Attachment Attachment 1

This document pretains to ITC-T/C-20170427-00088 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017042700088_1211477

                                      Before the
                       FEDERAL COMMUNICATIONS COMMISSION
                                Washington, D.C. 20554



    In the Matter of                                 )
                                                     )
    WINDSTREAM HOLDINGS, INC. and                    )
                                                     )   WC Docket No. _______________
    BROADVIEW NETWORKS HOLDINGS, INC.                )
                                                     )    File Nos. ITC-T/C-__________
    Application for Consent to Transfer Control of   )
    Authorizations to Provide Global Facilities-     )
    Based and Global Resale International            )
    Telecommunications Services and to Transfer      )
    Control of Domestic Common Carrier               )
    Transmission Lines, Pursuant to Section 214 of   )
    the Communications Act of 1934, as Amended       )
                                                     )


            CONSOLIDATED APPLICATIONS TO TRANSFER CONTROL OF
          INTERNATIONAL AND DOMESTIC SECTION 214 AUTHORIZATIONS


          Pursuant to Section 214 of the Communications Act of 1934, as amended (“the Act”),1

and Sections 63.04, 63.18, and 63.24 of the Commission’s Rules,2 Windstream Holdings, Inc.

(“Windstream”) and Broadview Networks Holdings, Inc. (“Broadview”) (collectively,

“Applicants”) request Commission consent to transfer indirect control of certain international

and domestic Section 214 authorizations held by various wholly-owned subsidiaries of

Broadview listed on Exhibit 1 (the “Broadview Authorized Carriers”) to Windstream. Such

authority is necessary to effectuate the transfer to Windstream of Broadview, whose authorized

subsidiaries provide Unified Communications as a Service (“UCaaS”), data services (dedicated



1
      See 47 U.S.C. § 214.
2
      See 47 C.F.R. §§ 63.04, 63.18, 63.24.


internet, MPLS, Ethernet), voice services (local, long distance, POTS, voice over Internet

Protocol (“VoIP”), toll free), and colocation services to small and medium-sized businesses,

enterprise, wholesale, and residential customers.

       The proposed transaction is an all-cash transaction in which Broadview shares of

common stock—with some exceptions—will be converted to the right to receive $6.98 per share.

As described in more detail in Exhibit 2, a newly created subsidiary, Beethoven Merger

Subsidiary, Inc., a wholly-owned, indirect subsidiary of Windstream created for the transaction,

will be merged with and into Broadview, with Broadview continuing as the surviving company

and an indirect, wholly-owned subsidiary of Windstream. Broadview’s subsidiaries will

thereafter exist as indirect wholly-owned subsidiaries of Windstream. The Applicants seek

consent to the following transfers of control:

Transfer of Control Applications:

       1.      Transfer of control of international Section 214 authority held by Broadview
               Networks, Inc. from Broadview to Windstream, International Section 214
               Authorization (Global and Limited Global Resale Services), IB File No. ITC-214-
               20000128-00044;

       2.      Transfer of control of international Section 214 authority held by BridgeCom
               International, Inc. from Broadview to Windstream, International Section 214
               Authorization (Global Resale Service), IB File No. ITC-214-19971020-00645;

       3.      Transfer of control of international Section 214 authority held by ATX Licensing,
               Inc. from Broadview to Windstream, International Section 214 Authorization, IB
               File No. ITC-214-19920330-00034;

       4.      Transfer of control of international Section 214 authority held by A.R.C.
               Networks, Inc. from Broadview to Windstream, International Section 214
               Authorization (Individual Switched Resale Service), IB File No. ITC-214-
               19960116-00008;

       5.      Transfer of control of international Section 214 authority held by Eureka
               Telecom, Inc. from Broadview to Windstream, International Section 214
               Authorization (Individual Switched Resale Service), IB File No. ITC-214-
               19951226-00060;


                                                 2


        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


       Washington, DC 20004-2541
       Tel: 202-739-3000
       Fax: 202-739-3001
       catherine.wang@morganlewis.com
       brett.ferenchak@morganlewis.com

       For Windstream:

       Eric N. Einhorn
       Windstream Holdings, Inc.
       1101 17th Street N.W.
       Suite 802
       Washington, DC 20036-4718
       Tel: 202-223-7668
       Fax: 330-487-2740
       Eric.N.Einhorn@windstream.com

       with a copy to:

