**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 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
Applicants note that ATX customers will continue to receive services
under the same rates, terms, and conditions as those services are
presently provided.

**[\
GENERAL INFORMATION]{.underline}**

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 sections 1.415 and 1.419 of the Commission's
rules, 47 CFR §§ 1.415, 1.419, interested parties may file **comments on
or before August 9, 2006** and **reply comments on or before August 16,
2006**.[^8] Unless otherwise notified by the Commission, Applicants are
permitted to transfer the assets and related control on the 31^st^ day
after the date of this notice.[^9] 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](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.

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-   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]{.underline} 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).

**You may submit comments, identified by the above noted docket number,
by any of the following methods:**

-   Federal eRulemaking Portal:
    [http://www.regulations.gov](http://www.regulations.gov/). Follow
    the instructions for submitting comments.

-   Federal Communications Commission's Web Site:
    <http://www.fcc.gov/cgb/ecfs/>. Follow the instructions for
    submitting comments.

-   People with Disabilities: Contact the FCC to request reasonable
    accommodations (accessible format documents, sign language
    interpreters, CART, etc.) by e-mail: <FCC504@fcc.gov> or phone:
    202-418-0530 or TTY: 202-418-0432.

**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](http://www.bcpiweb.com/); phone: (202) 488-5300
    fax: (202) 488-5563;

(2) Cecilia Seppings, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C230, Washington, D.C. 20554;
    email: <cecilia.seppings@fcc.gov>;

(3) Adam Kirschenbaum, Competition Policy Division, Wireline Competition
    Bureau, 445 12th Street, S.W., Room 5-C211, Washington, D.C. 20554;
    e-mail:
    [adam.kirschenbaum@fcc.gov](mailto:Adam.Kirschenbaum@fcc.gov);

(4) Susan O'Connell, Policy Division, International Bureau, 445 12th
    Street, S.W., Room 7-B544, Washington, D.C. 20554; email:
    [susan.o'connell@fcc.gov](mailto:cynthia.bryant@fcc.gov); and

(5) James Bird, Office of General Counsel, 445 12th Street, S.W., Room
    8-C824, Washington, D.C. 20554; e-mail: <james.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 CYB402, Washington, D.C. 20554, telephone: (202) 488-5300,
fax: (202) 488-5563, or via e-mail
[www.bcpiweb.com](http://www.bcpiweb.com/).

For further information, please contact Cecilia Seppings at (202)
418-1588, or Adam Kirschenbaum at (202) 418-7280.

\- **FCC** -

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[^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).

[^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%.

[^8]: *See* 47 C.F.R. § 63.03(a).

[^9]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.