PUBLIC NOTICE Federal Communications Commission 445 12th St., S.W. Washington, D.C. 20554 News Media Information 202 / 418-0500 Internet: http://www.fcc.gov TTY: 1-888-835-5322 DA 11-1888 Released: November 15, 2011 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF EDUCATION NETWORKS OF AMERICA, INC. AND ENA SERVICES, LLC TO ENA HOLDING CORPORATION STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 11-185 Comments Due: November 29, 2011 Reply Comments Due: December 6, 2011 On October 28, 2011, Education Networks of America, Inc. (Education Networks), ENA Services, LLC (ENA), (together, ENA Entities), and ENA Holding Corporation (ENA Holding) filed an application pursuant to sections 63.03 and 63.04(a) of the Commission’s rules1 to transfer control of the ENA Entities’ blanket domestic Section 214 authorization to ENA Holding.2 The ENA Entities, both Delaware corporations, provide telecommunications services, primarily to school districts and libraries that participate in the school and libraries “E-Rate” program in Florida, Georgia, Idaho, Indiana, Maryland and Tennessee. ENA, a Delaware corporation, is a wholly-owned subsidiary of Education Networks. The 10 percent or greater owners of Education Networks are GST Exempt Trust, d/b/a Cumberland Valley Farm (Cumberland) (28.1 percent) and ENA Investors, L.L.C. (13.8 percent). Al Ganier, a U.S. citizen, is the trustee and beneficiary for life of Cumberland. ENA Investors, L.L.C. is a fund made up of accredited investors, none of whom owns 10 percent or more of the entity. The fund is managed by Ravenswood Capital Management LLC, which is owned by Daniel Kanter and David Abraham, both U.S. citizens. ENA Holding, a Georgia corporation, is a newly created company that will be the holding company of the ENA Entities, post-consummation, and is not currently a telecommunications provider. At the closing of the transaction, the ten percent or greater owners of ENA Holding will be MSouth Equity Partners II, L.P. (MSouth) (85 percent) and Cumberland (12.5 percent). MSouth is a private equity investment firm that is managed by its general partner, MSouth Equity Partners II, GP, LLC. The following U.S. citizens are the managing members of MSouth Equity Partners II, GP, LLC: Mark L. Feidler, Michael D. Long, Bart A. McLean and Peter S. Petit. The only entity that owns 10 percent or greater of MSouth is the Board of Regents of the University of Texas System (17.86 percent). 1 47 C.F.R §§ 63.03, 63.04(a); see 47 U.S.C. § 214. 2 Applicants filed a supplement to the application on November 4, 2011. Pursuant to a merger agreement, ENA Holding will acquire 100% of the issued and outstanding equity interests of Education Networks. To effectuate the transaction, ENA Merger Sub, Inc., a wholly- owned subsidiary of ENA Holding, will merge with and into Education Networks, with Education Networks, and its subsidiary ENA, surviving as wholly-owned subsidiaries of ENA Holding. Applicants assert that the proposed 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.3 Domestic Section 214 Application Filed for the Transfer of Control of Education Networks of America, Inc. and ENA Services, LLC to ENA Holding Corporation, WC Docket No. 11-185 (filed October 28, 2011). 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 November 29, 2011, and reply comments on or before December 6, 2011. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice.4 Comments should be filed using the Commission’s Electronic Comment Filing System (ECFS). See Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998). § Electronic Filers: Comments may be filed electronically using the Internet by accessing the ECFS: http://fjallfoss.fcc.gov/ecfs2/. In addition, e-mail one copy of each pleading to each of the following: 1) The Commission’s duplicating contractor, Best Copy and Printing, Inc., fcc@bcpiweb.com; phone: (202) 488-5300; fax: (202) 488-5563; 2) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau, tracey.wilson@fcc.gov; 3) Christopher Sova, Competition Policy Division, Wireline Competition Bureau, christopher.sova@fcc.gov; and 4) Jim Bird, Office of General Counsel, jim.bird@fcc.gov. Filings and comments are available for public inspection and copying during regular business hours at the FCC Reference Information Center, Portals II, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. They may also be purchased from the Commission’s duplicating contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554; telephone: (202) 488-5300; fax: (202) 488-5563; e-mail: fcc@bcpiweb.com; url: www.bcpiweb.com. 3 47 C.F.R. § 63.03(b)(2)(i). 4 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in connection with the proposed transaction. 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), (202) 418-0432 (tty). For further information, please contact Tracey Wilson at (202) 418-1394 or Christopher Sova at (202) 418-1868. - FCC -