20140923Application.pdf

BINGHNM
Boston
Hartford
Hong Kong
London
Los Angetes
New York
Orange County
San Francisco
Santa Monica
Silicon Vatley
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Washington
Bingham Mccutchen LLP
2o2o K Street NW
Washington, DC
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Jean L. Kiddoo
Russell M. Blau
Jeffrey R. Strenkowski
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September 18,2014
Via E-Mail and Overnieht Delivem
Ms. Jean D. Jewell, Secretary
Idaho Public Utilities Commission
47 2 W est Washington Street
Boise,Idaho 83702
secretary@puc. idaho. gov
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Re: Talk America Services, LLC Application for Certificate of Public Convenience
and Necessity to Provide Resold Local Exchange and Interexchange
Telecommunications Services in the State of Idaho
Dear Ms. Jewell:
On behalf of Talk America Services, LLC ("TAS"), enclosed for filing are an original
and seven (7) copies of the above-referenced Application.
TAS respectfully requests confidential treatment of Exhibit D to the Application. This
exhibit contains sensitive financial information that is considered proprietary and
confidential in nature and is not otherwise available to the public. Disclosure of such
information could provide Applicant's competitors with a significant advantage that
would result in substantial harm to Applicant's competitive position in Idaho. Applicant
therefore respectfully requests that the information contained therein be treated in a
confidential manner and be protected from public disclosure.
Please date-stamp the enclosed extra copy and return it in the envelope provided. Should
you have any questions conceming this filing, please do not hesitate to contact the
undersigned.
Respectfully submitted,
/t,[*L
Jean L. Kiddoo
Russell M. Blau
Jeffrey R. Strenkowski
Counsel for Talk America Services, LLC
N76296120.3
BEFORE THE
PUBLIC UTILITIES COMMISSION
OF THE STATE OF IDAHO
Application of
TALK AMERICA SERVICES, LLC
For A Certificate of Public Convenience
and Necessity to Provide
Resold Local Exchange, Resold Interexchange
and Broadband Telecommunications Services
in the State of Idaho
Dated: September 18, 2014
N76335617.1
Jean L. Kiddoo
Russell M. Blau
Jeffrey R. Strenkowski
Bingham McCutchen LLP
2020 K Street, N.W.
Washington, DC 20006
Tel: [phone]
Fax [phone]
j ean.kiddoo@bingham. com
russell.blau@bingham. com
j effrey. strenkowski @bingham. com
Counsel for Talk America Services, LLC
DocketNo. L4 L-T'Iq'O)
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APPLICATION OF TALK AMERICA SERVICES, LLC
FOR A CERTIFICATE OF PUBLIC CONVENIENCE AI\D NECESSITY
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Application of
TALK AMERICA SERVICES, LLC
For A Certificate of Public Convenience
and Necessity to Provide
Resold Local Exchange, Resold Interexchange
and Broadband Telecommunications Services
in the State of Idaho
BEFORE THE
PUBLIC UTILITIES COMMISSION
OF THE STATE OF IDAHO
Docket No. TAL-T-'4-Dl
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APPLICATION OF TALK AMERICA SERVICES, LLC
FOR A CERTIFICATE OF PUBLIC CONVENIENCE AI\D NECESSITY
TO PROVIDE LOCAL EXCHAIIGE AND INTEREXCHAI\GE
SERVICES IN IDAHO
Talk America Services, LLC ("TAS" or "Applicffit"), by its undersigned counsel and
pursuant to Idaho Code $$ 6l-526-528, IDAPA 31.01.01.111, Procedural Order No.26665, and
the rules of the Public Utilities Commission of Idaho ("Commission"), hereby applies for a
Certificate of Public Convenience and Necessity ("Certificate" or "CPCN") to provide resold
local exchange services and notifies the Commission of its intent to provide resold interexchange
services to residential customers in Idaho.
This Application is being filed in connection with a transaction involving Windstream
Holdings, Inc. ("Windstream"). Windstream, md certain of its indirect subsidiaries,l are
planning to undertake a corporate transaction (the "Transaction") under which the business will
be divided into two independent units: an operating unit that will continue to provide
' McLeodUSA Telecommunications Services, LLC,. ( "McLeodUSA").
