PENNSYLVANIA
PUBLIC UTILITY COMMISSION
Harrisburg, PA 17105-3265
Public Meeting held January 24, 2008
Commissioners Present:
Wendell F. Holland, Chairman
James H. Cawley, Vice Chairman
Tyrone J. Christy
Kim Pizzingrilli
Joint application of Broadview Networks Holdings, Inc., for approval of an indirect transfer of control of the Joint Applicants:
Broadview Networks, Inc.
BridgeCom International, Inc.
Broadview NP Acquisition Corp.
ATX Licensing, Inc.
Eureka Telecom, Inc.
A.R.C. Networks, Inc. / Docket Nos.
A-310932F0006
A-311052F0005
A-311188F0006
A-310992F0005
A-311407F0006
A-310448F0008

ORDER

BY THE COMMISSION:

On November 15, 2007, pursuant to Chapter 11 of the Public Utility Code, 66 Pa. C.S. §§ 1102, et seq., Broadview Networks, Inc. (Broadview Networks), BridgeCom International, Inc. (BridgeCom), Broadview NP Acquisition Corporation (Broadview NP), ATX Licensing, Inc. (ATX), Eureka Telecom, Inc. (Eureka), and A.R.C. Networks, Inc. (A.R.C.), (together, the Joint Applicants), filed a joint application for approval of an indirect transfer of control of the Joint Applicants. All six Joint Applicants are wholly-owned subsidiaries of Broadview Networks Holdings, Inc. (Broadview Holdings), a non-jurisdictional holding company that joined in the application.

A copy of the application was served upon the Office of Consumer Advocate and the Office of Small Business Advocate. Further notice was not required, no protest period was established, and no protests or comments have been received.

Broadview Holdings is a privately held, non-jurisdictional Delaware corporation with offices located at 800 Westchester Avenue, Suite N-501, Rye Brook, New York 10573. Broadview Holdings is the ultimate parent company of the six jurisdictional Joint Applicants: Broadview Networks, Broadview NP, BridgeCom, ATX, A.R.C., and Eureka, each of which provides telecommunications services in multiple states including Pennsylvania, and all of which are also headquartered at 800 Westchester Avenue, Suite N-501, Rye Brook, New York 10573. The Joint Applicants currently serve small and medium sized businesses in the mid-Atlantic and northeastern United States, and are all authorized by the FCC to provide international and interstate service.

. Broadview Networks is authorized as a toll reseller, interexchange carrier, competitive access provider and competitive local exchange provider in Pennsylvania pursuant to Docket Nos. A-310932, A-310932F0002,

A-310932F0003, and A-310932F0004. Broadview Networks is authorized to provide competitive telecommunications services in 33 states.

Broadview NP serves small and medium–sized businesses in the northeastern and mid-Atlantic United States. Broadview NP is authorized to provide competitive telecommunications services in 22 states. Pennsylvania authority is granted pursuant to Docket Nos. A-311188, A-311188F0002, and

A-311188F0003.

BridgeCom serves small and medium-sized businesses in the northeastern and mid-Atlantic United States. BridgeCom is authorized to provide competitive telecommunications services in 18 states. Pennsylvania authority is granted pursuant to Docket Nos. A-311052 and A-311052F0005.

ATX serves small and medium-sized businesses in the mid-Atlantic United States. ATX is authorized to provide competitive telecommunications services in 46 states. Pennsylvania authority is granted pursuant to Docket Nos. A-310992 and A-3100992F0002.

Eureka serves small and medium–sized businesses in the northeastern and mid-Atlantic United States. Eureka is authorized to provide competitive telecommunications services in 13 states. Pennsylvania authority is granted pursuant to Docket Nos. A-311407 and A-311407F0002.

A.R.C. serves small and medium-sized businesses in the northeastern United States and selected areas of Texas. A.R.C. is authorized to provide competitive telecommunications services in 34 states. Pennsylvania authority is granted pursuant to Docket Nos. A-310448 and A-310448F0003.

All six operating Joint Applicants are individually authorized as toll resellers and competitive local exchange providers in Pennsylvania.

Broadview Holdings plans to issue new Broadview Holdings stock in an aggregate amount of up to $500 million though either a private placement or a public offering. The proceeds of the stock sale may be used for a variety of business purposes including network expansion, technological upgrades and other capital investments, as well as to provide working capital and defray transaction costs. The proceeds may also be used to repurchase outstanding stock. As a result of the anticipated stock issuance, ownership of Broadview Holdings may be dispersed among multiple new shareholders and control of Broadview Holdings, and thus its jurisdictional subsidiaries and their respective boards of directors, may be relinquished by current owners.

It is anticipated that current management will remain in place and that the Joint Applicants will continue to offer service with no change in the rates or terms and conditions of service. Therefore, any changes in ownership are anticipated to be seamless and transparent to consumers in Pennsylvania.

The Joint Applicants aver that the public interest will be served as the proposed transactions will provide Broadview Holdings and the Joint Applicants with access to additional equity financing. They attest that such financing will allow the Joint Applicants greater resources and flexibility to implement business plans, ultimately making the Joint Applicants stronger competitors to the benefit of Pennsylvania customers. For the reasons suggested by the Joint Applicants, we conclude that the record provides substantial evidence of affirmative public benefit sufficient to warrant approval of the proposed transaction under City of York v. Pennsylvania Public Utility Commission, 295 A.2d 825 (Pa. 1972).

The Joint Applicants, individually, are all current with Security Planning and Readiness Self Certification reporting requirements, all annual financial reporting requests, and have no outstanding Commission fines or assessments.

Having thus reviewed the application concerning the potential indirect transfer of control of the Joint Applicants, we find that the transfer is necessary or proper for the service, accommodation, convenience, or safety of the public, and that the application should be approved; THEREFORE,

IT IS ORDERED:

1. That the joint application for an indirect transfer of control of Broadview Networks, Inc., Broadview NP Acquisition Corp., BridgeCom International, Inc., ATX Licensing, Inc., Eureka Telecom, Inc., and A.R.C. Networks, Inc. is hereby approved, and that certificates of public convenience be issued to Broadview Networks, Inc., Broadview NP Acquisition Corp., BridgeCom International, Inc., ATX Licensing, Inc., Eureka Telecom, Inc., and A.R.C. Networks, Inc. evidencing our approval.

2. That within 30 days of the consummation of any transactions approved in Ordering Paragraph No.1, above, Broadview Networks, Inc., Broadview NP Acquisition Corp., BridgeCom International, Inc., ATX Licensing, Inc., Eureka Telecom, Inc., and A.R.C. Networks, Inc., shall notify the Commission of the date of such consummation.

3. That if the parties determine that any transactions approved in Ordering Paragraph No. 1, above, will not occur, Broadview Networks, Inc., Broadview NP Acquisition Corp., BridgeCom International, Inc., ATX Licensing, Inc., Eureka Telecom, Inc., and A.R.C. Networks, Inc. shall promptly notify this Commission of such determination.

4. That this docket be marked closed upon receipt of the notices specified in Ordering Paragraphs Nos. 2 and 3, above.

BY THE COMMISSION,

James J. McNulty

Secretary

(SEAL)

ORDER ADOPTED: January 24, 2008

ORDER ENTERED: January 24, 2008

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