Attachment Attachment 1 ITC-T/C-20170427-00085

Attachment Attachment 1

This document pretains to ITC-T/C-20170427-00085 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017042700085_1211473

6. Transfer of control of international Section 214 authority held by TruCom
Corporation from Broadview to Windstream, International Section 214
Authorization (Global Facilities-Based/Global Resale Service), IB File No. ITC-
214-19971104-00683; and

7. Transfer of control of domestic Section 214 authority held by the Broadview
Authorized Carriers from Broadview to Windstream.

This narrative provides the information required by Sections 63.04 and 63.18 of the

Commission’s Rules. Additionally, Exhibit 2 provides a statement demonstrating that the

transaction is in the public interest, including a description of the parties and of the proposed

transaction.

I. RESPONSE TO ITEMS ON IBFS ELECTRONIC FORM: INFORMATION
REQUIRED BY 47 C.F.R. § 63.18

Broadview is a holding company that has a number of wholly-owned subsidiaries that

provide communications services and hold FCC authorizations. Broadview is transferor3 for all

Section 214 applications included in this transaction. Windstream is the transferee for all

applications included in this transaction.

A. Answer to Question 10 – Section 63.18(a)-(d)

(a) Name, address, and telephone number of each applicant

Transferor:

Broadview Networks Holdings, Inc.
800 Westchester Avenue, Suite N501
Rye Brook, NY 10573
Tel: 914-922-7000

The Broadview Authorized Carriers:

A list of the authorized carriers that comprise the Broadview Authorized Carriers and

their FRNs is attached as Exhibit 1. The current address and telephone number for the

3
No person or entity owns or controls 50 percent or more of Broadview.

3

Broadview Authorized Carriers is the same as Broadview’s. The address and telephone number

for all of the entities listed in Exhibit 1 post-transaction will be:

Windstream Holdings, Inc.
4001 Rodney Parham Road
Little Rock, AR 72212
Tel: 501-748-7000

Transferee:

Windstream Holdings, Inc.
4001 Rodney Parham Road
Little Rock, AR 72212
Tel: 501-748-7000

(b) Place of organization

Transferor:

Broadview is a Delaware corporation.

Transferee:

Windstream is a Delaware corporation.

(c) Name, title, post office address, and telephone number of official and any
other contact point

Correspondence concerning these applications should be directed to:

For Broadview and the Broadview Authorized Carriers:

Charles Hunter
Broadview Networks Holdings, Inc.
800 Westchester Avenue, Suite N501
Rye Brook, NY 10573
Tel: 914-922-7589
Fax: 347-287-0223
chunter@broadviewnet.com

with a copy to:

Catherine Wang
Brett P. Ferenchak
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave., N.W.

4

J. Answer to Question 25 – Section 63.18(o)

Windstream certifies that no party to the application is subject to a denial of Federal

benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. § 862, because

of a conviction for possession or distribution of a controlled substance.

II. INFORMATION REQUIRED BY SECTION 63.04 OF THE COMMISSION’S
RULES IN RELATION TO TRANSFER OF DOMESTIC 214 AUTHORIZATION

In support of the Applicants’ request for consent to transfer control to Windstream of the

domestic Section 214 authorizations in the identified areas, the following information is

submitted pursuant to Section 63.04 of the Commission’s Rules.

A. Section 63.04(a)(6) – Description of the transaction

A description of the transaction and demonstration of how the transaction is in the public

interest is attached as Exhibit 2.

B. Section 63.04(a)(7) – Description of the geographic area in which the
transferor and transferee (and affiliates) offer domestic
telecommunications services, and what services are provided in each
area

The Applicants’ wireline domestic interstate and international services are described in

detail in Exhibit 2. Windstream’s subsidiaries provide voice and data services, Multiprotocol

Label Switching (“MPLS”) networking, and cloud communications and computing services to

businesses, non-profits, and government agencies, both in areas in which it is the incumbent

local exchange carrier (“ILEC”) and outside of its ILEC service areas with its operations roughly

balanced between its ILEC areas and all other areas. To carriers and network operators, the

company provides special access services, Ethernet and Wave transport, fiber-to-the-tower

connections, and wholesale voice and data services. As an ILEC, the company also delivers

phone, broadband, Internet security services, and online backup to approximately 1.4 million

residential customers primarily located in rural areas.