       Julie A. Veach
       Harris, Wiltshire & Grannis LLP
       1919 M Street N.W.
       Suite 800
       Washington, DC 20036
       Tel: 202-730-1311
       Fax: 202-730-1301
       JVeach@hwglaw.com



       (d)     Statement as to whether applicants have previously received authority under
               Section 214

       Broadview does not hold international Section 214 authorizations, but it directly or

indirectly controls subsidiaries, the Broadview Authorized Carriers, that hold international

Section 214 authorizations as listed below:

 Authorized Carriers                       International Section 214 Authorizations
 Broadview Networks, Inc.                  International Section 214 Authorization
                                           (Global and Limited Global Resale Services)

                                           IB File No. ITC-214-20000128-00044




                                                5


 BridgeCom International, Inc.             International Section 214 Authorization
                                           (Global Resale Service)

                                           IB File No. ITC-214-19971020-00645

 ATX Licensing, Inc.                       International Section 214 Authorization

                                           IB File No. ITC-214-19920330-00034

 A.R.C. Networks, Inc.                     International Section 214 Authorization
                                           (Individual Switched Resale Service)

                                           IB File No. ITC-214-19960116-00008

 Eureka Telecom, Inc.                      International Section 214 Authorization (Individual
                                           Switched Resale Service)

                                           IB File No. ITC-214-19951226-00060

 TruCom Corporation                        International Section 214 Authorization (Global
                                           Facilities-Based/Global Resale Service)

                                           IB File No. ITC-214-19971104-00683



       Windstream does not hold any international Section 214 authorizations, but directly or

indirectly controls the following subsidiaries that hold international Section 214 authorizations:




                                                 6


                                                        International Section 214
Carriers
                                                        Authorization
Windstream Services, LLC                                International Section 214 Authorization
                                                        (Global Facilities-Based/Global Resale
The following wholly-owned subsidiaries provide         Service)
international service under its international section
214 authorization:                                      ITC-214-19980925-00658

      Cavalier Telephone Mid-Atlantic, L.L.C.
      Cavalier Telephone, L.L.C.
      Intellifiber Networks, Inc.
      LDMI Telecommunications, Inc.
      McLeodUSA Telecommunications
       Services, L.L.C.
      Network Telephone Corporation
      PaeTec Communications, Inc.
      PaeTec Communications of Virginia, Inc.
      Talk America, Inc.
      The Other Phone Company, Inc.
      US LEC Communications LLC
      US LEC of Alabama LLC
      US LEC of Florida LLC
      US LEC of Georgia LLC
      US LEC of Maryland LLC
      US LEC of North Carolina LLC
      US LEC of Pennsylvania LLC
       US LEC of South Carolina LLC
      US LEC of Tennessee LLC
      US LEC of Virginia LLC
      Windstream Communications, Inc.
      Windstream D&E Systems, Inc.
      Windstream Iowa Communications, Inc.
      Windstream KDL, Inc.
      Windstream KDL-VA, Inc.
      Windstream Kerrville Long Distance, LLC
      Windstream Lexcom Long Distance, LLC
      Windstream Norlight, Inc.
      Windstream NTI, Inc.
      Windstream NuVox Arkansas, Inc.
      Windstream Southwest Long Distance, LP
      Windstream Systems of the Midwest, Inc.


                                                 7


DeltaCom, LLC                                        International Section 214 Authorization
                                                     (Global and Limited Global Facilities-
                                                     Based and Resale Services)

                                                     IB File No. ITC-214-20050325-00139

Business Telecom, LLC                                International Section 214 Authorization
                                                     (Global Facilities-Based and Resale
                                                     Services)

                                                     IB File No. ITC-214-20040708-00260

EarthLink Carrier, LLC                               International Section 214 Authorization
                                                     (Global and Limited Global Facilities-
                                                     Based and Resale Services)

                                                     IB File No. ITC-214-20070427-00165

 EarthLink Business, LLC                             International Section 214 Authorization
                                                     (Global and Limited Global Facilities-
 The following subsidiaries operate under this       Based and Resale Services)
 International Section 214 Authorization:
                                                     IB File No. ITC-214-20020514-00229
       CTC Communications Corp.
       CTC Communications of Virginia, Inc.
       Lightship Telecom, LLC
       Connecticut Broadband, LLC
       Connecticut Telephone &
        Communication Systems, Inc.
       Choice One Communications of
        Connecticut Inc.
       Choice One Communications of Maine
        Inc.
       Choice One Communications of
        Massachusetts Inc.
       Choice One Communications of New
        York Inc.
       Choice One Communications of Ohio
        Inc.
       Choice One Communications of
        Pennsylvania Inc.
       Choice One Communications of Rhode
        Island Inc.
       Choice One of New Hampshire Inc.

