Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

1. Identify the ultimate parent of each party to the transaction and the valuation of each.

Response:

The ultimate parent for each party is Consolidated Communications Holdings, Inc. (“CCHI”). As of December 31, 2018, CCHI has an enterprise value of $3.0 billion.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

2. Identify the Pennsylvania jurisdictional revenue of each party to the transaction and its Pennsylvania proportion of total revenue.

CONFIDENTIAL AND PROPRIETARY

Response:

Jan‐Nov 2018 PA Revenue as Company Revenue % of Total Revenue BE Mobile Communications, Incorporated $123,530.83 100% Bentleyville Communications Corporation $2,642,162.60 100% Consolidated Communications Enterprise Services, Inc. $36,995,026.77 8% Consolidated Communications of Pennsylvania, LLC $30,867,394.67 100% FairPoint Business Services LLC $119,518.74 12% Marianna & Scenery Hill Telephone Company $1,267,076.56 100% Marianna Tel, Inc. $720,805.30 100%

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

3. If not included in the filing, provide the known or anticipated transaction closing date.

Response:

February 28, 2019 (or sooner if approved)

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

4. Identify all jurisdictions where this or a related transaction has been filed and where approval is being sought. Provide the status of each filing. Distinguish if the filing is an “approval” or a “notice.” While pending in Pennsylvania, identify any jurisdiction that acts on the transaction and describe the action taken. Provide updates as necessary.

Response:

The following table lists each of the states where Consolidated Communications, Inc. has filed a request for approval to effect a corporate reorganization and the current status of each such request:

State Docket No. Type of Filing Status Alabama n/a n/a Notice – Post Transaction California n/a n/a No Action Required 18A-0780T Approval 12.12.18 Commission consent and approval granted Georgia 1912 & 4515 Approval 11.17.18 Commission notice advising no further action is required. Florida n/a n/a Notice – Post Transaction Illinois 18-1700 Approval 12.19.18 Commission consent and approval granted Iowa n/a n/a No Action Required 19-SFLT-189-COC Approval 11.27.18 Commission consent & 19-BSTT-172- and approval granted CCS 2018-00314 Approval Pending Massachusetts n/a n/a Notice – Post Transaction Minnesota P-414,416/PA-18- Approval 12.19.18 Commission consent 696 and approval granted effective 12.29.18 Missouri TN-2019-0187 Approval 01.08.19 Commission approval granted Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

State Docket No. Type of Filing Status 18-169 Approval 12.18.18 Commission approval granted (per Order NISI), effective 1/17/19 New York 18-C-0666 Approval Pending North Dakota n/a n/a No Action Required Ohio 18-1735-TP-AMT Approval Pending Oklahoma n/a Notice One Day-Pending Texas n/a n/a Notice – Post Transaction South Dakota n/a n/a No Action Required Vermont 18-4207-PET Approval Pending Washington n/a Notice Post Transaction Wisconsin n/a n/a No Action Required FCC n/a Customer Customer Notice in Progress Notice

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

5. If any conditions are under consideration, imposed, or agreed to in any jurisdiction in which this or a related transaction is pending, please update the filing to include.

Response:

The Illinois Commerce Commission (ICC) re-imposed in whole or in part twelve of fourteen conditions ordered in prior proceedings. The re-imposed conditions supersede and extinguish the conditions imposed in ICC Docket Nos. 04-0299, 07-0191, 10-0125 and 17-0043. No new conditions were imposed as the result of the instant transaction. A copy of the re-imposed conditions are attached.

Docket No. 18-1700

Conditions Appendix

Unless otherwise stated, the following conditions shall continue for 2 years following closing on the proposed transaction:

(1) Joint Applicants shall submit a formal notification to the Commission of the closing date of its reorganization. Such formal notice shall be filed on the Commission’s e-Docket system in this docket.

(2) El Paso will continue to comply with 83 Ill. Admin. Code 712.

(3) El Paso and all its utility and non-utility affiliated sister and subsidiary companies will conduct annual internal audits to test compliance with Section 7-204(b)(2) and 7-204(b)(3). The internal audit report documenting findings, conclusions and recommendations will be submitted to the Director of the Financial Analysis Division of the Commission by March 31st each year and associated working papers will be available to Commission Staff for review.

(4) El Paso will be prohibited from increasing tariffed retail rates for one year after closing on the reorganization.

(5) El Paso shall not use any increased costs, as a result of this reorganization, to justify any increases in its levels of support from the Universal Service Fund.