13

The Broadview Authorized Carriers offer domestic interstate and international

telecommunications services6 in their service territories. The Broadview Authorized Carriers

offer VoIP, UCaaS, data services (dedicated internet, MPLS, Ethernet), voice services (local,

long distance, POTS, VoIP, toll free), and colocation. To the extent they operate as common

carriers, the Broadview Authorized Carriers operate as CLECs and/or IXCs. One or more of

Broadview’s subsidiaries is authorized to provide intrastate telecommunications service in the

District of Columbia and every state except Alaska.

Windstream is affiliated with carriers as a result of Vanguard’s ownership of 10 percent

or more of Windstream’s common stock. To the best of Applicants’ knowledge, the following

(or their subsidiaries) are either carrier affiliates, or it was not possible to determine whether they

offer telecommunications services; in the latter case, the Applicants are disclosing them out of an

abundance of caution:

 ADTRAN Inc. (in which Vanguard holds approximately 11.4 percent) is a global

provider of networking and communications equipment, enabling voice, data, video and

Internet communications across network infrastructure in the United States and other

countries.7

 Cincinnati Bell Telephone (in which Vanguard holds approximately 13.5 percent) is an

incumbent local exchange carrier serving parts of Indiana, Kentucky, and Ohio.8

6
To be clear, Eureka Telecom of VA, Inc. and InfoHighway of Virginia, Inc. neither provide
nor are authorized to provide international telecommunications services.
7
ADTRAN, About, http://portal.adtran.com/web/page/portal/Adtran/wp_aboutus_landing (last
visited Apr. 27, 2017).
8
FCC Form 499 Filer Database, Cincinnati Bell Telephone Company, LLC,
http://apps.fcc.gov/cgb/form499/499detail.cfm?FilerNum=805713 (last visited Apr. 27,
2017).

14

 Cogent Communications Holdings (in which Vanguard holds approximately 10.3

percent) is a provider of Internet access, IP transit, and related services in the United

States and other countries.9

 Consolidated Communications Holdings Inc. (in which Vanguard holds approximately

10.3 percent) or its subsidiaries provide business and broadband communications to

customers in California, Kansas, Missouri, Illinois, Texas, Pennsylvania, Minnesota,

Iowa, North Dakota, South Dakota, and Wisconsin.10

 CSG Systems International, Inc. (in which Vanguard holds approximately 11.3 percent)

provides business support solutions, primarily to the communications industry.11

 CyrusOne Inc. (in which Vanguard holds approximately 11.6 percent) provides data

center services, Ethernet, multi-protocol label switching, and colocation in 10 states and

related services, also in at least two other countries.12

 Dupont Fabros Technology (in which Vanguard holds approximately 17.5 percent)

provides outsourced data center management near Northern Virginia, Chicago, Illinois,

and Santa Clara, California.13

9
Cogent, About Cogent, http://cogentco.com/en/about-cogent (last visited Apr. 27, 2017).
10
Consolidated Communications, About Us, https://www.consolidated.com/about-us (last
visited Apr. 27, 2017).
11
CSG International, About CSG, http://www.csgi.com/about (last visited Apr. 27, 2017).
12
CyrusOne, Company, http://www.cyrusone.com/about-enterprise-data-center-provider/ (last
visited Apr. 27, 2017).
13
DuPont Fabros Technology, Data Centers, https://www.dft.com/data-centers (last visited
Apr. 27, 2017).

15

 Equinix Inc. (in which Vanguard holds approximately 16.7 percent) operates data centers

in approximately 12 U.S. markets and offers related services; it also provides services in

other countries.14

 Harris Corporation (in which Vanguard holds approximately 10.4 percent) is a

technology company that provides communication systems, space and intelligence

systems, electronic systems, and critical networks in the United States and other

countries.15

 Lumos Networks Corporation (in which Vanguard holds approximately 11.3 percent) or

its subsidiaries provide enterprise network solutions, including data, voice, high speed

Internet, and data center connectivity on the East Coast (Maryland, Pennsylvania,

Virginia, West Virginia, North Carolina, Ohio, and Kentucky).16 Lumos also offers

broadband Internet and phone for residential customers.17

 Pareteum Corp (in which Vanguard holds approximately 15.7 percent) is a provider of

mobile networking software and services, providing Mobile Virtual Network Operators

and Mobile Network Operators with cloud-based mobile communications infrastructure,

operating software, and managed services in New York City, Seattle, and other

countries.18

14
Equinix, Locations – Americas Data Centers, http://www.equinix.com/locations/americas-
colocation/americas-data-centers/ (last visited Apr. 27, 2017).
15
Harris, 2016 Annual Report, https://www.harris.com/sites/default/files/
annual_report_2016_final_web.pdf (last visited Apr. 27, 2017).
16
Lumos Networks, Carrier, https://www.lumosnetworks.com/ (last visited Apr. 27, 2017).
17
Lumos Networks, Residential, https://rsb.lumosnetworks.com/residential (last visited Apr. 27
2017).
18
Pareteum, About, http://www.pareteum.com/about-us (last visited Apr. 27, 2017).