N76335617.1
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be divided into two independent units: an operating unit that will continue to provide
telecommunications and related services, and a real estate investment trust that will hold title to
certain distribution plant assets (the "Subject Assets") and lease those assets exclusively to the
Windstream Companies on a long term basis. The Subject Assets of the Windstream
Companies, including copper, fiber, real estate and other network assets, will be transferred to
Communications Sales and Leasing, Inc. ("CSL"), a newly established corporation, and CSL will
lease them back to Windstream on a long term basis for the exclusive use and benefit of the
Windstream Companies. Under the terms of the exclusive lease from CSL, the Windstream
Companies will continue to be responsible for the operation and maintenance of the Subject
Assets and also continue to have responsibility for meeting all relevant quality of service
standards and all other regulatory obligations, just as they do today. Separately, the Windstream
Companies intend to transfer all of their residential local exchange and long distance customers
to Applicant. Applicant requests that the Commission associate this Application with the
Transfer Notice filed by the Windstream Companies conceming the Transaction.
The transfer of customers to TAS will be undertaken only after TAS has obtained proper
authority from the Commission in order to provide resold local exchange, resold interexchange
and broadband telecommunications services to residential customers currently subscribed to the
Windstream Companies in Idaho.
At the consummation of the Transaction CSL will be spun-off from Windstream as its
own separate publicly-traded company. When the Transaction is consummated, CSL will be
owned by the same shareholders that own Windstream, and as such, the transfer of control of
TAS that takes place at that time will be pro-forma as the ultimate owners of TAS will be the
N763356t7.1
same before and after the spin-off. TAS requests that the authority requested herein granted by
the Commission take into account, to the extent necessary, the ultimate ownership of TAS at the
time that the Transaction is consummated: as a subsidiary of CSL, which in turn will be a
publicly traded company.
In support of its Application, Applicant submits the following information:
PROPOSED SERVICES
Applicant requests authorization to provide resold local exchange and broadband
telecommunications services, and notifies the Commission of its intent to provide resold
interexchange services to and from all points in the State of Idaho that are currently open, and
that become open, to competition, and to provide interexchange telecommunications statewide.
TAS proposes to provide wireline local telecommunications service - specifically, local
exchange service (including, among other things, access to emergency services, access to
operator services, alternative operator services, access to interexchange service, access to
directory assistance, toll limitation for qualifying low-income consumers, and any other ancillary
functionalities that TAS must provide pursuant to applicable statutes and regulations)
interexchange service and broadband service. TAS will initially only resell the services of the
Windstream Companies, and in the future will amend its certification if it decides to offer
services as a facilities based provider. Applicant will operate the business as currently
configured as opposed to constructing any new facilities in the state at this time. Applicant's
network will consist of leased facilities provided by other carriers. Under the requested
authority, Applicant will not engage in any construction of buildings, towers, conduits, poles, or
trenches.
N76335617.t
TAS will focus on service packages, marketing strategies and designing customer service
standards catered to the residential CLEC customer segment. Having a separate management
team dedicated solely to this segment of the market will significantly improve the customer
experience and performance of the residential CLEC business. Applicant will enter in to a resale
agreement with Windstream to provide local exchange, interexchange and broadband services to
residential customers. Applicant will enter into a Transitional Services Agreement with the
Windstream Licensees, whereby Windstream will provide certain back office services, including
billing, to TAS. TAS will have resale agreements with Windstream before it commences
providing local exchange, interexchange and broadband services to residential customers.
Applicant plans on using the existing local exchange boundaries and established local calling scope
of the incumbent local exchange carriers in Idaho.
TAS is not currently authorized to provide intrastate telecommunications services in any
jurisdiction, and therefore has not been denied authority to provide telecommunications services
in any state, but is in the process of obtaining authority to provide intrastate telecommunications
services in all of the contiguous United States and the District of Columbia, with the exception of
Alaska and Hawaii.
Applicant will be managed and operated by capable, experienced executives and
employees who possess extensive managerial, financial, and technical experience in the
telecommunications industry. Resumes of the key personnel that will be managing Applicant are
attachedas@.Theseindividualshavebothhighlyeffectivemanagementskillsand
considerable telecommunications expertise. The biographies of these key executives are
submitted as evidence that Applicant possesses the managerial qualifications required for the
N76335617.1
provision of telecommunications services on behalf of Applicant.
managerial and technical capability necessary to provide high quality
Applicant have
services to customers
the
in
Idaho.