(6) El Paso will be prohibited from paying dividends to Consolidated Communications, Inc. (“CCI”) or from otherwise transferring cash to CCI through loans, advances, investments, or other means that would divert their moneys, property, or other resources that is not essentially or directly connected with the provision of non-competitive telecommunications service if that operating company fails to meet or exceed the standard, set herein, for a majority of the service quality measures:

a) STANDARDS:

The The current current C-R El Paso Odin exchange exchange exchange Toll Assistance Answer Time 10 sec. 10 sec. 10 sec. (Part 730.510(a)(1)(A)) Information Answer Time 10 sec. 10 sec. 10 sec. (Part 730.510(a)(1)(B)) Business Office Answer Time 60 sec. 60 sec. 60 sec. (Part 730.510(b)(1)) Repair Office Answer Time 60 sec. 60 sec. 60 sec. (Part 730.535(a))

Interruptions of Service 1.0% 2.2% 3.2% (Part 730.535(a)) Installation Requests 1.0% 1.0% 1.3% (Part 730.540(a)) Trouble Reports per 100 lines 1.2 2.4 2.8 (Part 730.545(a))

If any of the FairPoint Illinois LECs were granted a permanent waiver from having to comply with a key service quality measure in Docket Nos. 04--0278 through 04-0281, then that service quality measure shall not be included in the list. If a permanent waiver was denied, then the above service quality measures shall be used to determine compliance. A standard shall be the average of the two-year actual performance of that FairPoint Illinois LEC that service quality measure, for the past twenty-four months;

b) MEASUREMENTS: Measurements will be taken on an annual basis for the twelve month period ending June 30;

c) ANNUAL REPORTS: FairPoint shall file an annual report with the Chief Clerk’s Office and posted in this docket. The annual report shall be filed December 1st of each year. Within the annual report, FairPoint shall identify each FairPoint Illinois LEC and the title of the service quality measure, and for each FairPoint Illinois LEC, FairPoint shall list the standard set by the Commission for each service quality measure and the actual performance for each annual period. The annual report shall present the actual performance data for every month, with the initial month of data presented in the report being July 2004;

d) FINAL NOTICE: When CCI’s issuer credit rating from both Standard & Poor’s (“S&P”) and Moody’s Investors Service improves to investment grade, CCI shall send a certified notice to the Commission, with a third-party independent verification, that its issuer credit rating has been upgraded to investment grade

(7) CCI shall keep available exclusively for El Paso, an amount equal to the higher of $1 million or the currently approved capital expenditures budget for El Paso. El Paso should certify annually to the Commission that the required amount is available to El Paso for the ensuing year. Therefore, on December 1 of each year, CCI shall send a notice to the Commission certifying that such amount was then currently available, and for the ensuing year what the dollar commitment would be for El Paso based on the capital expenditure budget for the following year.

(8) CCI’s Credit Agreement shall provide that the ceiling on aggregate capital expenditures in any fiscal year for El Paso shall be at least 30% of El Paso’s Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) for such fiscal year.

(9) The cost of capital, as reflected in El Paso rates, shall not be adversely affected by the reorganization. Subsequent to the completion of the reorganization, the cost of capital for El Paso in any future earnings analysis or rate base/rate of return case shall be set commensurate with the risk of El Paso exclusive of any reorganization effects. Joint Applicants will not oppose, in either a regulatory proceeding or an appeal of a decision by the Commission, the application of the principle that the determination of the cost of capital shall be based solely on the risk attendant to the regulated operations of El Paso. Any declines in El Paso’ financial condition caused by the reorganization or its announcement shall be quantified by the Joint Applicants in any future earnings analysis, or rate base/rate of return case and adjusted as if such declines did not occur. Joint Applicants shall use an imputed or hypothetical capital structure in any future earnings analysis, or rate base/rate of return rate case, if necessary to reflect the cost of capital for El Paso without the effects of the reorganization.

(10) Dividend transfers from the El Paso to affiliated companies during any calendar year shall be reported to the Illinois Commerce Commission (“Commission”) within one week of the declaration of dividends. "Dividend transfers" shall be defined as the amount of common dividends directly or indirectly remitted to affiliated companies. Within 1 week following the declaration of dividends by El Paso as specified above, El Paso shall submit a report of the declaration of dividends to the Director of the Financial Analysis Division and the Office of the Chief Clerk. El Paso shall also submit financial statements for the last 12-month period available at the time of the dividend declaration report to the Commission’s Director of the Financial Analysis Division.

The following condition shall continue until removed by an affirmative order of the Commission:

(11) Commission Staff will be granted access to all books, accounts, records and personnel of related to El Paso, as well as independent auditor’s working papers, to the extent permitted by the rules and policies of the independent auditor.

