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9.a) Assignment of Cable Franchise to Midcontinent Communications Meeting Date: 08/16/2011 Agenda Item: � �J City Council Agenda Report City of Scandia 14727 209`h St. North Scandia, MN 55073 (651) 433-2274 Action Requested: Consider giving consent for assignment of the cable franchise and system owned by US Cable to Midcontinent Communications. Deadline/ Timeline: Action is requested prior to a planned closing date of September 30, 2011. Background: • US Cable currently has a franchise agreement with the City of Scandia for operation of cable television. They have requested approvals necessary to sell the system to Midcontinent Communications, a private cable company with most of its operations in North and South Dakota. • Scandia is a member of the Forest Lake Cable Commission (FLCC), a joint powers organization of the cities of Forest Lake, Columbus and Scandia, the purpose of which is to monitor the operations and activities of cable communications in the 3 cities. FLCC reviewed the proposed sale and has recommended that the cities approve the assignment of the franchise. • The City Attorney has reviewed the request and advised that the City cannot unreasonably withhold its consent for the sale. He reviewed the proposed resolution of approval offered by Midcontinent, and recommended modifications of certain provisions prior to the city's approval. (Specifically, removing clauses allowing further assignments without the city's approval and releasing the grantee from franchise obligations occurring prior to the closing date.) Those changes have been made in the draft resolution prepared for the Council's consideration. Recommendation: Staff recommends that the Council adopt the resolution approving assignment of the cable franchise and system owned by US Cable to Midcontinent Communications. Attachments/ • Draft Resolution Materials provided: . Letter Dated June 10, 2011 from US Cable and Midcontinent Communications Page 1 of 2 07/22/11 CITY OF SCANDIA RESOLUTION NO. 08-16-11-01 CONSENTING TO AND APPROVING THE ASSIGNMENT OF THE CABLE FRANCHISE AND SYSTEM TO MIDCONTINENT COMMUNICATIONS WHEREAS, The City of Scandia, Minnesota ("Grantor") granted to US Cable of Coastal-Texas, L.P. or its predecessor ("Grantee"), a franchise to own and operate a cable television system ("System") in the municipality (the "Franchise"); WHEREAS, on June 6, 2011, Grantee entered into an Asset Purchase Agreement (the "Agreement") with Midcontinent Communications ("Assignee") whereby Assignee will purchase and acquire certain assets relating to the System, including the Franchise, from Grantee ("Transaction"); NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCANDIA, WASHINGTON COUNTY, MINNESOTA: 1. Grantor consents to the Transaction to the extent require by the terms of the Franchise. 2. Grantor confirms that (a) the Franchise is valid and outstanding and in full force and effect; (b) there have been no amendments or modifications to the Franchise, except as set forth herein; and (c) Grantee is in compliance with the provisions of the Franchise. 3. Grantor herby waives any right to purchase the system that it may have solely for purposes of this Transaction. 4. This Resolution shall have the force of a continuing agreement with the Grantor, Grantee, and Assignee, and Grantor shall not amend of otherwise alter this Resolution without the written consent of Grantee and Assignee. 5. This Resolution shall take effect immediately upon its passage. Adopted by the Scandia City Council this 16`�'day of August, 2011. Randall Simonson, Mayor ATTEST: Anne Hurlburt, Administrator/Clerk _____._ _ _ __ //i,,. �--" ' === Cable� Mid�ontinent _ . ._ . �'�"'� �" "'� COMMUNICATIO �lS June 10, 2011 ______ City of Scandia ��'��'��'� 14727 209�' Street North Scandia, MN 55073 ��``��`' ��f'�` Attn: Franchise Authority CITY OF SCANDIA Re: ASSET PURCHASE AGREEMENT dated June 6,2011, by and between US Cable of Coastal- Texas, L.P. and Midcontinent Communications Dear Franchise Authority: On behalf of US Cable of Coastal-Texas,L.P. ("US Cable")and Midcontinent Communications ("Midcontinent"),the purpose of this letter is to announce Midcontinent's pending acquisition of the cable system and franchise serving your community. Your consent to this transaction may be required, therefore, we have enclosed materials intended to present you with information regarding the transaction and a draft consent resolution for your approval. We very much appreciate your consideration of these materials and your willingness to help US Cable and Midcontinent meet the closing date of September 30. 