16

 Spok Holdings, Inc. (in which Vanguard holds approximately 10.7 percent) provides

communications for healthcare, government, public safety, and other industries.19

 Teradata Corporation (in which Vanguard holds approximately 11.2 percent) provides

data warehousing and analytics, including cloud services.20

C. Section 63.04(a)(8) – Statement as to how the Application qualifies for
streamlined treatment

The Applicants do not request streamlined treatment of the domestic portion of the

Application.

D. Section 63.04(a)(9) – Identification of all other Commission
applications related to this transaction

The only Commission applications being filed related to this application are the

international and domestic Section 214 authorizations detailed in this application. Broadview

intends to surrender/cancel its wireless license (Call Sign WQID897), which it does not currently

use, in the near future and certainly prior to closing of the proposed transaction.

E. Section 63.04(a)(10) – Statement of whether the Applicants request
special consideration because either party is facing imminent business
failure

The Applicants do not request special consideration because no parties to this transaction

are facing imminent business failure.

F. Section 63.04(a)(11) – Identification of any separately filed waiver
requests being sought in conjunction with this Application

No separately filed waiver requests are sought in conjunction with this application.

19
Spok, Meet Spok, http://www.spok.com/our-company (last visited Apr. 27, 2017).
20
Teradata, About – Who is Teradata, http://www.teradata.com/about-
us/?LangType=1033&LangSelect=true (last visited Apr. 27, 2017).

17

G. Section 63.04(a)(12) – Statement showing how grant of the
Application will serve the public interest, convenience and necessity

A demonstration of how the transaction will serve the public interest, convenience, and

necessity is attached as Exhibit 2.

III. CONCLUSION

For the reasons stated above and in Exhibit 2 to this application, the Applicants

respectfully request that the Commission grant these applications for consent to transfer control

of international and domestic Section 214 authorizations of the Broadview Authorized Carriers

to Windstream.

18

EXHIBIT 1

The Broadview Authorized Carriers

Authorized Carrier (international or domestic) FRN
Broadview Networks, Inc. 0003775285
Broadview NP Acquisition Corp. 0007388333
BridgeCom International, Inc. 0004971446
ATX Licensing, Inc. 0004936811
A.R.C. Networks, Inc. 0014864649
Eureka Telecom, Inc. 0003753852
Eureka Telecom of VA, Inc. N/A
InfoHighway of Virginia, Inc. N/A
TruCom Corporation 0004335956

Windstream-Broadview Transfer of Control Appl.
Public Interest Statement

EXHIBIT 2 – PUBLIC INTEREST STATEMENT

TABLE OF CONTENTS

I. DESCRIPTION OF THE PARTIES .................................................................................. 1

II. DESCRIPTION OF THE TRANSACTION ...................................................................... 4

III. DEMONSTRATION THAT THE TRANSACTION IS IN THE PUBLIC INTEREST ... 5

A. The Transaction Will Create a Stronger Competitor .............................................. 5

B. The Transaction Will Not Reduce Competition or Harm Retail or Wholesale
Customers ............................................................................................................... 6

IV. ADMINISTRATIVE MATTERS ....................................................................................... 8

ATTACHMENT A – CORPORATE STRUCTURE AND TRANSACTION DIAGRAMS

I. DESCRIPTION OF THE PARTIES

Windstream Holdings, Inc. (“Windstream”), a publicly traded Delaware corporation

(NASDAQ: WIN) headquartered in Little Rock, Arkansas, is a communications and technology

solutions provider with operations throughout the United States and approximately $5.6 billion

in annual service revenues.1 Windstream’s subsidiaries provide voice and data services, MPLS

networking, and cloud communications and computing services to businesses, non-profits, and

government agencies, both in areas in which it is the incumbent local exchange carrier (“ILEC”)

and outside of its ILEC service areas with its operations roughly balanced between its ILEC

areas and all other areas. To carriers and network operators, the company provides special

access services, Ethernet and Wave transport, fiber-to-the-tower connections, and wholesale

