0000947871-14-000551.txt : 20140826 0000947871-14-000551.hdr.sgml : 20140826 20140826152357 ACCESSION NUMBER: 0000947871-14-000551 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140826 DATE AS OF CHANGE: 20140826 GROUP MEMBERS: BRAD BONO GROUP MEMBERS: BROOKLANDS HERITAGE, LLC GROUP MEMBERS: JOHN A. BARTHOLDSON GROUP MEMBERS: JUNIPER HF INVESTORS II, LLC GROUP MEMBERS: JUNIPER INVESTMENT COMPANY, LLC GROUP MEMBERS: JUNIPER PUBLIC FUND, L.P. GROUP MEMBERS: PRINCETON HOSTED SOLUTIONS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALTEVA, INC. CENTRAL INDEX KEY: 0000104777 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 141160510 STATE OF INCORPORATION: NY FISCAL YEAR END: 1220 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79356 FILM NUMBER: 141065140 BUSINESS ADDRESS: STREET 1: 401 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19106 BUSINESS PHONE: 877-258-3722 MAIL ADDRESS: STREET 1: 401 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19106 FORMER COMPANY: FORMER CONFORMED NAME: WARWICK VALLEY TELEPHONE CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MICHAS ALEXIS P CENTRAL INDEX KEY: 0001044005 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 940 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 SC 13D/A 1 ss401246_sc13da.htm AMENDMENT NO. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Alteva, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

883375107

(CUSIP Number)

Alexis P. Michas

Juniper Investment Company, LLC

555 Madison Avenue, 24th Floor

New York, New York 10022

(212) 339-8500

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

August 26, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 883375107

Page 2 of 15 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Juniper Public Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 372,976
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 372,976
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 372,976
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 2 of 15 Pages

SCHEDULE 13D

CUSIP No. 883375107

Page 3 of 15 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Juniper HF Investors II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 372,976
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 372,976
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 372,976
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 3 of 15 Pages

SCHEDULE 13D

CUSIP No. 883375107

Page 4 of 15 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Juniper Investment Company, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 372,976
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 372,976
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 372,976
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 4 of 15 Pages

SCHEDULE 13D

CUSIP No. 883375107

Page 5 of 15 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alexis P. Michas
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 372,976
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 372,976
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 372,976
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 5 of 15 Pages

SCHEDULE 13D

CUSIP No. 883375107

Page 6 of 15 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John A. Bartholdson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 372,976
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 372,976
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 372,976
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 6 of 15 Pages

SCHEDULE 13D

CUSIP No. 883375107

Page 7 of 15 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Princeton Hosted Solutions, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 7 of 15 Pages

SCHEDULE 13D

CUSIP No. 883375107

Page 8 of 15 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brooklands Heritage, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 8 of 15 Pages

SCHEDULE 13D

CUSIP No. 883375107

Page 9 of 15 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brad Bono
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 9 of 15 Pages

Item 1.

Security and Issuer.

Item 1 is hereby amended and restated in its entirety to read as follows:

This Amendment No. 2 to the statement on Schedule 13D (this “Amendment No. 2”) relates to the common stock, par value $.01 per share (the “Shares”), of Alteva, Inc., a New York corporation (the “Issuer”), and hereby amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on September 30, 2013 (the “Initial Schedule”), as amended by Amendment No. 1 filed on May 27, 2014 (“Amendment No. 1”, and together with the Initial Schedule, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D. The Issuer’s principal executive offices are located at 401 Market Street, Philadelphia, PA, 19106.

Item 2.

Identity and Background.

Item 2(a) is hereby amended and restated in its entirety to read as follows:

(a)

This Schedule 13D is being filed by:

(i)

Juniper Public Fund, L.P., a Delaware limited partnership (“Juniper Public Fund”);

(ii)

Juniper HF Investors II, LLC, a Delaware limited liability company and the general partner of Juniper Public Fund (“Juniper HF Investors”);

(iii)

Juniper Investment Company, LLC, a Delaware limited liability company and the investment advisor to Juniper Public Fund (“Juniper Investment Company”);

(iv)

Alexis P. Michas, as a managing member of each of Juniper HF Investors and Juniper Investment Company;

(v)

John A. Bartholdson, as a managing member of each of Juniper HF Investors and Juniper Investment Company;

(vi)

Princeton Hosted Solutions, LLC, a New Jersey limited liability company (“Princeton”);

(vii)

Brooklands Heritage, LLC, a Delaware limited liability company and the sole member of Princeton (“Brooklands”); and

(viii)

Brad Bono, as the sole member and manager of Brooklands and the manager of Princeton.