2011 and respectfully request that you schedule your consideration for the earliest available meeting. Midcontinent and US Cable are confident that this transaction represents a substantial benefit to customers and your community. Additional information regarding Midcontinent Communications is attached and can be viewed on its website at www.midcocomm.com. The parties hereby submit an original and two(2)copies of the Federal Communications Commission's ("FCC")Form 394, and a draft consent resolution for your review. All required information necessary for your review is contained in the FCC Form 394. We would ask that you review and adopt the attached resolution consenting to the transfer at your earliest possible convenience and return a copy to the following address: Mr. Joseph Appio,Vice President US Cable of Coastal-Texas,L.P. 28 West Grand Avenue, Suite#10 Montvale,NJ 07645 (201)930-9000 ext. 400 Thank you for your consideration. We greatly appreciate your assistance in this matter,and we look forward to working with you. Sincer ly, � ��C �Z�� -� . �;�,�-�,/ � �� Dan Nelson G. Joseph Appio Director of Government Relations Vice President Midcontinent Communications US Cable of Coastal-Texas,L.P. FCC 394 • APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT OR TR.ANSFER OF CONTROL OF CABLE TELEVISION FRANCHISE FOR FR.ANCHISE AUTHORITY USE SECTION 1. GENERAL INFORMATION ONLY DATE: 6/10/2011 1. Community Unit Identification Number: lvtNo75o 2. Application for: X Assignment of Transfer of Control Franchise 3. Franchising authority: City of Scandia 4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located: Scandia, MN 5. Date system was acquired or (for systems constructed by the transferor/assignor)the date on which service was provided to the Apri120, 1999 first subscriber in the franchise area: 6. Proposed effective date of closing of the transaction assigning or September 30, 2011 transferring ownership of the system to transferee/assignee: 7. Attach as an Exhibit a schedule of any and all additional information or Exhibit material filed with this application that is identified in the franchise as No. 1 required to be provided to the franchising authority when requesting its approval of the type of transaction that is the subject of this application. PART I -- TP.ANSFEROR/ASSIGNOR 1. Indicate the name, mailin address, and tele hone number of the transferor/assi nor. Legal name of Transferor/Assignor(if individual, list last name first) US Cable of Coastal-Texas, L.P. Assumed name used for doing business (if any) US Cable FCC 394(Page 1) September 1996 28 West Grand Avenue, Suite 10 City State Zip Code Telephone No. (include area Montvale NJ 07645 code) 201-930-9000 X400 2.(a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or transfer of control (including any exhibits or schedules thereto Exhibit necessary in order to understand the terms No. 2 thereo fl. If there is only an oral agreement, reduce the terms to writing and attach. (Confidential trade, business, pricing or marketing information, or other information not otherwise publicly available, may be redacted). (b) Does the contract submitted in response to (a) above embody the full and X Yes No complete agreement between the transferor/assignor and the transferee/assignee? If No, explain in an Exhibit. Exhibit No. N/A FCC 394(Page 2) September 1996 Part II -- TRANSFEREE/ASSIGNEE ' 1.(a Indicate the name, mailin address, and tele hone number of the transferee/assi nee. Legal name of Transferee/Assignee (if individual, list last name first) Midcontinent Communications Assumed name used for doing business (if any) Midcontinent Mailing street address or P.O. Box 3600 S. Minnesota Drive, Suite 700 City State Zip Code Telephone No. (include area Minneapolis MN 55435 code) 952-844-2611 (b) Indicate the name, mailing address, and telephone number of person to contact, if other than transferee/assi nee. . Name of contact person (list last name first) Nelson, Dan Firm or company name (if any) Midcontinent Communications Mailing street address or P.O. Box 3901 N. Louise Avenue CiTy State Zip Code Telephone No. (include area Sioux Falls SD 57107 code) 605-357-5835 (c) Attach as an Exhibit the name, mailing address, and telephone number of Exhibit No. each additional person who should be contacted, if any: 3 d Indicate the address where the s stem's records will be maintained. 3901 N. Louise Avenue City State Zip Code Sioux Falls SD 57107 FCC 394(Page 3) September 1996 � 2. Indicate on an attached exhibit any plans to change the current terms Exhibit and conditions of service and operations of the system as a consequence of No. the transaction for which approval is sought. N/A FCC 394(Page 4) September 1996 SECTION IL TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS l. Transferee/Assignee is: Corporation a. Jurisdiction of d. Name and address of registered incorporation: agent in Jurisdiction b. Date of inco oration: c. For profit or not-for- rofit: Limited a. Jurisdiction in which c. Name and address of registered Partnership formed: agent in Jurisdiction b. Date of formation: X General a. Jurisdiction whose laws b. Date of formation: April, 2000 Partnership govern Formation: South Dakota � � � ❑ Individual ❑ Other. Describe in an Exhibit Exhibit No. N/A 2. List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its officers, directors, stockholders beneficially