                                                 8


          Choice One Communications Resale
           L.L.C.
          Conversent Communications of
           Connecticut, LLC
          Conversent Communications of Maine,
           LLC
          Conversent Communications of
           Massachusetts, Inc.
          Conversent Communications of New
           Hampshire, LLC
          Conversent Communications of New
           Jersey, LLC
          Conversent Communications of New
           York, LLC
          Conversent Communications of
           Pennsylvania, LLC
          Conversent Communications of Rhode
           Island, LLC
          Conversent Communications of
           Vermont, LLC
          Conversent Communications Resale
           L.L.C.
          US Xchange of Illinois, L.L.C.
          US Xchange of Indiana, L.L.C.
          US Xchange of Michigan, L.L.C.
          US Xchange of Wisconsin, L.L.C.
          US Xchange, Inc.


                B.     Answer to Question 11 – Section 63.18(h)

         Windstream is, and will remain post-closing, a publicly traded company. To its

knowledge, Windstream has one 10 percent or greater interest holder, The Vanguard Group, Inc.,

a U.S.-based investment management company, which holds approximately 14.91 percent of




                                                9


Windstream common stock.4 The percentage of The Vanguard Group’s holdings will not change

as a result of the transaction, because the transaction will be cash-only.

       The Vanguard Group, Inc.
       P.O. Box 2600
       Valley Forge, PA 19482

       Citizenship: United States
       Principal business: Investment management


               C.      Answer to Question 12 – Section 63.18(h)

       Windstream has interlocking directorates with foreign carriers. Tony Thomas, who is

President and Chief Executive Officer of Windstream, is also President and Chief Executive

Officer of Intellifiber Networks, Inc. (“Intellifiber”), McLeodUSA Telecommunications

Services, LLC, and EarthLink Business, LLC, carriers authorized to provide service in Canada

and wholly-owned subsidiaries of Windstream.

              D.       Answer to Question 13 – Narrative of Transfer of Control and Public
                       Interest Statement

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

interest are attached as Exhibit 2.

               E.      Answer to Question 14 – Foreign Carrier Affiliates

       By its signature below, Windstream certifies that it is not a foreign carrier, but is

affiliated with foreign carriers. Windstream is affiliated with Intellifiber, a foreign carrier




4
    The Vanguard Group is a U.S. company. The Chairman of the Board, President, and Chief
    Executive Officer is F. William McNabb III. The remainder of the Board is made up of
    Emerson U. Fullwood, Rajiv L. Gupta, Amy Gutmann, JoAnn Heffernan Heisen, F. Joseph
    Loughrey, Mark Loughridge, Scott C. Malpass, André F. Perold, and Peter F. Volanakis.
    Based on publicly available sources it appears that at least a majority of the Board are likely
    U.S. citizens. To the best of Applicants’ knowledge, no person or entity owns 10 percent or
    more of The Vanguard Group.

                                                  10


pursuant to Section 63.09(d), authorized in Canada. As of the date of filing, although Intellifiber

is authorized to provide service in Canada, it does not provide services outside the United States.

Windstream is also affiliated with EarthLink Business, LLC and McLeodUSA

Telecommunications Services, LLC, foreign carriers pursuant to 63.09(d). EarthLink Business,

LLC and McLeodUSA Telecommunications Services, LLC hold Basic International

Telecommunications Services and Reseller licenses in Canada.

       Broadview is not a foreign carrier, but is affiliated with BridgeCom International, Inc., a

foreign carrier pursuant to 63.09(d), which holds a Basic International Telecommunications

Services License from Canada. BridgeCom International, Inc. is also one of Broadview’s

wholly-owned indirect subsidiaries and an international Section 214 holder. BridgeCom

International, Inc. does not provide service within Canada and does not originate any

international services from Canada.

       Accordingly, upon consummation of the proposed transaction, one of the Broadview

Section 214 holders will continue to be a foreign carrier, and the remaining Section 214 holders

would be affiliated with additional foreign carriers in Canada.

