**DA 04-1331**

**Released: May 11, 2004**

**DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF
TELIGENT, INC. TO ASPEN PARTNERS -- SERIES A**

**STREAMLINED Pleading Cycle Established**

**WC Docket No. 04-148**

**Comments Due: May 25, 2004**

**Reply Comments Due: June 1, 2004**

On April 6, 2004, Teligent, Inc. (Teligent) and Aspen Partners -- Series
A, a series of Aspen Capital Partners, L.P. (collectively, the
Applicants) filed an application, pursuant to sections 63.03 and 63.04
of the Commission's rules,[^1] requesting approval to transfer control
of Teligent Inc. to Aspen Partners -- Series A.[^2]

Applicants assert that this transaction is entitled to presumptive
streamlined treatment pursuant to section 63.03(b)(2) of the
Commission's rules because the proposed transaction would result in
Aspen Partners -- Series A having a market share in the interstate,
interexchange market of less than 10 percent; neither of the Applicants
provide local exchange services in any geographic area; and neither of
the Applicants are dominant with respect to any service.[^3]

Teligent is a Delaware corporation that offers resold long distance
voice services in all fifty states and in the District of Columbia. Upon
Teligent's emergence from bankruptcy, 8,000 shares of the reorganized
company were distributed to certain claimholders and other entities.
Aspen Partners -- Series A currently holds 1,751 of these shares, or a
21.89 percent interest. In the aggregate, certain members of Teligent's
Stockholders committee hold 2,988 shares, or a 37.35 percent
interest.[^4] The remaining shares in Teligent are held by multiple
entities.[^5]

Aspen Partners -- Series A is a "series" of Aspen Capital Partners,
L.P., a limited partnership organized under the laws of Delaware. Aspen
Partners -- Series A is a unique entity separate and distinct from Aspen
Capital Partners, L.P., with its own taxpayer identification number,
rights, powers, profits, losses and liabilities. Nikos Hecht holds a 100
percent voting interest in Aspen Capital, LLC as its managing member and
a 62.01 percent equity interest in Aspen Capital, LLC. Aspen Capital,
LLC, a Delaware limited liability company, holds a 100 percent voting
interest in Aspen Partners -- Series A as its general partner and a 1.78
percent equity interest in Aspen Partners -- Series A. Thus, Nikos Hecht
holds *de jure* control over Aspen Partners -- Series A as the sole
managing member of the sole general partner of Aspen Partners -- Series
A. Aspen Offshore Ltd. holds a 26.26 percent direct equity interest in
Aspen Partners -- Series A. No other entity or individual holds a 10
percent or greater interest, direct or indirect, in Aspen Partners --
Series A. Aspen Partners -- Series A and Nikos Hecht hold 16.89 percent
and 23.54 percent indirect interest, respectively, in First Avenue.
First Avenue provides wireless, high-speed, point-to-point
telecommunications services using 39 GHz licenses.

On March 8, 2004, Aspen Partners- Series A sent letters (Offer Letters)
to members of Teligent's Stockholders Committee in which it offered to
purchase their shares for a set price per share. On or before March 15,
2004, certain members of the Stockholders Committee submitted executed
Offer Letters (Letter Agreements) for the sale of their shares in
Teligent to Aspen Partners -- Series A, contingent upon receipt of prior
Commission approval. Upon receiving the Letter Agreements from members
of the Stockholders Committee, Aspen Partners -- Series A extended
additional Offer Letters to the remaining shareholders of Teligent. As
of March 29, 2004, Aspen Partners -- Series A had received Letter
Agreements for the sale of an additional 2,886 shares. Thus, upon
closing, Aspen Partners -- Series A will own approximately 7,625 of the
8,000 shares of Teligent, or a 95.31 percent interest.

Applicants contend that the proposed transfer of control will further
the public interest, convenience and necessity. Applicants assert that,
under the control of Aspen Partners -- Series A, Teligent would have
better access to funding and therefore would be in a better position to
invest in technology and service improvements. With further investment
and improvement, Applicants maintain that Teligent could extend its
telecommunications services to a wider segment of the public and promote
the deployment of new services. Applicants state that the proposed
transaction ultimately will increase competition in the provision of
telecommunications services.

**[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. Interested parties may file **comments on or before May 25,
2004** and **reply comments on or before June 1, 2004**.[^6] Unless
otherwise notified by the Commission, Applicants are permitted to
transfer control on the 31^st^ day after the date of this notice.[^7]
Comments may be filed using the Commission\'s Electronic Comment Filing
System (ECFS) or by filing paper copies. *See Electronic Filing of
Documents in Rulemaking Proceedings*, 63 Fed. Reg. 24121 (1998).