holding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity interest of more than 5%. Use only one column for each individual or entity. Attach additional pages if necessary. (Read carefully --the lettered items below refer to corresponding lines in the following table.) (a) Name, residence, occupation or principal business, and principal place of business. (If other than an individual, also show name, address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the applicant first, officers, next, then directors and, thereafter, remaining stockholders and/or partners. (b) Citizenship. (c) Relationship to the transferee/assignee (e.g., officer, director, etc.) (d)Number of shares or nature of partnership interest. FCC 394(Page 5) September 1996 � (e) Number of votes. (� Percentage of votes. See attachment for additional information FCC 394(Page 6) September 1996 ATTACHMENT TO FORM 394 Section II, Item 2 The names, residence addresses and business addresses of all persons and entities having, controlling, or being entitled to have or control five percent or more of the ownership of the applicant, and the respective ownership share of each such person or entity are below. As the Company is privately held, information regarding share ownership is generally not disclosed: Patrick McAdaragh, President and CEO, Business Address: 3600 Minnesota Drive, Suite 700, Minneapolis, MN 55435. Home Address: 15465 Lucerne Circle, Burnsville, MN 55306 Steven Grosser, Chief Financial Officer, Business Address: 3600 Minnesota Drive, Suite 700, Minneapolis, MN 55435. Home Address: 18500 34th Avenue N., Plymouth, MN 55447 Richard Busch, Chief Operating Officer, Business Address: 3901 N. Louise Avenue, Sioux Falls, SD 57107. Home Address: 4513 S. Southridge Drive, Sioux Falls, SD 57105 Comcast Corporation, a publicly traded company. Business Address: 1500 Market Street, Philadelphia, PA 19102 FCC 394(Page 7) September 1996 3. If the applicant is a corporation or a limited partnership, is the � Yes No transferee/assignee formed under the laws of, or duly qualified to transact business in, the State or other jurisdiction in which the system operates? If the answer is No, explain in Exhibit. Exhibit No. 4 4. Has the transferee/assignee had any interest in or in connection with an Yes X No application which has been dismissed or denied by any franchise authority? If the answer is Yes, describe circumstances in an Exhibit. Exhibit No. N/A 5. Has an adverse finding been made or an adverse final action been taken by ❑ Yes � No any court or administrative body with respect to the transferee/assignee in a civil, criminal or administrative proceeding, brought under the provisions of any law or regulation related to the following: any felony; revocation, suspension or involuntary transfer of any authorization (including cable franchises) to provide video programming services; mass media related anti trust or unfair competition; fraudulent statements to another government unit; or employment discrimination? If the answer is Yes, attach as an Exhibit a full description of the persons and Exhibit matter(s) involved, including an identification of any court or administrative No. N/A body and any proceeding (by dates and file numbers, if applicable), and the disposition of such proceeding. 6. Are there any documents, instruments, contracts or understandings relating to ❑ Yes X No ownership or future ❑ ownership rights with respect to any attributable interest as described in Question 2 (including, but not limited to, non-voting stock interests, beneficial stock ownership interests, options, warrants, debentures)? If yes, provide particulars in an Exhibit Exhibit No. N/A 7. Do documents, instruments, agreements or understandings for the pledge of X❑ Yes ❑ No stock of the transferee/assignee, as security for loans or contractual performance, provide that: (a) voting rights will remain with the applicant, even in the event of default on the obligation; (b) in the event of default, there will be either a private or public sale of the stock; and (c)prior to the exercise of any ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC and/or of the franchising authority, if required pursuant to federal, state or local law or pursuant to the terms of the franchise agreement be obtained? FCC 394(Page 8) September 1996 If No, attach as Exhibit a full explanation. Exhibit No. N/A SECTION III. TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS 1. The transferee/assignee certifies that it has sufficient net liquid assets on hand X Yes No or available from committed resources to consummate the transaction and operate the facilities for three months. 