[. FORM OF BUSINESS
Applicant's legal name is Talk America Services, LLC. Applicant maintains its principal
place of business at 4001 N. Rodney Parham Rd., Little Rock, Arkansas 72212. Applicant is a
newly formed Delaware limited liability company and a subsidiary of Communications Sales and
Leasing, Inc. ("CSL"). A certified copy the Company's Certificate of Formation and its Idaho
Certificate of Authority are attached hereto as Exhibits B and C.
TAS's agent for service is CT Corporation System, located at92l S Orchard Street, Suite
G, Boise, ID, 83705.
The sole member of TAS is Communications Sales & Leasing, Inc., a Maryland
TAS neither owns nor controls any subsidiary.
The officers and directors of Applicant are:
Officers and Directors:
Francis X. "Skip" Frarrtz - Chairman of the Board
Anthony W. Thomas - Chief Executive Officer
Jeffery W. Small - Senior Vice President - Corporate Development and
Operations
III. TELECOMMUNICATION SERVICE
TAS intends to provide the same local exchange and interexchange telecommunications
services to residential customers that the Windstream Companies currently provide to their
N76335617.1
customers and proposes to begin service consistent with the Commission's approval of its
Application.
IV. SERVICE TERRITORY
TAS seeks authority to provide local exchange and notifies the Commission of its intent
to provide interexchange telecommunications services to and from all points in the State of Idaho
that are currently open, and that become open, to competition. As noted above, TAS will serve
the current customers of the Windstream Companies and will initially operate the business as it
is currently configured as opposed to constructing any new facilities.
V. FINANCIAL INFORMATION
As a newly formed company, Applicant does not currently have historical financial
statements. Therefore, Applicant submits under seal as Exhibit D confidential pro forma
financial statements. Applicant requests that Exhibit D be afforded confidential treatment as this
information is protected by law from public inspection, examination or copying, in accordance
with Section 9-340D(2), Idaho Code. This exhibit contains financial information, which, if
disclosed, would result in substantial harm to Applicant's competitive position. As shown in the
information provided, Applicant is financially qualified to operate within Idaho.
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N76335617.1
vI.PROPOSED PRICE LIST FILING
A proposed price list, setting forth the terms, conditions, rates, charges and regulations
pursuant to which TAS proposes to provide regulated telecommunications service is attached
hereto as Exhibit E. Since TAS will continue to provide services at the same rates and under the
same terms and conditions as the certificated Windstream Companies, the proposed price list,
attached hereto mirrors the existing rates, terms and conditions of the Windstream Companies.
VII. CONTACTS
All correspondence and communications regarding this Application should be addressed
to Applicant's attorneys:
Jean L. Kiddoo
Russell M. Blau
Jeffrey R. Strenkowski
Bingham McCutchen LLP
2020KStreet, N.W.
Washington, DC 20006
Tel: [phone]
Fax:[phone]
j ean.kiddoo@bineham. com
russell.blau@bin8ham. com
j effre)r. strenkowski@bineham. com
with a copy to:
Jeffery W. Small
Senior Vice President - Corporate Development and Operations
Talk America Services, LLC
4001 N. Rodney Parham Rd.
Little Rock, AR722l2
Tel: (501) 748-s870
Fax: [phone]
i effery. w. small @windstream. com
Following the grant of this Application, the Commission should direct all correspondence
directly to Talk America's regulatory and operations contact:
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N76335617.1
Jeffery W. Small
Senior Vice President - Corporate Development and Operations
Talk America Services, LLC
4001 N. Rodney Parham Rd.
Little Rock, AR722l2
Tel: [phone]
Fax: [phone]
i effery. w. small@windstream. com
The following toll-free number is available for end user consumer inquiries:
855-546-5000
The person responsible for customer service is:
James "Jim" Severance
2134W Laburnum Avenue
Richmond, YA23227
[phone]
j ames. severance@windstream. com
V[I. INTERCONNECTION AGREEMENTS
TAS has not yet entered into or requested interconnection/resale agreements in Idaho, but
where necessary for the provision of service, Applicant will enter in to a resale agreement with
Windstream to provide local exchange, interexchange and broadband services to residential
customers.