Comments filed through the ECFS can be sent as an electronic file via
the Internet to \<http://www.fcc.gov/e-file/ecfs.html\>. Generally, only
one copy of an electronic submission must be filed. If multiple docket
or rulemaking numbers appear in the caption of this proceeding, however,
commenters must transmit one electronic copy of the comments to each
docket or rulemaking number referenced in the caption. In completing the
transmittal screen, commenters 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 for e-mail comments, commenters
should send e-mail to ecfs@fcc.gov, and should include the following
words in the subject line \"get form \<your e-mail address\>.\" A sample
form and directions will be sent in reply.

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, commenters 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). The Commission\'s contractor, Natek, Inc., 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 mail, Express Mail, and Priority Mail should be addressed to
445 12th Street, SW, Washington, D.C. 20554. All filings must be
addressed to the Commission\'s Secretary, Office of the Secretary,
Federal Communications Commission.

**In addition, one copy of each pleading must be sent to each of the
following:**

(1) the Commission's duplicating contractor, Qualex International, 445
    12^th^ Street, S.W., Room CY-B402, Washington, D.C. 20554; e-mail:
    <qualexint@aol.com;> facsimile: (202) 863-2898; phone: (202)
    863-2893;

(2) Tracey Wilson, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C437, Washington, D.C.
    20554; e-mail: <tracey.wilson-parker@fcc.gov>;

(3) Dennis Johnson, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 6-A461, Washington, D.C.
    20554; e-mail:
    [dennis.johnson@fcc.gov](mailto:russell.hanser@fcc.gov);

(4) Julie Veach, Competition Policy Division, Wireline Competition
    Bureau, 445 12^th^ Street, S.W., Room 5-C124, Washington, D.C.
    20554; e-mail: <julie.veach@fcc.gov>;

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

(6) Christopher Killion, Office of General Counsel, 445 12^th^ Street,
    S.W., Room 8-C740, Washington, D.C. 20554; e-mail:
    <chris.killion@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, SW, Room CY-A257, Washington, DC,
20554. They may also be purchased from the Commission\'s duplicating
contractor, Qualex International, Portals II, 445 12th Street, SW, Room
CY-B402, Washington, DC, 20554, telephone 202-863-2893, facsimile
202-863-2898, or via e-mail <qualexint@aol.com>.

For further information, please contact Tracey Wilson, at (202)
418-1394, or Dennis Johnson at (202) 418-0809.

\- **FCC** -

![](media/image2.wmf){width="6.944444444444445e-4in"
height="6.944444444444445e-4in"}

[^1]: 47 C.F.R §§ 63.03, 63.04; *see* 47 U.S.C. § 214.

[^2]: Applicants are also filing an application for consent to transfer
    control of authorization for international services and 102 24 GHz
    licenses and 18 common carrier point-to-point microwave licenses.
    Any action on this domestic 214 application is without prejudice to
    Commission action on other related pending applications.

[^3]: 47 C.F.R. § 63.03(b)(1)(ii). *See* Second Supplement to
    Application for Consent to Transfer of Control, WC Docket No. 04-18
    at 1-2 (filed May 7, 2004).

[^4]: The distribution of these shares is as follows: (1) JPMorgan Chase
    Bank -- 1,000 shares; (ii) Bank of America Strategic Solutions, Inc.
    -- 619 shares; (iii) Toronto Dominion Bank -- 500 shares; (iv)
    Barclays Bank PLC -- 469 shares; and (v) Van Kampen Senior Loan Fund
    -- 400 shares.

[^5]: Nikos Hecht holds a 100% voting interest in Aspen Capital, LLC as
    its managing member and a 62.01% equity interest in Aspen Capital,
    LLC. Aspen Capital, LLC, a Delaware limited liability company, holds
    a 100% voting interest in Aspen Partners -- Series A as its general
    partner and a 1.78% equity interest in Aspen Partners -- Series A.
    Thus, Nikos Hecht holds *de jure* control over Aspen Partners --
    Series A as the sole managing member of the sole general partner of
    Aspen Partners -- Series A.

[^6]: *See* 47 C.F.R. § 63.03(a).

[^7]: Such authorization is conditioned upon receipt of any other
    necessary approvals from the Commission in connection with the
    proposed transaction.