(12) Any foreclosure on, sale, transfer, or other disposition of the pledged or mortgaged assets of El Paso by the Administrative Agent under the Credit Agreement, Guaranty Agreement or Collateral Agreement shall be subject to the prior approval of the Commission, which shall be requested by a petition filed with the Commission asking for such approval.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

6. Identify all Pennsylvania-specific impacts known, anticipated, or considered that will or may result in any fashion from the transaction.

Response:

The number of legal entities and complexity of Consolidated’s corporate legal structure will be reduced allowing for more efficient and effective operations. The number and complexity of reporting requirements will also be reduced. In addition, the alignment highlights the availability of potential benefits of standardizing processes and procedures.

Examples of specific areas impacted are:  More unified brand identity  Less customer and vendor confusion regarding entities  Improved accuracy of maintaining books and records  Simplified accounting coding complexity  Less complicated financial reporting and consolidation structure  Lower internal and external accounting time and auditing costs  Fewer inter-affiliate agreements and transfer pricing documentation  Fewer inter-affiliate transactions including eliminations  Fewer inter-affiliate accounts to reconcile  Eliminate duplicate contracts for each entity  Eliminate overlapping administrative functions  Less fragmented information within internal technology systems  Less contract execution and confusion regarding correct entity

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

7. If synergies as to scope or scale or merger savings are posed as a substantial public benefit overall, identify each anticipated synergy or savings. Identify the financial or other value of those synergies/savings and explain how such value was calculated.

Response:

Consolidated is not associating a dollar amount of savings with the legal entity rationalization plan. For example, while Consolidated will benefit from a reduced number of filings, the company does not expect any reduction in headcount as a direct result, but rather more of an ability to focus on processes and areas that add more value. The value added is more intangible in simplification and creating a more unified culture and brand identity.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

8. Identify whether any of the anticipated benefits of the transaction are anticipated to arise from the loss or potential loss of Pennsylvania jobs, tax revenues, facilities, downsizing, or consolidation that affects Pennsylvania, or any other impact in Pennsylvania.

Response:

See Response to # 7 above.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

9. Identify the location and number of any employees, offices, or facilities of each party to the transaction that are located in Pennsylvania.

CONFIDENTIAL AND PROPRIETARY

Response:

Consolidated Communications Holdings, Inc.: N/A

FairPoint Business Services LLC: None

Consolidated Communications of Pennsylvania Company, LLC and Consolidated Communications Enterprise Services, Inc.: Company Location Address City State Zip Employees 47 Washington St Cokeburg PA 15324 N/A* 6517 Mars Road Cranberry Township PA 16066 N/A* 305 6th Street Freeport PA 16229 N/A* 128 Irvine Street Mars PA 16046 N/A* 6201 Freeport Road Natrona Heights PA 15065 N/A* 4008 Gibsonia Road Richland Township PA 15044 119 407 Sarver Road Sarver PA 16055 N/A* 105 W . Main Street Saxonburg PA 16056 N/A* 38 Hill Street Tarentum PA 15084 N/A* 1194 Pittsburgh Road Valencia PA 16059 N/A* 150 Wexford Bayne Road Wexford PA 15090 N/A* 212 S. Maine Street Butler PA 16001 1 322 4th Ave Pittsburgh PA 15222 1 Home Office Locations for Work-at-Home Employees 10

* Location is a Central Office or administrative facility

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

Bentleyville Communications Corporation, Marianna & Scenery Hill Telephone Company, BE Mobile Communications, Incorporated, and Marianna Tel, Inc.: Company Location Address City State Zip Employees 311 Lincoln Avenue Bentleyville PA 15314 N/A* 608 Main Street Bentleyville PA 15314 7 17 Magnolia Ave Marianna PA 15345 N/A* Beallsville Rd. Marianna PA 15345 N/A* 885 Spring Valley Road Scenery Hill PA 15360 N/A*

* Location is a Central Office or administrative facility

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

10. Identify any functions, operations, or activity of any nature currently performed in or affecting Pennsylvania that may be impacted as a result of the transaction. Specifically, identify any operations that will be eliminated and any impact on Pennsylvania employment.

Response:

Please refer to Joint Application, Sections III and IV. By way of further response, as part of the proposed transaction, BCC and M&SH will be consolidated into CCPA and BEM, MTI, and FBS will be consolidated into CCES. The Transaction will be accomplished through a series of mergers, after which BCC, M&SH, BEM, MTI, and FBS will all cease to exist as separate corporate entities and will abandon their respective PaPUC operating authority.

