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 08-1742 Released: July 25, 2008 DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CERTAIN ASSETS OF LIGHTWAVE COMMUNICATIONS, LLC TO BROADVIEW NETWORKS, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 08-137 Comments Due: August 8, 2008 Reply Comments Due: August 15, 2008 On June 30, 2008, Lightwave Communications, LLC (Lightwave) and Broadview Networks, Inc. (Broadview) (collectively Applicants) filed an application pursuant to section 63.03 of the Commission’s rules requesting approval for Broadview to acquire certain assets of Lightwave.1 Lightwave, a Delaware limited liability company, provides competitive local voice and long distance services in Maryland, Virginia, and the District of Columbia. The following U.S. entities own a 10 percent or greater interest in Lightwave: Debra Ricigliano (21.9 percent) and Eagle Venture Partners (18.02 percent). Broadview, a New York corporation, and its parent company, Broadview Networks Holdings, Inc., a Delaware corporation, and its affiliated entities, offer competitive local, intrastate, and interexchange services in multiple states, including Maryland, Virginia, and in the District of Columbia.2 Applicants state that the following U.S. entities currently own a 10 percent or greater interest in Broadview Networks Holdings, Inc.: Baker Capital (approximately 15 percent)3 and MCG Capital Corporation (approximately 47 percent).4 1 47 C.F.R. § 63.03; see 47 U.S.C. § 214. 2 In Virginia, Broadview provides intrastate interexchange and local exchange services through a wholly-owned subsidiary, Broadview Networks of Virginia, Inc. Broadview Networks Holdings, Inc. is the parent company of the following US entities offering competitive telecommunication services: Broadview NP Acquisition Corp., BridgeCom International, Inc., TruCom Corporation, ATX Licensing, Inc., A.R.C. Networks, Inc., and Eureka Telecom, Inc. It is also the indirect parent company of ATX Telecommunications Services of Virginia, LLC, InfoHighway of Virginia, Inc., and Eureka Telecom of VA, Inc. 3 Applicants state that Baker Capital indirectly controls two funds, Baker Communications Fund II (QP), L.P. and Baker Communications Fund, L.P., which are both U.S. entities. Baker Communications Fund II (QP), L.P. directly owns approximately 10 percent of Broadview Networks Holdings, Inc.. 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. No member of Baker Capital Partners II, L.L.C. holds more than 50 percent of Baker Capital Partners II, L.L.C. 4 Applicants state that no other entity owns more than 10 percent of MCG Capital Corporation. Applicants further state that Broadview Networks Holdings, Inc. has plans to issue new stock through either a private placement or a public offering of Broadview Networks Holdings, Inc. stock. In the event that the anticipated stock issuance occurs, ownership of Broadview Networks Holdings, Inc. may be dispersed among multiple new shareholders, and control 2 Since February 11, 2008, Lightwave has been operating under the protection of the Bankruptcy Court for the District of Maryland, Greenbelt Division (Bankruptcy Court). Through an Asset Purchase Agreement entered into between Lightwave and Broadview as of June 12, 2008, Lightwave has agreed to sell certain assets, including customer contracts and network transmission and switching facilities, in Maryland, Virginia, and the District of Columbia.5 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.6 Application Filed for the Transfer of Control of Certain Assets from Lightwave Communications, LLC to Broadview Networks, Inc., WC Docket No. 08-137 (filed June 30, 2008). GENERAL INFORMATION The Wireline Competition Bureau finds, upon initial review, that the transfer of control identified herein is 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 C.F.R. § 63.03(a), interested parties may file comments on or before August 8, 2008, and reply comments on or before August 15, 2008. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day after the date of this notice.7 Comments must be filed electronically using (1) the Commission’s Electronic Comment Filing System (ECFS) or (2) the Federal Government’s eRulemaking Portal. See 47 C.F.R. § 63.03(a) (“All comments on streamlined applications shall be filed electronically . . . .”); Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998). § 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 of Broadview Networks Holdings, Inc. and its subsidiaries and their respective Boards of Directors may be relinquished by its current owners. Applicants further state that, although Broadview will not know the exact ownership of Broadview Networks Holdings, Inc. until after the offering is completed, Applicants do not anticipate that any entity will own or control a 10 percent or greater interest in Broadview Networks Holdings, Inc., except possibly Baker Capital and MCG Capital Corporation. On December 21, 2007, the Wireline Competition Bureau granted the application for the indirect transfer of control of Broadview Networks Holdings, Inc. for authority to transfer control of the company from MCG Capital Corporation through a stock issuance. Domestic Section 214 Application Granted, WC Docket No. 07-224, Public Notice, 22 FCC Rcd 21832 (WCB 2007). 5 On July 15, 2008, the Bankruptcy Court issued an order approving the sale of assets of Lightwave to Broadview, subject to section 214 approval by the Federal Communications Commission. In re Lightwave Communications LLC, Case No. 08-11877 (Bankr. D. Md. July 15, 2008). 6 47 C.F.R. § 63.03(b)(2)(i). 7 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in connection with the proposed transaction. 3 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. In addition, email 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-Parker, Competition Policy Division, Wireline Competition Bureau, tracey.wilson- parker@fcc.gov; 3) Jodie May, Competition Policy Division, Wireline Competition Bureau, jodie.may@fcc.gov; 4) David Krech, International Bureau, Policy Division, International Bureau, david.krech@fcc.gov; 5) 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; email: fcc@bcpiweb.com; url: www.bcpiweb.com. 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-Parker at 202 / 418-1394 or Jodie May at 202 / 418-0913. - FCC -