2. Attach as an Exhibit the most recent financial statements, prepared in Exhibit accordance with the generally accepted accounting principals, including a No. 5 balance sheet and income statement for at least one full year, for the transferee/assignee or parent entity that has been prepared in the ordinary course of business, if any such financial statements are routinely prepared. Such statements, if not otherwise publicly available, may be marked CONFIDENTIAL and will be maintained as confidential by the franchise authority and its agents to the extent permissible under local law. SECTION IV. TRANSFEREE'S/ASSIGNEE'S Set forth in an E�ibit a narrative account of transferee's/assignee's technical Exhibit qualifications, experience and expertise regarding cable television systems, No. 6 including, but not limited to, summary information about appropriate management personnel that will be involved in he system's management and operations. The transferee/assignee may, but need not, list a representative sample of cable systems currently or formerly owned or operated. FCC 394(Page 9) September 1996 SECTION V. CERTIFICATIONS Part I -- Transferor/Assignor All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. I CERTIFY that the statements in this application are Signature true, complete and correct to the best of my knowledge , � and belief and are made in good faith. {- - ��J , , � " �'_ � f .. � WILLFUL FALSE STATEMENTS MADE ON THIS Date FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, TITLE 18, SECTION 6/10/2011 1001. Print full name: G. Joseph Appio Check appropriate classification: ❑ Individual ❑ General Partner X Corporate Officer ❑ Other: Explain: (Indicate Title) Vice President Part II -- Transferee/Assignee All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. The transferee/assignee certifies that he/she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. I CERTIFY that the statements in this application are Signature true, complete and correct to the best of my knowledge • and belief and are made in good faith. G`J WILLFUL FALSE STATEMENTS MADE ON THIS Date FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, TITLE 18, SECTION 6/10/2011 FCC 394(Page ]0) September 1996 -- 1001. Print full name: W. Tom Simmons, Senior Vice President of Public Policy Midcontinent Communications By: Midcontinent Communications Investor, LLC Its: Managing Partner Check appropriate classification: ❑ Individual ❑ General Partner X-Corporate Officer ❑ Other: FCC 394(Page 11) September 1996 � Exhibit 1 Not Applicable. FCC 394(Page 12) September 1996 Exhibit 2 Attached is a copy of the Asset Purchase Agreement dated June 6, 2011 by and between US Cable of Coastal- Texas, L.P. and Midcontinent Communications. Consistent with applicable law, confidential trade, business, pricing and marketing information, and information not otherwise publicly available or not necessary in order to understand the Transaction has been redacted. FCC 394(Page 13) September 1996 Exhibit 3 W. Tom Simmons Senior Vice President of Public Policy Midcontinent Communications 3901 N. Louise Avenue Sioux Falls, SD 57107-0112 (o) 605-357-5491 Tom_Simmons@mmi.net FCC 394(Page 14) September 1996 Exhibit 4 The Transferee/Assignee will be qualified to do business in each state where the cable systems are located prior to the closing of the Transaction. FCC 394(Page I S) September 1996 Exhibit 5 Midcontinent Communications has attached under separate cover, a copy of its Financial Statement for the period 9/1/2009 to 8/31/2010. The Financial Statements are deemed to be a Trade Secret as that term is defined in Minnesota law.l The Financial Statements are being provided subject to the protections available under the Minnesota Government Data Practices Act. 2 Specifically, Midcontinent has designated the Financial Statements Trade Secret information, which designation classifies the information as nonpublic data pursuant to Minn. Stat. § 13.37, subd. 2. The information which has been designated as Trade Secret relates to confidential trade, business and pricing information relating to Midcontinent. Such information is the subject of efforts by Midcontinent that are reasonable under the circumstances to maintain its secrecy and that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Accordingly, the information designated as Trade Secret shall not be disclosed by the City or otherwise made publicly available during the course of this process. In the event a request to disclose the information is received by the City, individually or collectively, please notify Nancy Vogel at the following address at least ten (10) days prior to the requested disclosure so that we might have the opportunity to assert our rights to maintain the data as non-public before the appropriate forum. Nancy Vogel Director of Revenue Assurance Midcontinent Communications 3901 North Louise Ave Sioux Falls, SD 57107 Phone (605) 357-5485 Nancy_Vogel@mmi.net 1 Minn. Stat. 13.37, Subd. 1(b). 