COMPLIAIICE WITH COMMISSION RULES
TAS's statement that it agrees to comply with all applicable Idaho laws and Commission
rules and regulations is attached hereto as Eb!E!!lE. Applicant will comply with all applicable
Commission rules, regulations and standards, and will provide safe, reliable and high-quality
telecommunications services in ldaho.
IX.
N76335617.1
X. ESCROW ACCOUNT OR SECURITY BOND
TAS does not require advance paymurts or deposits from retail customers. Should
Applicant decide to require advance payments or deposits, it will enter into an escrow agreement
with a bonded escrow agent prior to offering telecommunications services in Idaho and will file
such agreement with the Commission upon request. TAS will comply with all applicable Idaho
laws and Commission rules and regulations regarding advance customer deposits.
XI. PUBLICINTERESTCONSIDERATIONS
The granting of this Application will promote the public interest by allowing the
previously described Transaction to be completed, thereby permitting the residential customers
of the Windstream Companies to continue to receive their telecommunications services without
intemrption. Further, TAS's operations will be overseen by a well-qualified management team
with substantial telecommunications experience and technical expertise. The entry of Applicant
into the Idaho telecommunications market will enhance competition in the provision of
telecommunications services within the State of Idaho. By enhancing competition, Applicant
will bring significant benefits to telecommunications users within the State of Idaho by
providing: (a) lower-priced and better-quality service; (b) innovative telecommunications
services; (c) efficient use of existing communications resources; and (d) increased diversification
in the supply of communications services. Applicant's proposed intrastate services are designed
to meet the telephone needs of subscribers and permit subscribers to realize cost savings in
communications services. Accordingly, Applicant anticipates that its proposed service will
provide its subscribers with better quality services and will increase consumer choice through
innovative, diversified, and reliable service and equipment offerings.
N76335617.1
Applicant respectfully submits that grant of this Application will thereby serve the public
interest by providing end users with a broader choice of competitively priced
telecommunications services than currently exists.
XII. CONCLUSION
The information contained in this Application and the exhibits hereto fully describe
Applicant and its ability to provide residential subscribers in Idaho with viable and economical
telecommunications serices.
Applicant's request to provide resold local exchange, resold interexchange and
broadband telecommunications services within the State of Idaho should be granted upon a
showing by Applicant that it possesses the managerial qualifications, financial revenues, and
technical competence to provide such services. Applicant has demonstrated above that it
possesses these qualifi cations.
N76335617.1
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WHEREFORE, Talk America Services, LLC respectfully requests that the Commission
enter an Order granting it a Certificate of Public Convenience and Necessity to provide all tlpes
of resold local exchange, resold interexchange and broadband telecommunications service as
described in this Application, and granting such additional or further relief as may be necessary
or appropriate.
Respectfully submitted,
f$rfl l#J-{
Jean L. Kiddoo
Russell M. Blau
Jeffrey R. Strenkowski
Bingham McCutchen LLP
2020K Street, N.W.
Washington, DC 20006
Tel: [phone]
Fax: [phone]
j ean.kiddoo@bineham. com
russell.blau@bineharn. com
jeffrey.strenkowski@bin gham. com
Counsel for Talk America Services, LLC
Dated: September 18, 2014
11
N76335617.1
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
LIST OF EXHIBITS
Managonent Biographies
Certifi cate of Formation
Authority to Transact Business
Financial Statements -
CONFIDENTIAL, FILED UNDER SEAL
Illustrative Price List
Applicant's Statement
EXHIBIT A
Management Biographies
Francis X. ("Skiol Frantz- Chairman of the Board
Francis X. ("Skip") Frantz, is the Chairman of the Board of Directors for Communications Sales
and Leasing, Inc. Previously, Mr. Frantz served as a director of Windstream since 2006 and
served as Chairman of the Audit Committee. From July 2006 to February 2010, he served as
Chairman of the Windstream Board. Mr. Frantz has served as Chairman of Central Bank (a
community bank in Little Rock, Arkansas) since February 2007, and also serves as a director of a
number of other privately held companies. Prior to January 2006, Mr. Frantz was Executive Vice
President-External Affairs, General Counsel and Secretary of Alltel Corporation. Mr. Frantz
joined Alltel in 1990 as Senior Vice President and General Counsel and was appointed Secretary
in January 1992 and Executive Vice President in July 1998. While with Alltel, he was
responsible for Alltel's mergers and acquisitions negotiations, wholesale services goup, federal
and state govemment and external affairs, corporate communications, administrative services,
and corporate governance, in addition to serving as Alltel's Chief Legal Officer. Mr. Frantz
served as the 2006 and 2007 Chairman of the Board and of the Executive Committee of the
United States Telecom Association.
