Comment Sought on Domestic 214 Transfer of Broadview Network Holdings
PUBLIC NOTICE
Federal Communications Commission
News Media Information 202 / 418-0500
445 12th St., S.W.Internet: http://www.fcc.gov
Washington, D.C. 20554
TTY: 1-888-835-5322
DA 12-1519
Released: September 20, 2012
DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF
THE LICENSEES OF BROADVIEW NETWORK HOLDINGS, INC.
NON-STREAMLINED PLEADING CYCLE ESTABLISHED
WC Docket No. 12-262
Comments Due: October 4, 2012
Reply Comments Due: October 11, 2012
and indirect non-dominant carrier licensees1 (collectively, Applicants) filed an application pursuant to
section 63.04 of the Commission’s rules2 seeking approval to transfer control, as described below, of
Licensees from the current shareholders of Broadview Holdings.3 Applicants do not request streamlined
treatment for this application pursuant to section 63.03 of the Commission’s rules.4
Broadview Holdings, a Delaware corporation, is a holding company that is the ultimate parent
company of Licensees. Broadview Holdings does not directly hold domestic section 214 authority.
Through its subsidiaries, described below, Broadview Holdings provides competitive telecommunications
services in the District of Columbia and all states except Alaska and Hawaii.
A.R.C., a New York corporation, ATX, a Delaware corporation, and Eureka, a Delaware
corporation, are authorized to provide competitive telecommunications services in approximately 11
states and the District of Columbia, but do not currently provide any telecommunications service.
1 A.R.C. Networks, Inc. (A.R.C.), ATX Licensing, Inc. (ATX), Broadview Networks, Inc. (Broadview Networks),
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) (collectively, Licensees).
2 47 C.F.R § 63.04; 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 section 214 application is without
prejudice to Commission action on other related, pending applications.
3 The application was filed in connection with pending voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code filed by Applicants on August 22, 2012. See Broadview Network Holdings, Inc., et al., Case No.
12-13581 (SCC), Order (A) Scheduling Combined Hearing on Adequacy of Disclosure Statement and Confirmation
of Prepackaged Plan, (B) Establishing Procedures for Objecting to Disclosure Statement and Prepackaged Plan, (C)
Approving Form and Manner of Notice of Combined Hearing (Bank. S.D.N.Y., Aug. 23, 2012).
4 47 C.F.R. § 63.03.
Broadview Networks, a New York corporation, is authorized to provide competitive
telecommunications services in 48 states and the District of Columbia. Broadview NP, a Delaware
corporation, is authorized to provide competitive telecommunications services in 12 states and the District
of Columbia, but does not currently provide any telecommunications service.
BridgeCom, a Delaware corporation, is authorized to provide competitive telecommunications
services in 7 states, but does not currently provide any telecommunications service.
Eureka-VA, and InfoHighway-VA, both Virginia corporations, are authorized to provide
competitive telecommunications services in Virginia, but do not currently provide any
telecommunications service.
TruCom, a New York corporation, is authorized to provide competitive telecommunications
services in New Jersey and New York but does not currently provide any telecommunications service.
Applicants state that, following the consummation of the proposed transaction, MSD Credit
Opportunity Fund, L.P., a Delaware limited partnership (MSD Fund), and High River Limited
Partnership, a New York limited partnership (High River), will be the only parties to own at least ten (10)
percent of the equity of Broadview Holdings, with each owning 16 percent of the equity of Broadview
Holdings.
The sole General Partner of MSD Fund is MSD Capital (GP) II, LLC, a Delaware limited liability
company (MSD Capital). Michael S. Dell, a U.S. citizen, will hold an approximate 10.6% indirect
ownership interest in the equity of Broadview Holdings as a result of his limited partnership interest in
MSD Fund. MSD Capital is controlled by Glenn R. Fuhrman, John C. Phelan, and Marc R. Lisker, all of
whom are U.S. citizens. The sole General Partner of High River is Hopper Investments LLC, a Delaware
limited liability company. The sole Member of Hopper Investments LLC is Barberry Corp., a Delaware
corporation. Barberry Corp. is wholly owned by Carl Icahn, a U.S. citizen. Barberry Corp. and Carl
Icahn indirectly own XO Communications, LLC, an entity providing competitive telecommunications
services in 49 states and the District of Columbia, and Nextlink Wireless, LLC, an entity authorized to
hold wireless licenses. Applicants state that they do not expect that any other person or entity will
directly or indirectly own 10 percent or more of the equity of Broadview Holdings.