               F.      Answer to Question 15

       By its signature below, Windstream certifies that following the transaction, the Section

214 holders would provide international telecommunications services between the United States

and Canada—the only country in which Windstream controls a foreign carrier. Specifically,

following the transaction, Windstream will control Intellifiber, EarthLink Business, LLC,

McLeodUSA Telecommunications Services, LLC, and BridgeCom International, Inc. Canada is

a member of the World Trade Organization.




                                                11


               G.      Answer to Question 16

       Pursuant to Section 63.10(a)(3) of the Commission’s Rules, the Applicants request non-

dominant status for Windstream and its subsidiaries on all routes between the United States and

Canada. None of the foreign carrier affiliates is a dominant provider in Canada, and each lacks a

50 percent market share in the international transport and local access markets on the foreign end

of the route. Accordingly, each foreign carrier lacks sufficient market power on the foreign end

of the international route to affect competition adversely in the U.S. market.

               H.      Answer to Question 20 – Section 63.12

       The Applicants qualify for streamlined processing because, as stated above, none of the

foreign carrier affiliates is a dominant provider in Canada, a member of the World Trade

Organization, and each lacks a 50 percent market share in the international transport and local

access markets on the foreign end of the route.5 Accordingly, the Applicants request streamlined

processing treatment for the application to transfer control of the international Section 214

authorizations pursuant to Section 63.12 of the Commission’s Rules.

               I.      Answer to Question 21 – Section 63.18(n)

       Windstream certifies that it has not agreed to accept special concessions directly or

indirectly from a foreign carrier with respect to any U.S. international route where the foreign

carrier possesses sufficient market power on the foreign end of the route to affect competition

adversely in the U.S. market and will not enter into any such agreements in the future.




5
    None of the foreign carrier affiliates listed above is presumed by the Commission to hold
    market power in a foreign telecommunications market. See International Bureau Reissues
    the Commission’s List of Foreign Telecommunications Carriers That Are Presumed to
    Possess Market Power in Foreign Telecommunications Markets, Public Notice, DA 07-233,
    22 FCC Rcd. 945 (Int’l Bur. 2007).

                                                12


                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


                             Respectfully submitted,

                             BY: WINDSTREAM HOLDINGS, INC.




                             ___________________________
                             Eric N. Einhorn
                               Senior Vice President – Government Affairs
                             WINDSTREAM HOLDINGS, INC.
                             1101 17th Street N.W., Suite 802
                             Washington, DC 20036-4718


                             BY: BROADVIEW NETWORKS HOLDINGS, INC.


                             _/s/_Charles C. Hunter________
                             Charles C. Hunter
                               Executive Vice President and General
                             Counsel
                             BROADVIEW NETWORKS HOLDINGS, INC.
                             800 Westchester Avenue, Suite N501
                             Rye Brook, NY 10573




Dated: April 27, 2017




                        19


                                   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

voice and data services. Windstream operates a local and long-haul fiber network spanning

approximately 150,000 route miles and provides services over fixed wireless infrastructure in 40

markets. 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.2 Windstream offers video services predominantly through a partnership with DISH

Networks. In four markets, Windstream has launched an IP video entertainment platform called

“Kinetic,” which is currently available to approximately 192,000 households.

       Broadview Networks Holdings, Inc. (“Broadview”), a privately held Delaware

corporation headquartered in Rye Brook, New York, is the holding company that is the ultimate

and direct or indirect parent company of several subsidiaries with international and domestic

Section 214 authority. Broadview (through its subsidiaries) is a network-based business

communications provider serving customers with local and long-distance voice and data

communications, patented hosted VoIP systems, data services, and a full suite of managed and

professional services. It is a leading provider of cloud-based unified communications solutions

primarily to small and medium-sized businesses, offering a broad suite of cloud-based services

under the OfficeSuite UC brand. Broadview’s subsidiaries3 offer VoIP, Unified

Communications as a Service (“UCaaS”), data services (dedicated internet, MPLS, Ethernet),

voice services (local, long distance, POTS, VoIP, toll free), and colocation. Broadview had

approximately $289 million in revenues in 2016.4


2
    Through EarthLink subsidiaries, the company also offers broadband Internet access to
    approximately 400,000 residential customers over leased facilities.
3
    Broadview’s subsidiaries that hold Section 214 authorizations (the “Broadview Authorized
    Carriers”) are identified in Exhibit 1 to the Consolidated Applications.
4
    Revenue information is as of December 31, 2016.