Regarding operations changes or impact on Pennsylvania employment, refer to the Response to # 7 above.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

11. Identify the number of Pennsylvania customers served by each party to the transaction.

CONFIDENTIAL AND PROPRIETARY

Response:

CCHI: N/A CCPA: 27,941 access lines CCES: 3,046 customers BCC: 1,218 access lines M&SH: 1,058 access lines BEM: 1,793 customers MTI: 1,321 customers FBS: 9 customers

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

12. Identify all service markets (e.g., local exchange market, special access market) in Pennsylvania in which each party to the transaction or any affiliates participate.

Response:

CCPA - Local exchange (Allegheny, Armstrong, Butler & Westmoreland Counties); interexchange (statewide) CCES - Local exchange (territories of Verizon PA, Verizon North & The United Telephone Company of Pennsylvania d/b/a CenturyLink); interexchange (statewide); competitive access (statewide) BCC - Local exchange (Washington County) M&SH - Local exchange (Washington County) BEM - Interexchange (statewide) MTI - Interexchange (statewide) FBS - Competitive access (statewide)

See Joint Application, Section II.B through G.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

13. Identify all geographic areas in Pennsylvania in which the Applicant(s), affiliates, or any other entities affected by the transaction, offer services.

Response:

See Response to #12 above.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

14. Identify any and all unaffiliated providers offering the same or competitive services as those of the Applicant(s) in the same geographic locales within Pennsylvania. Reference to all certificated carriers on file at the Commission will not be considered an acceptable or complete response.

Response:

The following entities represent known service providers authorized to offer the same or competitive services as those of the Joint Applicants in the same geographic locales within Pennsylvania, based upon a reasonable investigation of PaPUC-certificated entities and unregulated alternative service providers. This list is not meant to be exhaustive, however, as there may be additional certificated CLECs, IXCs, and CAPs and alterative service providers unknown to Joint Applicants.

For CCES:  Local exchange services – ILECs, including Verizon PA; Verizon North; and The United Telephone Company of Pennsylvania d/b/a CenturyLink. With respect to CLECs authorized to compete, there are 165 authorized in Verizon PA’s territory, 142 in Verizon North’s territory, and 87 in CenturyLink’s territory. Joint Applicants hereby incorporate herein by reference those CLECs, a list of which can be found on the Commission’s website at: http://www.puc.pa.gov/Telecom/xls/CLECs_County_Subscriber_Choices.xlsx. Cable companies and other alternative service providers, including .  Interexchange services – There are approximately 260 active IXCs certificated to provide resold interexchange services in all or portions of the Commonwealth, some of which include: Affinity Network Incorporated; Value-Added Communications, Inc; Operator Service Company; Nos Communications, Inc.; Working Assets Funding Service; Norstan Network Services, Inc.; Business Telecom, LLC; Global Crossing Telecomms. Inc.; Telecare, Inc.; NEP Long Distance Company; Palmerton Long Distance Company; Global Tel*Link Corporation; Transworld Network Corp.; Sprint Communications Co. L.P.; Centurylink Communications LLC; Comcast Business Communications LLC; Ironton Long Distance Company; Nosva L.P.; and Verizon Select Services Inc.  Competitive access services – There are 87 active CAPs certificated to provided competitive access services in all or portions of the Commonwealth, some of which include Comcast Business Communications LLC; Verizon Pennsylvania LLC; Verizon Select Services Inc; CTC Communications Corp; Windstream Communications, Inc.; Lackawaxen Long Distance Co.; Telcove Of Pennsylvania, LLC; MAW Communications, Inc.; Level 3 Communications LLC; Windstream D&E Systems Inc.; Paetec Communications, Inc.; MCImetro Access Transmission Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

Services Corp.; Choice One Commun. of Pa, Inc.; Communications, LLC; Fibernet Telecommunications of Pa; Cavalier Telephone Mid-Atlantic, LLC; Earthlink Business LLC; Telcove Operations LLC; and Broadview Networks, Inc.

For CCPA:  Local exchange services – CLECs, including Airbus DS Communications, Inc.; Armstrong Telecommunications, Inc.; , LLC; Birch Communications; Birch Communications of the Northeast, Inc.; CenturyLink Communications, LLC; Citizens Telecom Solutions, LLC; Citynet Pennsylvania, LLC; Comcast Business Communications, LLC; Comcast Phone of Pennsylvania, LLC; Full Service Network, L.P.; Granite Telecommunications, LLC; ITC Global Networks, LLC; Level 3 Communications, LLC; NEP TelCom, Inc.; Salsgiver Telecom, Inc.; Talk America Services, LLC; Teleport Communications America, LLC; US LEC of Pennsylvania, LLC; and US Signal Company LLC. Wireless companies, including AT&T Wireless; Verizon Wireless; Sprint; T-Mobile; and Cricket Wireless. Cable companies and other alternative service providers, including Comcast.  Interexchange services – Please refer to the CCES response above.

