*Pages 1--5 from Microsoft Word - 58691.doc* PUBLIC NOTICE Federal Communications Commission 445 12 th Street, S. W. Washington, D. C. 20554 News Media Information 202 / 418- 0500 Fax- On- Demand 202 / 418- 2830 TTY 202 / 418- 2555 Internet: http:// www. fcc. gov ftp. fcc. gov DA 06- 1522 Released: July 26, 2006 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF ATX LICENSING, INC. TO BROADVIEW NETWORKS HOLDINGS, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 06- 132 Comments Due: August 9, 2006 Reply Comments Due: August 16, 2006 On June 27, 2006, Broadview Networks Holdings, Inc. (“ Broadview Holdings”) and ATX Licensing, Inc. (“ ATX”) (collectively, the “Applicants”), filed an application, pursuant to section 63.04 of the Commission’s rules, 1 requesting authority to transfer control of ATX to Broadview Holdings. 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under section 63.03( b)( 2)( i) of the Commission’s rules because the proposed transaction will result in: (1) Applicants and their affiliates holding less than a 10% share of the interstate, interexchange market; (2) Applicants and their affiliates providing local exchange service only in areas served by dominant local exchange carriers (none of which is a party to the proposed transactions); and (3) none of the Applicants or their affiliates are dominant with respect to any service. 3 ATX, a Delaware corporation, provides local exchange carrier and interexchange carrier telephone, Internet, e- business, and high- speed data services to business and residential customers throughout the Mid- Atlantic and Midwest regions of the United States. ATX is 1 47 C. F. R. § 63.04; see 47 U. S. C. § 214. 2 Applicants are also filing applications for transfer of control associated with authorization for international services. Any action on this domestic 214 application is without prejudice to Commission action on other related, pending applications. 3 See 47 C. F. R. § 63.03( b)( 2)( i). 1 2 authorized to provide telecommunications services in 43 states and the District of Columbia. 4 ATX is a wholly owned subsidiary of ATX Communications, Inc. (“ ATX Communications”), a Delaware corporation. ATX Communications is a wholly owned subsidiary of Leucadia National Corporation, a publicly traded New York corporation. Broadview Holdings, a privately- held Delaware corporation, is authorized to provide competitive local and/ or long distance telecommunications services in 29 states and the District of Columbia through its four subsidiaries: Broadview Networks, Inc., a New York corporation; Broadview NP Acquisition Corp., a Delaware corporation; BridgeCom International, Inc., a Delaware corporation; and TruCom Corporation, a New York corporation. 5 Peter Barris, a director of Broadview Holdings, is also a director of ProtoStar Ltd., a non- dominant telecommunications services carrier in Bermuda. The following entities own a 10% or greater equity interest in Broadview Holdings: Baker Communications Fund II (QP), L. P., a U. S. entity (17%), 6 and MCG Finance Corporation IH (“ MCG Finance”), a U. S. entity (40%). 7 MCG Finance is wholly owned by MCG Capital Corporation (“ MCG Capital”), a U. S. entity. Applicants assert that no entity owns more than 10% of MCG Capital, and to the best of the Applicants’ knowledge, no other person or entity will directly or indirectly own 10% or more of the equity of Broadview Holdings. Applicants propose to complete a transaction whereby Broadview Holdings will purchase all outstanding shares of ATX Communications, the parent of ATX. Applicants therefore request authority for the indirect transfer of control of ATX Communication’s subsidiary, ATX, to Broadview Holdings. Applicants state that the proposed transaction will serve the public interest because it will be seamless and completely transparent to ATX’s customers, and in no event will it result in the discontinuance, reduction, loss, or impairment of service to customers. In addition, the 4 ATX is authorized to provide telecommunications services in: Alabama, Arkansas, California, Colorado, Connecticut, Delaware, the District of Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Massachusetts, Maryland, Michigan, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Washington, West Virginia, and Wisconsin. 5 Broadview Holdings, through its four subsidiaries, is authorized to provide telecommunications services in: Arkansas, California, Colorado, Connecticut, Delaware, the District of Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, Texas, Vermont, Washington, and West Virginia. 6 The general partner of Baker Communications Fund II (QP), L. P. is Baker Capital Partners II, L. L. C., a U. S. limited liability company. 7 Although MCG has a 60% majority voting control over Broadview Networks, its economic interest in Broadview Networks will be approximately 40%. 2 5 Filings and comments are also 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 CYB402, Washington, D. C. 20554, telephone: (202) 488- 5300, fax: (202) 488- 5563, or via e-mail www. bcpiweb. com. For further information, please contact Cecilia Seppings at (202) 418- 1588, or Adam Kirschenbaum at (202) 418- 7280. - FCC - 5