                                       Exhibit 2 – page 2


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

II.      DESCRIPTION OF THE TRANSACTION

        On April 12, 2017, Windstream, Beethoven Merger Subsidiary Inc. (“Merger Sub” a

Delaware corporation and an indirect, wholly-owned subsidiary of Windstream), and Broadview,

entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of

the Merger Agreement, Merger Sub, which is a direct, wholly-owned subsidiary of Windstream

Services, LLC, will be merged with and into Broadview (the “Merger”), with Broadview

continuing as the surviving corporation (the “Surviving Corporation”). Immediately following

the closing of the Merger, the Surviving Corporation will be a direct, wholly-owned subsidiary

of Windstream Services, LLC, and an indirect, wholly-owned subsidiary of Windstream.

Attachment A depicts the companies’ corporate structure before and after the transaction.

        This will be an all-cash transaction valued at approximately $227.5 million, including the

assumption or satisfaction of Broadview debt. Under the terms of the Merger Agreement, shares

of Broadview’s common stock held by Broadview’s treasury or any wholly-owned subsidiary of

Broadview will be canceled and retired. Shares of Broadview’s common stock held by

Windstream, Merger Sub, or any wholly-owned subsidiary of Windstream will also be canceled

and retired. Each issued and outstanding share other than those that will be canceled will be




      international section 214 authorizations held by TruCom Corporation to Broadview
      Networks Holdings, Inc.); International Authorizations Granted, Public Notice, DA 08-12,
      23 FCC Rcd. 11 (Int’l Bur. 2008) (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, and Broadview Networks, Inc. to
      Broadview Networks Holdings, Inc.); International Authorizations Granted, Public Notice,
      DA 00-361 (Int’l Bur. 2000) (approving Broadview Networks, Inc. application for authority
      to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules).



                                         Exhibit 2 – page 4


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

       Finally, the addition of Broadview’s fiber network will be largely accretive and thus will

benefit the public interest. Windstream has approximately 150,000 route miles of fiber.

Broadview operates a much smaller network of approximately 3,000 route miles in the

Northeast. Of those 3,000 route miles, Broadview only owns 19 miles of fiber, with the

remainder being IRUs and leased fiber. Broadview’s owned fiber is used to close fiber-centric

loops in Norwalk, CT and Boston, MA; of that, less than 3 miles overlap with Windstream’s

fiber network. Broadview does not sell dark fiber or transport, but simply uses it to enable

UCaaS services for its customer base. Accordingly, Broadview and Windstream do not have

meaningful overlap in their owned networks, and there will be no diminution in competition.

       At the same time, the combination of Windstream and Broadview’s networks will

improve efficiencies for both companies. Broadview has three IRUs for fiber in the Northeast

and leases the remainder of its fiber (other than the handful of miles it owns outright). One of

Broadview’s IRU’s is through Windstream, but except for some last-mile facilities mentioned

above Broadview does not lease any of its fiber through Windstream. Where Broadview’s IRUs

do not overlap with Windstream’s network, Windstream can leverage that additional capacity to

enhance service to customers in those areas. Where Broadview’s IRUs are with Windstream or

cover areas that overlap with Windstream’s fiber network, this will allow for the synergies

discussed above—particularly allowing Broadview’s customers to benefit from lower costs by

utilizing the existing Windstream network.

       The parties also do not meaningfully overlap in the residential market. Broadview’s

residential portfolio is small, with fewer than 3,000 residential customers in 14 states in the

Northeast, the Mid-Atlantic, and Texas, and it no longer actively markets service to new

residential customers.


                                         Exhibit 2 – page 7


Windstream-Broadview Transfer of Control Appl.
Public Interest Statement

       But for a potential brand name change, the transaction will largely be seamless to

Broadview customers, all of whom will continue to receive their Broadview services pursuant to

their current contracts. Post-transaction, the parties will continue to honor all contracts with their

retail and wholesale customers. The transaction itself is not expected to adversely affect the rates

or other terms of service that customers currently experience, nor is it expected to have any

adverse effect on the already high quality of service that Broadview’s customers currently

receive. As the parties integrate their operations, they expect to be able to offer each other’s

unique services to all the customers of the combined company, thus increasing the competitive

strength of the combined company and benefitting competition by creating a stronger challenger

to the ILEC, to cable operators, and to other CLECs.

