2 DA 19-268 April 8, 2019 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF MISSOURI NETWORK ALLIANCE, LLC STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 19-68 Comments Due: April 22, 2019 Reply Comments Due: April 29, 2019 By this Public Notice, the Wireline Competition Bureau (Bureau) seeks comment from interested parties on an application filed by MNA Holdings, LLC (MNA Holdings) and Bluebird Media, LLC (Bluebird Media) (together, Applicants), pursuant to section 214 of the Communications Act of 1934, as amended, and sections 63.03-04 of the Commission’s rules, requesting approval for an unauthorized transfer of control that occurred in 2011 of Missouri Network Alliance, LLC (MNA). See 47 U.S.C. § 214; 47 CFR §§ 63.03-04. Any action on the domestic section 214 application is without prejudice to Commission action on other related, pending applications. On March 26, 2019, Applicants filed a supplement and also requested special temporary authority (STA) to allow MNA to continue providing service pending approval of the domestic section 214 application. Letters from Bennet L. Ross, Counsel to MNA Holdings and Bluebird Media, to Marlene H. Dortch, Secretary, FCC, WC Docket 19-68 (filed Mar. 26, 2019). On April 8, 2019, the Bureau granted the Applicants’ STA request for 60 days. A grant of the application would be without prejudice to any enforcement action by the Commission for non-compliance with the Act or the Commission's rules. MNA Holdings does not provide telecommunications services but is a holding company established in 2011 in connection with the transfer of control of MNA. MNA provides transport and Internet services to wholesale and enterprise customers in Missouri, Iowa, Oklahoma, Kansas, and Nebraska, as well as tandem switching and transport services for interexchange carriers in Missouri. At the time of the unauthorized transfer of control, MNA was owned by the following 15 Missouri-based companies (collectively, the Prior Owners of MNA): Alma Fiber Networks, LLC; Chariton Valley L.D. Corp.; Citizens Communications Corp; Fairpoint Communications Missouri, Inc. (Fairpoint); Fidelity Communications Co.; First Fiber Corp.; Green Hills Communications, Inc.; Grand River Communications, Inc.; Kingdom Telephone Co.; Midwest Data Center, Inc. (a/k/a Rockport Telephone); Mark Twain Long Distance Inc.; Northeast Missouri Rural Telephone Co.; the Oregon Farmers Mutual Telephone Co. (Oregon Farmers); RBJ Holdings, Inc. (a/k/a American Broadband); and Steelville Telephone Exchange, Inc. Applicants state that no single one of these companies held an interest in MNA of ten percent or greater, as no member company held an interest of greater than 7.58 percent. MNA holds a 10 percent membership interest in, and manages the day-to-day operations of, Illinois Network Alliance, LLC (INA), which owns a fiber network in Illinois and provides service in Illinois, Kentucky, and Tennessee. Bluebird Media is a holding company that does not provide telecommunications services. Applicants provide further information on Bluebird Media in their application and supplement filed on March 26, 2019. The following U.S. citizens hold a ten percent or greater interest in Bluebird Media: Richard Otto Maly (51 percent), Christopher Martin (20 percent) and Tatum Martin (20 percent). In 2011, Bluebird Media entered into a joint venture with MNA in which each of the Prior Owners of MNA contributed its interest in MNA to MNA Holdings. As part of the joint venture, Bluebird Media established Bluebird Network, LLC (Bluebird Network), with two direct, wholly owned subsidiaries: MNA and Bluebird Media Network, LLC. The application provides further information on Bluebird Media Network, LLC. Applicants state that, under the Commission's rules governing attribution of ownership interests, Bluebird Network, Bluebird Media, and Richard Otto Maly each hold an indirect ownership interest of 10 percent in INA. Apart from their respective interests in INA, Applicants state that neither Bluebird Network, Bluebird Media, nor Richard Otto Maly hold an ownership interest of 10 percent or greater in any other domestic telecommunications provider. Applicants further state that neither Christopher Martin nor Tatum Martin hold an ownership interest of 10 percent or greater in any domestic telecommunications provider. MNA Holdings contributed all the equity interest in MNA to Bluebird Network in exchange for 49 percent of the equity interest of Bluebird Network, which subsequently was increased to a 50 percent membership interest in 2014. As a result of these transactions, Bluebird Media and MNA Holdings each own 50 percent of the equity interest of Bluebird Network. Applicants state that the same member companies of the Prior Owners of MNA currently own all of MNA Holdings, with the exception of Fairpoint and Oregon Farmers, whose interests have been purchased by MNA Holdings. Applicants further state that no member company has owned or currently owns 10 percent or more of MNA Holdings. Applicants state, at the time the joint venture was established, they did not anticipate the need for filing a transfer of control application with the Commission. Applicants assert the transaction is entitled to presumptive streamlined treatment under section 63.03(b)(2)(i) of the Commission’s rules and that a grant of the application will serve the public interest, convenience, and necessity. 47 CFR § 63.03(b)(2)(i). Domestic Section 214 Application Filed for the Transfer of Control of Missouri Network Alliance, LLC, WC Docket No. 19-68 (filed Mar. 11, 2019). GENERAL INFORMATION The transfer of control identified herein has been found, upon initial review, to be acceptable for filing as a streamlined application. The Commission reserves the right to return any transfer application if, upon further examination, it is determined to be defective and not in conformance with the Commission’s rules and policies. Pursuant to section 63.03(a) of the Commission’s rules, 47 CFR § 63.03(a), interested parties may file comments on or before April 22, 2019, and reply comments on or before April 29, 2019. Pursuant to section 63.52 of the Commission’s rules, 47 CFR § 63.52, commenters must serve a copy of comments on the Applicants no later than the above comment filing date. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice. Pursuant to section 63.03 of the Commission’s rules, 47 CFR § 63.03, parties to this proceeding should file any documents using the Commission’s Electronic Comment Filing System (ECFS): http://apps.fcc.gov/ecfs/. In addition, e-mail one copy of each pleading to each of the following: 1) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau, tracey.wilson@fcc.gov; 2) Dennis Johnson, Competition Policy Division, Wireline Competition Bureau, dennis.johnson@fcc.gov; 3) Gregory Kwan, Competition Policy Division, Wireline Competition Bureau, gregory.kwan@fcc.gov; and 4) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at (202) 418-0530 (voice), 1-888-835-5322 (tty). The proceeding in this Notice shall be treated as a “permit-but-disclose” proceeding in accordance with the Commission’s ex parte rules. Persons making ex parte presentations must file a copy of any written presentation or a memorandum summarizing any oral presentation within two business days after the presentation (unless a different deadline applicable to the Sunshine period applies). Persons making oral ex parte presentations are reminded that memoranda summarizing the presentation must (1) list all persons attending or otherwise participating in the meeting at which the ex parte presentation was made, and (2) summarize all data presented and arguments made during the presentation. If the presentation consisted in whole or in part of the presentation of data or arguments already reflected in the presenter’s written comments, memoranda or other filings in the proceeding, the presenter may provide citations to such data or arguments in his or her prior comments, memoranda, or other filings (specifying the relevant page and/or paragraph numbers where such data or arguments can be found) in lieu of summarizing them in the memorandum. Documents shown or given to Commission staff during ex parte meetings are deemed to be written ex parte presentations and must be filed consistent with rule 1.1206(b), 47 CFR § 1.1206(b). Participants in this proceeding should familiarize themselves with the Commission’s ex parte rules. For further information, please contact Tracey Wilson at (202) 418-1394 or Gregory Kwan at (202) 418-1191. FCC 3