2 Id. FCC 394(Page 16) September 1996 Exhibit 6 Midcontinent Communications, an affiliate of Midcontinent Media, Inc. and Comcast, is one of the Upper Midwest's leading full service cable and telecommunications companies. Midcontinent Communications serves over 200 communities and nearly a quarter million customers in North Dakota, South Dakota and Minnesota with cable television, local and long distance telephone, broadband Internet, and cable advertising services. Midcontinent Media's history began with a small movie theater in Minneapolis during the Great Depression. The desire to build a family business by entertaining and satisfying customers has remained consistent from the very first day. Innovation and foresight moved the company through operations of a chain of movie theaters, the first television stations in South Dakota, a group of radio stations in small, medium and major markets, the first cable television systems in South Dakota, one of the nation's first competitive telephone service companies, a video retail operation, and a national telemarketing company. In recent years, Midcontinent has divested of many of its successful operations to concentrate on the development of its premier cable telecommunications network throughout North Dakota, South Dakota and select communities in Minnesota. The expansion of fiber optics throughout the greater service area and the rebuild of local systems have provided the company with the tools to bring advanced digital television, broadband Internet, and in many areas, telephone services, to complete the bundle of advanced products available from a single provider. Midcontinent's mission statement challenges us to respond to the needs of our custorners every day. We intend to satisfy our customers by: "Valuing our customers, as honored guests by creating and delivering high quality services that customers want, in exclzange for a fair price. Developing our employees and treating them fairly, and contributing to the communities in which we are a part." Midcontinent Communications Management Team: Mark Niblick Chairman of the Board FCC 394(Page 17) September 1996 Midcontinent Media, Inc. Mark Niblick serves as the Chairman of Midcontinent Media, Inc. He joined the company in 1985, and served as President and CEO from 2001 to 2007. Mr. Niblick holds undergraduate and law degrees from Indiana University, and was a practicing Attorney and CPA prior to joining Midcontinent. In addition, he also served as an Adjunct Professor at the University of Minnesota School of Law. Mr. Niblick is actively involved as a board member of several Twin Cities non-profit organizations, and has served as board chair of Variety Children's Association and the Community University Health Care Center. In 2007 he was presented the Award of Distinction by the Regents of the University of Minnesota. In addition, he is a director on the National Cable & Telecommunications Board. Patrick McAdaragh President and Chief Executive Officer/Owner Midcontinent Media, Inc. and Midcontinent Communications Pat McAdaragh has been actively involved with all aspects of Midcontinent since 1981, becoming President and CEO in 2007. During Mr. McAdaragh's tenure, he has held a number of key positions in Finance and Operations including Chief Operating Officer and Director of Treasury Operations. In his 30 years, Mr. McAdaragh has been deeply involved in all of Midcontinent's various holdings, including theaters, cable, radio, broadcast TV, satellite teleport, and video rental businesses. Over the past decade, he has been instrumental in transforming over 240 standalone cable systems into an interconnected fiber optic network spanning 4,500 miles, passing nearly a half a million homes, and serving approximately 250,000 homes and businesses. Mr. McAdaragh is a native of Sioux Falls, SD and received a BA in Accounting from Augustana College in Sioux Falls. He also serves on the board of directors for CableLabs. Dick Busch Chief Operating Officer/Owner Midcontinent Media, Inc. and Midcontinent Communications Dick Busch has chief management responsibility for Operations, including Customer Care, Field Operations, Training, and Operations Systems and Support, as well as oversight for Midco Connections, MMI's customer contact center which provides services for the direct marketing industry. Mr. Busch began his Midcontinent career in 1976 and worked with management information systems for the cable, television, radio, telephone, theater, satellite, and retail divisions of Midcontinent Media, Inc. Currently he oversees approximately 800 employees. He was elected to the Midcontinent Board of Directors while serving as the Chief Technology Officer and currently maintains that seat as the Chief Operating Officer, a position he has held since 2007. A native of Rugby, ND, Mr. Busch holds a degree from the North Dakota State College of Science and completed a business program at the University of Sioux Falls. FCC 394(Page 18) September 1996 Steven Grosser Chief Financial Officer/Owner Midcontinent Media, Inc. and Midcontinent Communications Steve Grosser, a Cokato, MN native, has been with Midcontinent since 1990. Named Chief Financial Officer in 2001, he is responsible for all of Midcontinent's Finance, Mergers &Acquisitions, Legal & Regulatory, Risk Management, Infortnation Systems, and Progratnming activities, as well as the company's long-term financial and tax planning. In his 20 years, Mr. Grosser