Pursuant to the terms of the proposed transaction, Broadview Holdings plans to exchange
outstanding notes for equity in the company, which will result in an indirect transfer of control of
Licensees. Applicants state that Broadview Holdings has entered into an agreement with a majority of its
equity holders and note holders for a restructuring of its outstanding obligations. Pursuant to that
agreement, the existing note holders will obtain approximately 97 percent of Broadview Holdings’
common shares and additional senior notes. Applicants state that Broadview Networks has obtained
agreement to this arrangement from the company’s note holders who hold more than two-thirds of the
aggregate principal amount of outstanding senior secured notes and the equity holders who hold more
than 70 percent of the existing preferred equity interests. Applicants state that, in order to complete the
transaction, Broadview Holdings filed the “prepackaged” bankruptcy. Applicants state that they expect to
emerge from bankruptcy in October, 2012. They assert that the transaction is in the public interest and
that they do not anticipate a change in senior management, and will continue to maintain the technical,
managerial, and financial qualifications to operate and provide telecommunications services following the
proposed transaction. Applicants also state that they will continue to offer service with no immediate
change in the rates or terms and conditions of service.
GENERAL INFORMATION
The transfer of control identified herein has been found, upon initial review, to be acceptable forfiling as a non-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 October 4, 2012, and reply comments on or
before October 11, 2012. Pursuant to section 63.52 of the Commission’s rules, 47 C.F.R. § 63.52,
commenters must serve a copy of comments on the Applicants no later than the above comment filing
date.
Pursuant to section 63.03 of the Commission’s rules, 47 CFR § 63.03, parties to this proceeding
should file any documents in this proceeding using the Commission’s Electronic Comment Filing System
(ECFS): http://fjallfoss.fcc.gov/ecfs2/.
In addition, e-mail one copy of each pleading to each of the following
:1) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau,
tracey.wilson@fcc.gov;
2) Christopher Sova, Competition Policy Division, Wireline Competition Bureau,
christopher .sova@fcc.gov;
3) David Krech, Policy Division, International Bureau, david.krech@fcc.gov; and
4) Jim Bird, Office of General Counsel, jim.bird@fcc.gov.
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).
The proceeding in this Notice shall be treated as a “permit-but-disclose” proceeding in
accordance with the Commission’s ex parte rules.5 Persons making ex parte presentations must file a
copy of any written presentation or a memorandum summarizing any oral presentation within two
business days after the presentation (unless a different deadline applicable to the Sunshine period applies).
Persons making oral ex parte presentations are reminded that memoranda summarizing the presentation
must (1) list all persons attending or otherwise participating in the meeting at which the ex parte
presentation was made, and (2) summarize all data presented and arguments made during the
presentation. If the presentation consisted in whole or in part of the presentation of data or arguments
already reflected in the presenter’s written comments, memoranda or other filings in the proceeding, the
presenter may provide citations to such data or arguments in his or her prior comments, memoranda, or
other filings (specifying the relevant page and/or paragraph numbers where such data or arguments can be
found) in lieu of summarizing them in the memorandum. Documents shown or given to Commission
staff during ex parte meetings are deemed to be written ex parte presentations and must be filed
consistent with rule 1.1206(b), 47 C.F.R. § 1.1206(b). Participants in this proceeding should familiarize
themselves with the Commission’s ex parte rules.
For further information, please contact Tracey Wilson at (202) 418-1394 or Christopher Sova at
(202) 418-1868.
- FCC -
5 47 C.F.R. §§ 1.1200 et seq.
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