Each of the foregoing is referred to herein as a “Reporting Person” and together as the “Reporting Persons.”

Page 10 of 15 Pages

Each of the foregoing is referred to herein as a “Reporting Person” and together as the “Reporting Persons.” Each of the Reporting Persons described in clauses (vi), (vii) and (viii) above is referred to herein as a “Group Reporting Person” and together as the “Group Reporting Persons.”

Item 2(b) is hereby amended and supplemented by adding the following:

The address of the principal office of Princeton and Brooklands is 49 Grove Street, Suite A, Haddonfield, NJ 08033.

The address of Mr. Bono is 25 Lane of Acres, Haddonfield, NJ 08033.

Item 2(c) is hereby amended and supplemented by adding the following:

The principal business of Princeton is telecommunications. The principal business of Brooklands is to serve as the sole member of Princeton. Mr. Bono is the manager of Brooklands and the manager of Princeton.

Item 2(d) is hereby amended and restated in its entirety to read as follows:

During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 2(e) is hereby amended and restated in its entirety to read as follows:

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 2(f) is hereby amended and restated in its entirety to read as follows:

Each of Messrs. Michas, Bartholdson and Bono are United States citizens.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended and supplemented by adding the following:

On August 26, 2014, Juniper Investment Company delivered a preliminary, non-binding proposal (the “Letter of Intent”) to the Board of Directors of the Issuer (including Mr. Brian J. Kelley, Interim Chief Executive Officer of the Issuer), pursuant to which, among other things, Juniper Investment Company indicated its interest in possibly acquiring, together with Princeton, 100% of the outstanding shares of the Issuer at a proposed price of $8.00 per share in cash.

The Letter of Intent is non-binding on Juniper Investment Company and is subject to, among other things, satisfactory completion of Juniper Investment Company’s due diligence review of the Issuer, the receipt of financing by Juniper Investment Company and the negotiation and execution of a mutually acceptable definitive merger agreement containing customary terms and conditions.

Page 11 of 15 Pages

The foregoing description of the Letter of Intent is qualified in its entirety by reference to the full text of the Letter of Intent, a copy of which is filed as Exhibit E to this Amendment No. 2 and is incorporated by reference into this Item 4.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

Item 5(a) is hereby amended and restated in its entirety to read as follows:

The responses of the Reporting Persons to Rows (11) through (13) of the cover pages of this Amendment No. 2 are incorporated herein by reference.

(a) The percentages used herein are calculated based upon 5,983,351 Shares outstanding at August 1, 2014, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014.

As of the date of this Amendment No. 2, the Reporting Persons may be deemed to have beneficial ownership of the Shares as follows:

(i) Juniper Public Fund beneficially owned 372,976 Shares, constituting approximately 6.2% of the then outstanding Shares.

(ii) Juniper HF Investors, as the general partner of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) 372,976 Shares, constituting approximately 6.2% of the then outstanding Shares. Juniper HF Investors disclaims beneficial ownership of such Shares for all other purposes.

(iii) Juniper Investment Company, as the investment advisor of Juniper Public Fund, may be deemed to own beneficially (as that term is defined in Rule 13-d under the Act) 372,976 Shares, constituting approximately 6.2% of the then outstanding Shares. Juniper Investment Company disclaims beneficial ownership of such Shares for all other purposes.

(iv) Each of Messrs. Michas and Bartholdson, as the managing members of Juniper HF Investors and Juniper Investment Company, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Act) 372,976 Shares, constituting approximately 6.2% of the then outstanding Shares. Messrs. Michas and Bartholdson disclaim beneficial ownership of such Shares for all other purposes.

(v) None of the Group Reporting Persons beneficially owns any Shares. As a result of the matters described in Item 4 above, the Group Reporting Persons may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Act, with Juniper Public Fund, Juniper HF Investors, Juniper Investment Company and Messrs. Michas and Bartholdson. Accordingly, the Group Reporting Persons may be deemed to beneficially own any Shares that may be beneficially owned by such persons, and, on that basis may be deemed to beneficially own, in the aggregate, 372,976 Shares, constituting approximately 6.2% of the then outstanding Shares. Each of the Group Reporting Persons hereby disclaims beneficial ownership of any Shares that may be beneficially owned by Juniper Public Fund, Juniper HF Investors, Juniper Investment Company and Messrs. Michas and Bartholdson. Neither the filing of this Amendment No. 2 nor any of its contents shall be deemed to constitute an admission that any Group Reporting Person is the beneficial owner of any Shares for purposes of Section 13(d) of the Act or for any other purpose or that any Group Reporting Person has an obligation to file this Amendment No. 2.