has been involved in all of Midcontinent's holdings, including theaters, cable, radio, broadcast TV, satellite teleport, and video rental businesses. Prior to becoming CFO, Mr. Grosser served as Controller for Midcontinent. He is a CPA and was previously employed by Grant Thornton LLP in its Minneapolis, MN office. Mr. Grosser earned a BS in Accounting from St. Cloud State University. W. Thomas Simmons Senior Vice President, Public Policy Midcontinent Communications Tom Simmons was named Senior Vice President of Public Policy in 2007 and is primarily involved in public policy, public relations, public affairs, and government relations. Mr. Simmons is the general spokesperson for the company. Since starting with the company in 1987, he has served as Vice President of Commercial Services, Vice President and General Manager of Midco Communications, and Vice President and General Manager of Midcontinent's South Dakota Radio Broadcasting Division. He provides testimony on a variety of telecommunications issues before the US Senate Commerce Committee, the US Senate Ag Committee, US House Agriculture Committee, state Public Utilities Commissions, and legislative committees. Mr. Simmons is a graduate of Concordia College. Brad Schoenfelder Vice President of Information Systems Midcontinent Communications Brad Schoenfelder joined Midcontinent in 1987 and worked with the company eleven years in the server area before taking a position in the sub-prime credit card industry. In 2002, he returned to Midcontinent to run the networking department. During this time he was responsible for managing the roll-out of the VoIP platform, and the installation of multiple-fiber networks which provided the infrastructure to provide phone, video, and broadband to Midcontinent subscribers in the tri-state area. In 2008, Mr. Schoenfelder was given the responsibilities of directing software development and acquisition, server and workstation management and security services for the company. He became Vice President of Information Systems in 2010. Mr. Schoenfelder graduated from Dakota State University with an AS in Computer Science and a BS in Business Administration. FCC 394(Page l9) September 1996 Trish McCann Vice President of Marketing Midcontinent Communications Trish McCann joined Midcontinent Communications in 2001, became Director of Marketing in 2002 and Vice President of Marketing in 2010. Her areas of responsibility include planning and executing marketing strategy, objectives and initiatives throughout Midcontinent's footprint for both residential and business services. Additional areas of oversight include customer and employee communications, corporate websites and events. Before coming to Midcontinent, Ms. McCann was Regional Director for Barnes &Noble College Bookstores. She has a BS in Sociology from South Dakota State University. Jon Pederson Vice President of Technology Midcontinent Communications Jon Pederson began his career as an Intern with Midcontinent in 1987 was named Vice President of Technology in 2007. He oversees all engineering and construction including phone and data networking, Business Solutions engineering, and all central technical systems and infrastructure, insuring those systems are always available to the customer. Mr. Pederson has served as Director of Technical Services and Director of Network Services, among other positions for Midcontinent. He designed and implemented MidcoNet Internet services and Midcontinent's digital phone product, and established the Network Operations Center. He is responsible for creating the first metropolitan fiber network in the city of Sioux Falls and implementing the first cable modem system in the upper Midwest. Mr. Pederson has an AS in Computer Programming from Southeast Technical Institute and a BS in Psychology from Augustana College. Mark Powell Vice President of Business Solutions Midcontinent Communications Mark Powell is responsible for all outside sales, sales support, and production for Midcontinent Communications, including Midco Sports Network. In his current role, Mr. Powell has successfully launched a direct sales platform, the Business Solutions concept and plan, and the Enterprise sales unit. He began his Midcontinent career as an Account Executive. He has served as Local Sales Manager, General Sales Manager and became Director of Sales in 1999 and Vice President in 2007. As Director of Sales, he led the sales group through integration into the greater part of the company, pushing for increased revenue in all aspects. Mr. Powell holds a MBA from the University of Sioux Falls, a BS from the UniversiTy of Central Oklahoma and a BA from Augustana College. He serves on the board of directors for Junior Achievement of the Sioux Empire. FCC 394(Page 20) September 1996 Debbie Stang Vice President Human Resources Debbie Stang became Vice President of Human Resources in 2007 and is responsible for overseeing Human Resources throughout Midcontinent Communications, the Midco Call Center, and Midcontinent