PUBLIC NOTICE Federal Communications Commission 445 12th 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 07-4186 Released: October 9, 2007 DOMESTIC SECTION 214 APPLICATION FILED FOR THE INDIRECT TRANSFER OF CONTROL OF BROADVIEW NETWORKS HOLDINGS, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 07-224 Comments Due: October 23, 2007 Reply Comments Due: October 30, 2007 The following application was filed pursuant to section 63.03 of the Commission’s rules requesting approval to transfer control of Broadview Networks Holdings, Inc. (“Broadview Holdings” or Transferee), and its operating subsidiaries, A.R.C. Networks, Inc. (“A.R.C.”), ATX Licensing, Inc. (“ATX”), Broadview Networks, Inc. (“Broadview”), Broadview NP Acquisition Corp. (“Broadview NP”), BridgeCom International, Inc. (“BridgeCom”), Eureka Telecom, Inc. (“Eureka”), Eureka Telecom of VA, Inc. (“Eureka-VA”), InfoHighway of Virginia, Inc. (“InfoHighway-VA”), and TruCom Corporation (“TruCom”), from MCG Capital Corporation (“MCG Capital”) (collectively, “Applicants”),1 through either a private placement or public offering stock issuance. As a result of the proposed transaction, MCG Capital may no longer have indirect control of A.R.C., ATX, Broadview, Broadview NP, BridgeCom, Eureka, Eureka-VA, InfoHighway-VA, and TruCom (collectively, “Licensees”). MCG Capital is a publicly-traded Delaware corporation that operates as a holding company and currently holds an approximate 47 percent interest in and controls Broadview Holdings through a subsidiary, MCG Finance Corporation IH, a Delaware corporation. Baker Capital, a U.S. investment entity, currently holds an approximate 15 percent interest in Broadview Holdings. Broadview Holdings, a privately held Delaware corporation, is the parent company of Broadview Networks, Broadview NP, BridgeCom, TruCom, ATX, A.R.C., and Eureka, each of which is a non-dominant carrier providing competitive telecommunications services in multiple states. Broadview Holdings is also the indirect parent of Broadview Networks of Virginia, Inc. (“Broadview-VA”), ATX Telecommunications Services of Virginia, LLC (“ATX-VA”), InfoHighway-VA and Eureka-VA, which provide telecommunications 1 47 C.F.R § 63.03; see 47 U.S.C. § 214. 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. 2 services in Virginia.2 Applicants state that, following the stock issuance, it is not anticipated that any new shareholder would own 10 percent or more of Broadview Holdings, although Baker Capital and MCG Capital may each retain a 10 percent or greater stake in it. 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 Joint Application Filed for the Transfer of Control of MCG Capital Corporation, Transferor, Broadview Networks Holdings, Inc., Transferee, and A.R.C. Networks, Inc., ATX Licensing, Inc., Broadview Networks, Inc., Broadview NP Acquisition Corp., BridgeCom International, Inc., Eureka Telecom, Inc., Eureka Telecom of VA, Inc., InfoHighway of Virginia, Inc., and TruCom Corporation, Licensees, WC Docket No. 07- 224 (filed Oct. 1, 2007). 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 of control 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 October 23, 2007, and reply comments on or before October 30, 2007. Unless otherwise notified by the Commission, Applicants are permitted to transfer control on the 31st day after the date of this notice.4 Comments may be filed using: (1) the Commission’s Electronic Comment Filing System (ECFS), (2) the Federal Government’s eRulemaking Portal, or (3) by filing paper copies. 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://www.fcc.gov/cgb/ecfs/ or the Federal eRulemaking Portal: http://www.regulations.gov. Filers should follow the instructions provided on the website for submitting comments. § For ECFS filers, if multiple docket or rulemaking numbers appear in the caption of this proceeding, filers must transmit one electronic copy of the comments for each docket or rulemaking number referenced in the caption. In completing the transmittal screen, filers should include their full name, U.S. Postal Service mailing address, and the applicable docket or rulemaking number. Parties may also submit an electronic comment by Internet e-mail. To get filing instructions, filers should send an e-mail to ecfs@fcc.gov, and include the following words in the body of the message, “get form.” A sample form and directions will be sent in response. 2 InfoHighway-VA, Eureka-VA, ATX-VA and Broadview-VA are affiliates of Licensees that operate in Virginia. ATX-VA and Broadview-VA only provide intrastate telecommunications services in Virginia and, therefore, do not hold interstate authority from the Commission. 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. 3 § Paper Filers: Parties who choose to file by paper must file an original and four copies of each filing. If more than one docket or rulemaking number appears in the caption of this proceeding, filers must submit two additional copies for each additional docket or rulemaking number. Filings can be sent by hand or messenger delivery, by commercial overnight courier, or by first- class or overnight U.S. Postal Service mail (although we continue to experience delays in receiving U.S. Postal Service mail). All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal Communications Commission. The Commission’s contractor will receive hand-delivered or messenger-delivered paper filings for the Commission’s Secretary at 236 Massachusetts Avenue, N.E., Suite 110, Washington, D.C. 20002. The filing hours at this location are 8:00 a.m. to 7:00 p.m. All hand deliveries must be held together with rubber bands or fasteners. Any envelopes must be disposed of before entering the building. Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority Mail) must be sent to 9300 East Hampton Drive, Capitol Heights, MD 20743. U.S. Postal Service first-class, Express, and Priority mail should be addressed to 445 12th Street, S.W., Washington D.C. 20554. 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). In addition, one copy of each pleading must be sent to each of the following: 1) The Commission’s duplicating contractor, Best Copy and Printing, Inc., 445 12th Street, S.W., Room CY-B402, Washington, D.C. 20554, www.bcpiweb.com; phone: (202) 488-5300 fax: (202) 488-5563; 2) Tracey Wilson-Parker, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S.W., Room 5-A103, Washington, D.C. 20554; email: tracey.wilson-parker@fcc.gov; 3) Alex Johns, Competition Policy Division, Wireline Competition Bureau, 445 12th Street, S.W., Room 5-C317, Washington, D.C. 20554; e-mail: alexis.johns@fcc.gov; 4) David Krech, Policy Division, International Bureau, 445 12th Street, S.W., Room 7-A664 Washington, D.C. 20554; email: david.krech@fcc.gov; and 5) Jim Bird, Office of General Counsel, 445 12th Street, S.W., Room 8-C824, Washington, D.C. 20554; e-mail: jim.bird@fcc.gov. 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 CY-B402, Washington, D.C. 20554, telephone: (202) 488-5300, fax: (202) 488-5563, or via e-mail www.bcpiweb.com. 4 For further information, please contact Tracey Wilson-Parker at (202) 418-1394 or Alex Johns at (202) 418-1167. - FCC -