For BCC:  Local exchange services – CLECs, including Airbus DS Communications, Inc.; Atlantic Broadband, LLC; Citizens Telecom Solutions, LLC; Core Communications, Inc.; IDT America Corp; ITC Global Networks, LLC; NEP TelCom, Inc.; and TelCove Operations, LLC. Wireless companies, including AT&T Wireless; Verizon Wireless; Sprint; T- Mobile; and Cricket Wireless. Cable companies and other alternative service providers, including Comcast.

For M&SH:  Local exchange services – CLECs, including Airbus DS Communications, Inc.; Atlantic Broadband, LLC; CenturyLink Communications, LLC; Citizens Telecom Solutions, LLC; Comcast Business Communications, LLC; Comcast Phone of Pennsylvania, LLC; Core Communications, Inc.; IDT America Corp; ITC Global Networks, LLC; NEP TelCom, Inc.; and Peerless Network. Wireless companies, including AT&T Wireless; Verizon Wireless; Sprint; T-Mobile; and Cricket Wireless. Cable companies and other alternative service providers, including Comcast.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

For BEM:  Interexchange services – Please refer to the CCES response above.

For MTI:  Interexchange services – Please refer to the CCES response above.

For FBS:  Competitive access services – Please refer to the CCES response above.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

15. If the transaction is pending before the Federal Communications Commission (FCC), the U.S. Department of Justice (DOJ), or any other federal agency, please provide unexpurgated copies of responses provided to the FCC, DOJ, or other staff inquiries and data requests.

Response:

N/A. The transaction is not pending before the FCC, DOJ, or any other federal agency.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

16. As long as the transaction remains pending before the Commission, provide updates to the status of the transaction or of any changes to the application at the federal level as soon as they occur.

Response:

Joint Applicants agree to provide updates on the status of the transaction as soon as they occur. Please note that no application is being filed with the FCC or any other federal agency as part of this transaction. See Joint Application, Section V. (19).

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

17. If the proposed transaction involves a foreign interest, describe in detail why state regulatory action on the proposed transaction would not be adverse to national security if DOJ approval remains pending.

Response:

N/A. The proposed transaction does not involve a foreign interest.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

18. Please provide the electronic link to the FCC application.

Response:

N/A. No application is being filed with the FCC as part of this transaction. See Joint Application, Section V. (19).

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

19. When do the parties anticipate settlement?

Response:

The parties do not expect a “settlement” for this proceeding. With respect to closing of the transaction described in the Joint Application, please refer to the Response to #3 above.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

20. Refer to the application on Page 11. Who owns Consolidated Communications, Inc.?

Response:

Consolidated Communications Holdings, Inc. See Joint Application, Section II.A. and Exhibit A.

Joint Application for Approval of a Pro Forma Intra-Company Consolidation and Abandonment of Certain Related Services

Docket Nos. A-2018-3006524, A-2018-3006525, A-2018-3006526, A-2018-0306527, A-2018-3006528, A-2018-3006529, A-2018-3006530

Joint Applicants’ Responses to Staff Inquiries for Review of Transactions under 52 Pa. Code §§ 63.321-63.325

21. Refer to the application on Page 11. It is noted that FairPoint Communications, Inc. owns 100% in FBS and 100% (indirectly) in BCC, M&SH, BEM, MTI. The corporate charts show FairPoint Communications, LLC with this ownership. Please explain in more detail or correct if this is a mistake.

Response:

FairPoint Communications, Inc. filed a certificate of conversion to a limited liability company, changing its name from FairPoint Communications, Inc. to FairPoint Communications LLC effective December 31, 2017. There was no change in EIN. The reference to “FairPoint Communications, Inc.” on Page 11 of the Application should read “FairPoint Communications LLC.”

VERIFICATION

I, Michael J. Shultz, Vice President, Regulatory and Public Policy of Consolidated Communications Holdings, Inc., hereby state that the facts above set forth are tme and correct to the best of my knowledge, information and belief, and that I expect to be able to prove the same at any hearing held in this matter. I understand that the statements herein are made subject to the penalties of 18 Pa.C.S. § 4904 (relating to unsworn falsification to authorities).

Date: January 10,2019 Michael J. Shultz