IV.    ADMINISTRATIVE MATTERS

       The authorizations referenced in the application are intended to be a complete list that

includes all of the authorizations held by Broadview that are subject to the transaction.

Broadview, however, may now have on file, or may hereafter file, additional requests for

authorizations for new or modified facilities, which may be granted before the Commission takes

action on this application. Accordingly, the Applicants request that any Commission approval of

the applications filed for this transaction include authority for Windstream to acquire control of:

           1. Any license or authorization issued to Broadview during the Commission’s
              consideration of the applications and the period required for consummation of the
              transaction following approval;

           2. Any construction permits held by Broadview that mature into licenses after
              closing; and

           3. Applications that are filed after the date of these applications and that are pending
              at the time of consummation.




                                         Exhibit 2 – page 8


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


                 Pre—Transaction Corporate Ownership Structure Charts
          Windstrcam
         Holdings nc                         Broadview Networks Holdings,nc.
                                               merges inBeethoven Meiger                      _ _| sweivienticwars
                                               Subsidiary, Inc. with Broodviaw          le—="         Holdings nc
                                              NetworksHoldingsInc.surviving.      .. 77
          Windstrcam                                                           e—
          Services uc                                                        1
                                                                           a
                                                                        2
[     Nanous     —|       seathoven                        _—~
| wdsteam |                 werser      |&— =—|7
{_   tieensees   |      subsidian. ie
                                                sexe              Broadvew        AtX Communications          Eurcks Broscband       Broadvewn?
                                             Aeauistion         Hetworks,inc              Inc                    Corporation        seauisitoncorn
                                                core                  1
                                                                  Broadvew             Corecom
                                                                 Hetworks of
                                             Brdeecom           Viginia,inc        Communicatnn tC
                                            Holgings nc
                                         m—~——                                         Coreconm—
                                     Brdeecom             Trucom                        A0% ic                Eurcka Hldings uC
                                  Intrnationa nc. | .   Cormoration

     1 Te rantvelewors enttes intesheren onyuse                       Ar Leensing nc        Inans                    wounve                 Ts
     Eoatvew letwensfotngs e andtswositarest                                               ureks Telecom of          Infotiahwor          fag
     (1 ht autorzaten o provienrasate, tersiator                                                WA ic              Communications       Telecom inc
     wnomatonltelconmsncatons sevcesor Qaren ho                                                                      Corporation
     hiotouneriie thocenvites mcnarimcuiee                        ATX Telecommunications
     sutsdares argaifises ofrostve Tevenarfodngs
     in rat o rothols aurarzatont rove                             ServicesofVigina, itc                       !—‘—\
     tesconmsncatons servces ntneUinted Sutes
                                                                                                       Inforighwayof         ARC: Networks, in
                                                                                                        Viginia,inc         nnmmmmmmms


             Post—Transaction Corporate Ownership Structure Charts

                                                           Windstrcam
                                                          Holdings nc

                                                          Windstrcam
                                                          Services us


                         1.   verious
                         | windsteam 1                 iresiveunewans
                            uesns |                      Roldings mc

            pes                      Eoaves           n nmmcsiors                Enisbosine               Esivemns
        peautioncorp                etwors, inc            he                      Corporaton            Acumtioncorp
           idgen                Eresiveunewens             s
          Holdings mc             svianis, nc          communieators ue
                                                                                ppmmerens
   Eocm                   man                          Elnman ne
Intrsationi inc.        Comoraton                                             Enlerenat           mowgney                    es
                                                        n Gensrame               W mo           Conmunicatons            Teiscon, nc
+ Tre Srontvenletwors enttes intedheren ony nclige                                               Corporation
OreacvewNetvetaloitngn e andtowbntarcst
(1Ihlt autrorsaten o provio nironteteriateor         ATX Telecommunications
iHeratonltakconmsncatonssevcesor Qaren ho
chanofouneraipottroseenites me ctarrcudes             ServicesofVigina, u.c                  !—‘—\
svenares andaftites ofrondven Tetweiafoings                                            Inforighwayof           ARC Networks,inc
is tatda rothols surarzatont rove                                                       Vizinia,inc
teecormsncatons servces ntneUnted Stes



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

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