Media, Inc. As Vice President, her core functions include the benefits, compensation, payroll, employee relations, recruitment, staffing, human resources information management, and leadership development. She leads her team in ensuring that human resources strategies, programs and services are aligned with the mission and values of Midcontinent, while demonstrating a commitment to enhance diversity and fairness in the workplace. Ms. Stang began her career with Midcontinent Communications in Sioux Falls as a staff accountant in 1984. In 1988, she became Payroll Manager and in 1993, she transferred to the corporate office in Minneapolis and became Employee Benefits Manager. She received a BA from Concordia University-Saint Paul in Human Resource Management. Gary Shawd Vice President of Operations Systems Midcontinent Communications Gary Shawd joined Midcontinent in 1986 as a Computer Programmer and later he rejoined Midcontinent Communications in 2009 as Director of Operations System. In 2010 he became Vice President of Operations Systems and his responsibilities include: Technical Training, Talent Development, Operations Analysts, and Materials Management. A recent addition to his team includes a Customer Experience Manager that will focus on gathering feedback from customers and improving processes to improve the customer experience. Mr. Shawd graduated from the University of South Dakota with a BS in Computer Science. Kent Johnson Vice President of Finance Midcontinent Communications Kent Johnson, an Emmetsburg, IA native has been with Midcontinent since 2009. He is responsible for financial reporting, budgeting, forecasting, and tax planning activities. Mr. Johnson began his career in public accounting with six years at Boulay, Huetmaker, Zibell and Company, as an auditor and a CPA. He also worked as Assistant Controller at International Decision Systems and was the Controller at Northern Contours. Mr. Johnson received a BS in Accounting from Mankato State University in 1993. FCC 394(Page 21) September 1996 , Nancy Vogel Director of Revenue Assurance Midcontinent Communications Nancy Vogel joined Midco Communications, Inc. in 1986. In 2005, Ms. Vogel was named Director of Revenue Assurance. Her responsibilities include telephone carrier contracts, regulatory reporting, franchise administration, and collections. Ms. Vogel graduated from Dakota State University with a BS in Business Administration. She is a CPA, and, before joining Midcontinent, was employed as a senior auditor with the Minnesota State Auditor's Office and First Bank System. Dan Nelson Director of Governmental Affairs Midcontinent Communications Dan Nelson represents the company at the state and local level in North and South Dakota and in Minnesota. Nelson joined Midcontinent Communications in 2006. Previously, he was Public Affairs Director for the Sioux Falls Area Chamber of Commerce and Vice President of Governmental Affairs for the North Dakota State Chamber of Commerce. Nelson also has trade association experience and he has worked on multiple local and statewide political campaigns. Mr. Nelson holds a BS in Political Science and a Master's in Public Administration from the University of South Dakota. FCC 394(Page 22) September 1996 Comcast Corporation Midcontinent Media, Inc. Comcast Midcontinent, LLC Midcontinent Communications Investor, LLC Midcontinent Communications , . �- � \ � ////�.._ Midcontinent 3901 North Louise Avenue C 0 M M U N 1 C A T I 0 N S Sioux falls,South Dakota 57107 r----------- i �� August 8, 2011 r, City of Scandia ATTN: Franchise Authority 14727 209th St N CITY OF SCANUTA Scandia, MN 55073 Dear Franchise Authority: We recently submitted materials to you announcing Midcontinent Communications' pending acquisition of the cable system serving your community. All of the employees and management of Midcontinent Communications are eager to begin our new relationship with your community.We look forward to providing excellent customer service and the latest in technology once the transaction is closed and the transfer of operations is complete. I have enclosed an introductory overview of Midcontinent Communications for your use and review.As the brochure shows, Midcontinent Communications is people and community oriented,committed to solid business practices and has a long and distinguished history operating in the Northern Plains.The cable systems we are acquiring from US Cable make a good fit and welcome addition to our existing operations in Minnesota and the Dakotas. Additional information about Midcontinent Communications is available on our webpage and we are ready and open to answering any questions you have. The materials previously submitted to you explained the transaction and included a proposed resolution consenting to the transfer of the cable system for your review and adoption. We look forward to getting this item on the agenda for consideration in the near future and would be happy to address any questions or concerns you might have. Thanks in advance for your help and cooperation. Sincerely, �� Daniel C. Nelson Director of Governmental Affairs Over Fif�y Years o f Service �'� '`,�1� �,�,` -'�`� ,;�� /� ;%��f�� u �� , ,. �'% �� , , /" � ---� � 4 �*n+�, � � % -�. . 