Anthonv W. Thomas - Chief Executive Officer
Tony Thomas is Chief Executive Officer for Communications Sales & Leasing, Inc. Tony has
worked in the communications industry for more over 15 years and is focused on creating
shareholder value by expanding and diversifying the Company's communications real estate
portfolio. Previously, Mr. Thomas served as Chief Financial Officer for Windstream since
August 2009 with responsibility for overseeing Windstream's financial, tax, procurement, audit,
treasury, risk management and investor relations teams. In addition, Mr. Thomas oversees the
carrier solutions and the telecom procurement organizations. The carrier solutions team provides
a full portfolio of communications products to carriers, wireless providers, cable providers and
others. The telecom procurement organization is responsible for the acquisition of
telecommunications services.
Previously, he served as controller for three years, overseeing the company's accounting,
financial planning, external reporting, and retail billing departments. Thomas joined Windstream
with the spinoff from Alltel Co.p., where he was Vice President of investor relations. He
previously held various financial and operational management roles at Alltel including: vice
president of corporate financial planning, vice president of finance for the southeast region, vice
president of process development and vice president of wireless wholesale roaming. He had
joined Alltel as director of revenue accounting when it merged with 360 Communications in
1998. Before entering the communications industry, he was a senior auditor with Emst & Young.
Thomas holds a master's degree in business administration from Wake Forest University and a
bachelor's degree in accountancy from the University of Illinois. He is a certified public
accountant.
Jefferv W. Small - Senior Yice President - Coroorate Development and Operations
Jeff Small is Senior Vice President of Corporate Development and Operations for
Communications Sales & Leasing, Inc. Jeffis responsible for lease administration of the real
estate portfolio and is the senior leader of the consumer CLEC operations of Talk America.
Previously Mr. Small was Vice President of procurement and carrier service delivery at
Windstream with responsibilities for supply chain managernent, procurement strategy and
vendor management, and oversight of the service delivery experience for a full portfolio of
carrier communications products provided to carriers, wireless providers, cable providers and
others. Jeff also held various accounting and finance leadership roles since joining the Company
in 2008. Prior to joining Windstream, Jeff served four years as the controller for Ranger Boats,
Inc. and was a senior auditor with Arthur Andersen LLP for five years. Jeff holds a degree in
accounting from the Arkansas State University and is a licensed certified public accountant.
EXIIIBIT B
Certificate of Formation
N76335617.1
Defawore PAGE 7
qfu F*st state
I, OEFENEY W. BAI,LOCK, SECRETART OF STATE OF YHE STATE OF
DELAWARE, DO EEREBY CERTI?y TEE ATTACHED r.' A rRUE AM CORRECT
COPY Og THE CEa,TIFICITE OF ?ORT,TATION Og "TALK ATIIERTCA SERVICtr,S,
LLC", FILED IN TAIS OFETCE ON TrrE TWENTr-SEI/tr,NTE DAy OF JTn{E,
A-D. 2074, AT 70:58 OTCLOCK A.td.
55597A3 8700
740892657
Jetfrey W. Bullock, Secrctary of StateON: 7493030
you Mv yerifv thj.s certificaxe onlineat corp. delari re. gov/ atthver. sltraJ,
DATE: O6-27-74
a,6t2572g14 1A:s6 SKARDEL LLC ) L3An3936?3
State of De.lawaneSccmtar1/ of Sf!?aDiwision of Cotx,ratia:,sDcl,jyered 70:58 *,, 06/27/2014EfiED 70:58 Atlt 06/27,/2074sRv 740e92657 - 5559703 wte
NO.844
CERTIFICATE OF FORMATION
OF
TALK AMERICA SERVICES, LLC
l. The name of the limited liability company is Talk America
Services, LLC.