1
Revenues reflect pro forma reporting in connection with Windstream’s recent merger with
EarthLink Holdings Corp.

Exhibit 2 – page 1

Windstream-Broadview Transfer of Control Appl.
Public Interest Statement

To the extent they operate as common carriers, the Broadview Authorized Carriers

operate as CLECs and/or IXCs. Though Broadview initially focused on markets across 10 states

throughout the Northeast and Mid-Atlantic, it has evolved to a nationwide presence. One or

more of Broadview’s subsidiaries is authorized to provide intrastate telecommunications service

in the District of Columbia and every state except Alaska. Broadview’s network architecture

leverages multiple data centers and hundreds of colocations. Broadview operates a multi-state

fiber network consisting of local metropolitan fiber rings and interstate long-haul fiber systems.

The fiber network consists of Broadview’s owned fiber, dark fiber, Indefeasible Right of Use

(“IRU”), and light-wave IRU from multiple providers. It has approximately 3,000 fiber route

miles consisting of both owned fiber and dark fiber, primarily pursuant to IRUs and leased fiber.

Broadview owns no last-mile facilities; it relies on leasing arrangements with facilities-based

providers.

There is no question regarding the character or qualifications of Windstream5 or

Broadview6 to hold Commission authorizations.

5
Cf. Domestic and International Section 214 Applications Granted for the Transfer of Control
of EarthLink Holdings Corp. to Windstream Holdings, Inc., Public Notice, DA 17-92, 32
FCC Rcd. 805 (Wireline Comp. & Int’l Burs. 2017) (approving transfer of control of
EarthLink and its subsidiaries); Applications Granted for the Transfer of Control of PAETEC
Holding Corp. to Windstream Corp., Public Notice, DA 11-1934, 26 FCC Rcd. 16,078
(Wireline Comp. & Int’l Burs. 2011) (approving transfer of control of PAETEC and its
subsidiaries to Windstream); Applications Granted for the Transfer of Control of Q-Comm
Corp. to Windstream Corp., Public Notice, DA 10-2210, 25 FCC Rcd. 16,099 (Wireline
Comp., Wireless Telecomms. & Int’l Burs. 2010) (announcing approval of Windstream’s
acquisition of Q-Comm Corporation and its subsidiaries).
6
Cf. International Authorizations Granted, Public Notice, DA 12-1672, 27 FCC Rcd. 13,139
(Int’l Bur. 2012) (approving transfer of control of international section 214 authorizations
held by A.R.C. Networks, Inc., ATX Licensing, Inc., Bridgecom International Inc., Eureka
Telecom, Inc. d/b/a Eureka Networks, Broadview Networks, Inc., and TruCom Corporation
to Broadview Networks Holdings, Inc.); International Authorizations Granted, Public
Notice, DA 08-116, 23 FCC Rcd. 411 (Int’l Bur. 2008) (approving transfer of control of
Exhibit 2 – page 3

Windstream-Broadview Transfer of Control Appl.
Public Interest Statement

converted into the right to receive $6.98 in cash. Ultimately, all shares of Broadview’s common

stock will be canceled.

Following the transaction, the only holder of 10 percent or more of Windstream’s stock is

expected to be The Vanguard Group, Inc. (“Vanguard”), a U.S.-based investment management

company providing mutual funds and exchange-traded funds for individual and institutional

investors. Vanguard’s holdings, which are currently approximately 14.91 percent of

Windstream, will not change as a result of the transaction, which is an all-cash transaction.

III. DEMONSTRATION THAT THE TRANSACTION IS IN THE PUBLIC
INTEREST

Bringing Broadview within the Windstream family will create a stronger competitor and

bring an enhanced portfolio of services to current customers of the two individual companies as

well as to future customers. This combination raises no competitive or other public interest

concerns and should be approved expeditiously.

A. The Transaction Will Create a Stronger Competitor

The combination of Broadview’s assets, innovative services, and customer base with

Windstream’s larger CLEC operations and fiber network will enable the combined company to

increase its competitiveness by expanding its portfolio of services, generating efficiencies that

benefit customers, and serving more customers over its own facilities where it can.

