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Home My WebLink About20150123Application Supplement2.pdfJean Jewell _'r '' r'\ __- l': :From: Strenkowski, Jeffrey R. fieffrey.strenkowski@morganlewis.coml l 'l l'i'-' ' Sent: Friday, January 23,2015 10:14 AMro: Jean Jewell ?$15 .J,.1,1 ?3 &l{ ll: 05 Subject: Talk America Services, LLC (TAL-T-14-01)Attachments: Exhibit1.pdf rlr('i" I r ri rf-rTi'; li'1 jq'1 .''1 "1 : :'; ; i i'r ;'' Ms. fewell, Pursuant to my conversation today with Carolee Hall, I am hereby supplementing the pending application of Talk America Services, LLC (TAL-T-14-0 1). Please associate this correspondence with that docket. Talk America Services, LLC ("TAS') hereby clarifies that upon certification it intends to provide seryices to residential customers of the Windstream operating companies in Idaho and other states. Because the existing Windstream operating subsidiaries will continue to provide telecommunications services to business and other non-residential customers in Idaho, they need to retain their existing authorizations to provide telecommunications services, and therefore no relinquishments of any such authorizations are necessary or requested. TAS, under a new corporate parent Communications Sales and Leasing, Inc. ("CSL"), will be spun off from the Windstream corporate ownership chain, expected at the end of Q1 2015. CSL will be a separate publicly traded entity after that spin-off takes place. Attached please find a flow chart that depicts the transaction and spin-off described above (Exhibit 1). Please do not hesitate to contact me should you have any further questions concerning the pending application or the spin-off described above. Please also note that a notice Ietter describing the spin-off and related transactions was filed with the Commission on or about September 79,2014. Kind regards, |eff Strenkowski Counsel for Talk America Services, LLC Jeffrey R. Strenkowski Morgan, Lewis & Bockius LLP 2020 K Street, NW I Washington, DC 20006 Direct: +L.202.373.6002 | Main: +L.202.373.600 | Fax: +L.202.373.600L Jeffrey.strenkowski @ morgan lewis.com I www. morga n lewis.com DISCLAIMER This e-mail message is intended only for the personal use of the recipient(s) named above. This message may be an attorney-client communication and as such privileged and confidential and/or it may include attorney work product. If you are not an intended recipient, you may not review, copy or distribute this message. If you have received this communication in error, please notify us immediately by e-mail and delete the original message. Windstream Holdings, Inc. Spin/REIT Windstream Holdings, Inc. Pre-Transaction 2 Communications Sales & Leasing, Inc. Operating Affiliates Talk America Services, LLC Public Shareholders Windstream Holdings, Inc. Windstream Corporation Windstream Holdings, Inc. Transaction Steps 3 Communications Sales & Leasing, Inc. Operating Affiliates Talk America Services, LLC Public Shareholders Windstream Holdings, Inc. Windstream CorporationDistribution Assets/ Consumer CLEC Distribution Assets/ Consumer CLEC Consumer CLEC Windstream Holdings, Inc. Transaction Steps 4 Communications Sales & Leasing, Inc. Operating Affiliates Talk America Services, LLC Public Shareholders Windstream Holdings, Inc. Windstream Corporation Distributed to Public Shareholders Windstream Holdings, Inc. Post-Transaction 5 Communications Sales & Leasing, Inc. Operating Affiliates Talk America Services, LLC Public Shareholders Windstream Holdings, Inc. Windstream Corporation Real Estate Investment Trust (REIT) Taxable REIT Subsidiary (TRS)