2. The address of its registered office in the State of Delaware is
1209 Orange Street, Wilrningon, Corurty ofNew Castle, 19801. The name of its
registered agent at such address is The Corporation Trust Company.
IN MTNESS WHEREOF, the undersigned has executed this
Certificate of Formation this 27$ day of Jure, 2014.
ur, ff----N;ffi
Title: AuthorizedPerson
?,t2r63-wl!-SR0 I A . M$w
EXHIBIT C
Authority to Transact Business
A P P LI CATI O N FO R CERTI FI CAT E
OF AUTHORITY FOR FOREIGN
LI M IT ED LI ABI LITY COM PANY
(lnstructions on back of application)
1. The name of the limited liability company is:
Talk America Services, LLC
2. lf the name of the limited liability company is not permissible or is not available in ldaho, the
name the foreign limited liability cornpanywill use in ldaho is:
The jurisdiction under whose laws the limited liability company is formed is:
The name and complete street address of the registered agent in ldaho is:
C T Corooration Svstem 921 S Orchard Street, Suite C, Boise, Idaho 83705
Mailing Acldrcss, t dtfienent
The street and mailing address of the limited liabilig company's office in the jurisdiction
under whose laws it is organized is:
1209 Orange SE, Wilmington, DE 19801
Strlcl Address
Mailing Addess, it diffeent
7. The name and mailing address of at least one member or rhanager'. sEE ATTACHMENT
Ieffery R Gardner 4001 N Rodney Parham Rd, Little Rock, AR 72212
8. The mailing address for future correspondence:
4&1 N E;oDrO.t PtQtt^ t4, 6.t ufiE l)-o(t, Ae.1^',2
orauthorized
FILED
20lrr AUG 27 PH 2r 05
SECRETARY OF STATI
STATE OF IDAHO
3.
4.
6.
The street and mailing address of the limited liability company's principal office is:
4001 N. Rodncy Parham Rd., Little Rock, AR 72212
Secr€tary of Slate use only
IDIHO SECRETARY OF STATE
Bs 127 l2sL4 o5: oo
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Attachment to ldaho' Member/Manager lnformation
FullName:
MemberManager:
Business Address:
City:
State:
Zip Code:
John P Fletcher
Manager
4001 N Rodney Parham Rd
Little Rock
AR
72212
De[swore PAGE 7
tfie f*st State
r, ,JEFFXZt W. BALLOCK, SECRETARy OF STATE OF TflE STArE OF
DETAWANE, DO flEREBY CERTIFY "TALK ATTERTCA SERYTCTS, I'T'C" TS DALY
FOAT,E,D UilDER TAE LAWS OF THE STATE OF DET.AWEXS AIfD T.s IN GOOD
.SIA.IVDTA'6 AIID EAS A I,EGAL EXISTENCE SO FZN AS TEE RECORDS OF TITTS
o?FrcB silow, As oE TNE TWENTv-SECOND DAy OF AUGUST, A.D- 2074-
A}ID T Do HEREBY FURTAZR CERTTFY THAT THE AIiIi'[uAL TA'GS EAW
NOT BEEN A55.SS.9ED TO DATE.
5559703 8300
747700772
leffrey w. Bullock. Secretary oFStateIoN:7647809
vou Mv varify this cattlticate onlineat co$. delaiata. Eoe/atthver. shtnl
DATB:08-22-74
EXHIBIT I)
Financial Statements
IO0NFTDENTAL - SaBMrrrED aNDER SEALI
EXHIBIT F
Applicant's Statement
APPLICANT'S STATEMENT
STATE OF ARKANSAS
COUNTY OF PULASKI
I, Jeffery W. Small, declare under penalty of perjury that I am Senior Vice President -
Corporate Development and Operations of the Applicant in this proceeding; that I am authorized to
make this statement on Applicant's behalf;that I have read the foregoing Application and know the
contents thereof; and that the same is true to the best of my knowledge and belief. I also declare that
Applicant is willing to comply with all applicable Idaho Laws and all applicable rules and
regulations of the Commission.
Name: JefferyW. Small
Title: Senior Vice President - Corporate Development and Operations
Talk America Services, LLC
SWORN TO AND SUBSCRIBED before me on the l* day of September, 2014.
My commission expires:
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)
MY ColvlMlssloN ll 12081509
EXPIBES: APril 8' 2021