6 �:, � � ( � �s ✓ �, i � � i ;` , t`�� ; r�.�' . ` � ` � .. �� ! a ��. .�.,�F*� ;a:<;.;. �- _ .��i'� �.�1_'� N�: . Residentiai Services & Business Solutions ///.,_ Midcontinent C 0 M M U N / C A T 1 0 N S part of our community• part of your lifeT"' // i�, / ,. Midcontinenf C 0 M M U N I C A T I 0 N S � � �� Midcontinent Communications is pleased to announce they have entered into an agreement to purchase the Minnesota cable systems of US Cable. The systems pass approximate�y 86,000 homes and serve approximately 33,000 ,; customers. In announcing the purchase Pat McAdaragh, President and CEO of Midcontinent Communications said: "We're excited about the opportunity io serve our new customers and become part oi these communities. We believe ihese systems are a i�ice fit for us. The US Cable fiber network is within i 00 miles of our fiber network and we plan to connect the two networks, thereby expanding our reach eastward and getting us into the main network operator inter�connect location in Minneapolis." US Cable and Midrontineni Communications tearns will be working together on a smooth transition for customers and local governments vrith an ex��ected clnsing date in Fall 2011, pending regulatory approval. ._ .,.,..: .. ,, . . _ . _ _ ....._.._......� ° pa :o , �,�,.�-"`��'�r��`� e ..Q , P.. t: � b Expanding Our Minnesota Footprint �`'� * �'� � ; Communities presently � • �=,..�� , ,� served by US Cable fit ''�::�, ,:-•�� o well with existing systems :°� � ° ° • served by Midcontinent \�� _`�:- Communications. o`�,_ : , ��' �� US Cable Acquisition 00�'o- .�'.` ..y q 4. • ��qqq,,,�� e� ' ' ° �. � 4��..+� '�0 OP•�yJ,'�.fd.. ...� • •O e �• bYy ; . ��..y,,...yyJJJ��- . ...."""'...........p...........Ay A C ///i�,,. Midcontinenf C 0 M M U N 1 C A T/ 0 N S � � �ETTE INTERNATIONAL FALLS • ELY TOWER n � BABBITT � �� Nathem Plains Ne:r,ark b ASS LAKE � At �iidcontinent, we've harnessed our own star power to create ihis region's biggest, most reliable fiber optic netv✓ork.And ii's giving our best and brightest afl the tools they need to succeed and grow right here at home. li starts with our self-healing fiber optic network, backed by direct fiber connections to - three separate Tier 1 Internet providers. Installed in redundant rings throughout our states, these multiple rings render a fiber cut less disruptive than a paper cut. In faci, thanks to these - ingenious rings, when a fiber cut occurs, all network traffic instantaneously reverses direction so your service is virtually uninterrupted — less than 50 milliseconds. NPNet is also power redundant. We employ thousands of batteries and hundreds of generators situated throughout the region, ensuring uninterrupted service even during power outages. �:,; �;.> . �AIRMONT �� s�uE�t� '► _-� �` � n r ///////... Midcontinenf C 0 M M U N/ C A T I 0 N S � ;w' At Midcontinent, we don't want our services to be the only way we connect with the communities where our customers and our employees live and work. We believe it's important to support them in every way we can, by giving our time and our talents where they can really make a difference for you. Midcontinent is proud to sponsor many community events throughout our service region —from the Bass Tournament in International Falls to the World Wide Day of Play in Bemidji. We a.lso work ta bring some extra excitement to our communities with sper,ial events like bringing the Minnesota Wild Tour to Moorhead and providing Wi-Fi access at the Big Iron Show in West Faryo. We always enjoy hostirig special appearances �, by TV characters like Dora the Explorer and Diego. We've long supported local college and youth athletic teams in the communities we serve. We also proudly broadcast games for Bemidji State University, Universiiy of Minnesota-Crookston, Nlinnesota State University-Moorhead and other collegiate teams. Just consider us pari of the cheering section. ,:.� ° d`. Giving Back �: r � �. Midcontinent Media Foundation, established in 1987, is the charitable '' fr arm of the Midcontinent family of companies. To date, the Foundation � r ' has contributed over two million dollars to support the �vork of non-profit organizations throughout the Midcontinent service area. Organizations that ':r< serve our communities are encouraged to apply for future grants for special projects, facilities improvements, equipment, and programs. Priority is given to organizations that operate within our service area. The Foundation reviews all grants in March and Sepiember of each � year. Our next deadline ior applications is in September 2011. Funding is distributed shortly after Foundation approval. ��-< Donated Air-time �' � Dollar Va1ue of Public Service Announcements (2009-20i0) �� „ "�` � 2009 $205K `� 2010 $309.6K =.t;. � r TOTAL $514.5K ,. � 'All stalisGbs as o/2/23�2011 �.,`�* . �� ..�. � R � \'/