The transaction will directly benefit business and wholesale customers by offering them

services that today are only offered by either Windstream or Broadview. In particular,

Broadview has developed an innovative UCaaS product, including internally developed pure

cloud technology that will be highly complementary to Windstream’s recently acquired cloud-

based, software-defined wide area network management service (“SD-WAN”). Broadview’s

portfolio will provide significant opportunity to offer UCaaS to, in particular, small and medium-

Exhibit 2 – page 5

Windstream-Broadview Transfer of Control Appl.
Public Interest Statement

sized business customers. At the same time, Broadview’s customers will be able to gain

advantage of a larger facilities-based network and a larger product set, with capabilities like SD-

WAN and Ethernet services. The transaction also offers an opportunity for network efficiencies.

The parties expect annual operating synergies of at least $30 million within two years of the

acquisition. These synergies will come largely from network access savings through

consolidation of circuits and bringing Broadview’s customers on-net when possible, and from

reduced overhead and administrative expenses. These improvements and efficiencies will persist

over time and can grow as the combined company offers facilities-based services to new

customers that would have been served over leased facilities.

B. The Transaction Will Not Reduce Competition or Harm Retail or Wholesale
Customers

The transaction poses no risk to competition or the public interest. Because Broadview

does not own any last-mile facilities, there is no concern that there will be a reduction in

competition based on overlapping last-mile facilities. Instead, this transaction will enhance

competition in the market for small and medium-sized business and wholesale services.

Broadview does not own its own last-mile facilities; its services are offered by leasing last-mile

capacity from other providers.

The transaction ultimately benefits consumers. By combining Broadview’s customer

base with Windstream’s presence and fiber network, the combined company will have the

opportunity to serve more of Broadview’s current customers on its own last-mile facilities. In

the small number of instances in which Broadview leases circuits from Windstream, the

customers ultimately will experience better service as Broadview’s systems are integrated into

Windstream’s.

Exhibit 2 – page 6

Windstream-Broadview Transfer of Control Appl.
Public Interest Statement

Such authorization would be consistent with Commission precedent.7 The parties also request

that the Commission’s approval of the applications include any authorizations or facilities that

may have been inadvertently omitted.8

7
See Applications filed by Qwest Commc’ns Int’l Inc. and Centurytel, Inc. d/b/a CenturyLink
for Consent to Transfer Control, Memorandum Opinion and Order, FCC 11-47, 26 FCC Rcd.
4194, 4214-15 ¶ 46 (2011); Applications Filed by Frontier Commc’ns Corp. & Verizon
Commc’ns Inc. for Assignment or Transfer of Control, Memorandum Opinion and Order,
FCC 10-87, 25 FCC Rcd. 5972, 5996 ¶ 64 (2010); Applications of AT&T Wireless Servs.,
Inc. & Cingular Wireless Corp. for Consent to Transfer Control of Licenses &
Authorizations, et al., Memorandum Opinion and Order, FCC 04-255, 19 FCC Rcd. 21,522,
21,626 ¶ 275 (2004); Application of WorldCom, Inc., & MCI Commc’ns Corp. for Transfer
of Control of MCI Commc’ns Corp. to WorldCom, Inc., Memorandum Opinion and Order,
FCC 98-225, 13 FCC Rcd. 18,025, 18,153 ¶ 226 (1998); Applications of NYNEX Corp.,
Transferor, & Bell Atl. Corp., Transferee, for Consent to Transfer Control of NYNEX Corp.
& Its Subsidiaries, Memorandum Opinion and Order, FCC 97-286, 12 FCC Rcd. 19,985,
20,097 ¶ 247 (1997); Applications of Craig O. McCaw, Transferor, & Am. Tel. & Tel. Co.,
Transferee, for Consent to the Transfer of Control of McCaw Cellular Commc’ns, Inc. & Its
Subsidiaries, Memorandum Opinion and Order, FCC 94-238, 9 FCC Rcd 5836, 5909 ¶ 137
n.300 (1994).
8
Broadview intends to surrender/cancel its wireless license (Call Sign WQID897), which it
does not currently use, in the near future and certainly prior to closing of the proposed
transaction.

Exhibit 2 – page 9

Windstream-Broadview Transfer of Control Appl.
Public Interest Statement

ATTACHMENT A

Corporate Structure and Transaction Diagrams

Attachment A – page 1

Document Created: 2019-04-08 01:11:40
Document Modified: 2019-04-08 01:11:40

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