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 PUBLIC  NOTICE  Federal  Communications  Commission  445  12  th  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  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  Commissions  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  Commissions  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  Teligents  emergence  from  bankruptcy,  8,000 
 shares  of  the  reorganized  company  were  distributed  to  certain  claimholders  and  other  entities. 
 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). 
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 Aspen  Partners    Series  A  currently  holds  1,751  of  these  shares,  or  a  21.89  percent  interest.  In  the  aggregate,  certain  members  of  Teligents  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  Teligents  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 
 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. 
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 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 
 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  Commissions  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, 


 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. 
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 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  Commissions  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; 
 (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  OConnell,  Policy  Division,  International  Bureau,  445  12  th  Street,  S.  W.,  Room  7-  B544,  Washington,  D.  C.  20554;  email:  susan.  oconnell@  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  - 
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