Page 12 of 15 Pages

Item 5(b) is hereby amended and restated in its entirety to read as follows:

(b) Juniper Public Fund has the sole power to vote or direct the vote of 372,976 Shares and the sole power to dispose or direct the disposition of such Shares. Juniper HF Investors, Juniper Investment Company and Messrs. Michas and Bartholdson may be deemed to share with Juniper Public Fund the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares. None of the Group Reporting Persons, as of the date hereof, has power to vote or to direct the vote or to dispose or direct the disposition of any Shares. The information set forth in Item 5(a)(v) is incorporated by reference in its entirety into this Item 5(b).

Item 5(c) is hereby amended and supplemented by adding the following:

(c) No transactions in the Shares were effected by the Reporting Persons during the sixty days prior to the date of this Amendment No. 2.

Item 5(d) is hereby amended and restated in its entirety to read as follows:

(d) To the knowledge of the Reporting Persons, no person other than Juniper Public Fund, Juniper HF Investors, Juniper Investment Company and Messrs. Michas and Bartholdson has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that are the subject of this Amendment No. 2. None of the Group Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that are the subject of this Amendment No. 2.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

The information set forth or incorporated by reference in Item 4 is incorporated by reference in its entirety into this Item 6.

Item 7.

Materials to be Filed as Exhibits.

Exhibit B:

Amended and Restated Joint Filing Agreement, dated August 26, 2014, among the Reporting Persons

Exhibit E:

Letter, dated August 26, 2014, from Juniper Investment Company to the Board of Directors of the Issuer

Page 13 of 15 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 26, 2014

	JUNIPER PUBLIC FUND, L.P.

	By:	JUNIPER HF INVESTORS II, LLC, its General Partner


	By:	/s/ John A. Bartholdson
	Name:	John A. Bartholdson
	Title:	Managing Member

	JUNIPER HF INVESTORS II, LLC


	By:	/s/ John A. Bartholdson
	Name:	John A. Bartholdson
	Title:	Managing Member

	JUNIPER INVESTMENT COMPANY, LLC


	By:	/s/ John A. Bartholdson
	Name:	John A. Bartholdson
	Title:	Managing Member


	By:	/s/ Alexis P. Michas
	ALEXIS P. MICHAS


	By:	/s/ John A. Bartholdson
	JOHN A. BARTHOLDSON

[Alteva, Inc. 13D, Amendment No. 2]

	PRINCETON HOSTED SOLUTIONS, LLC


	By:	/s/ Brad Bono
	Name:	Brad Bono
	Title:	Manager

	BROOKLANDS HERITAGE, LLC


	By:	/s/ Brad Bono
	Name:	Brad Bono
	Title:	Manager


	By:	/s/ Brad Bono
	BRAD BONO

[Alteva, Inc. 13D, Amendment No. 2]

EX-99.B 2 ss401246_ex99b.htm AMENDED AND RESTATED JOINT FILING AGREEMENT

EXHIBIT B

AMENDED AND RESTATED JOINT FILING AGREEMENT

This Amended and Restated Joint Filing Agreement (this “Agreement”), dated as of August [___], 2014, is made by and among Juniper Public Fund, L.P., Juniper HF Investors II, LLC, Juniper Investment Company, LLC, Alexis P. Michas, John A. Bartholdson, Princeton Hosted Solutions, LLC and Brad Bono.

WHEREAS, each of Juniper Public Fund, L.P., Juniper HF Investors II, LLC, Juniper Investment Company, LLC, and Messrs. Michas and Bartholdson (together, the “Original Parties”) are parties to that certain Joint Filing Agreement dated as of September 30, 2013 (the “Original Agreement”), pursuant to the terms of which such parties agreed to provide for the filing of a joint Schedule 13D, and all amendments thereto, with respect to shares of common stock, par value $0.01, of Alteva, Inc. (the “Shares”);

WHEREAS, the Original Parties desire by this Agreement to amend and restate the Original Agreement in its entirety to add Princeton Hosted Solutions, LLC and Brad Bono thereto and to provide for the joint filing on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to the Shares.

NOW, THEREFORE, the parties hereto agree as follows:

In accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, the parties agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to the Shares, and further agree that this Agreement shall be included as an exhibit to such joint filings.

The parties further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has a reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

	JUNIPER PUBLIC FUND, L.P.

	By:	JUNIPER HF INVESTORS II, LLC, its General Partner


	By:	/s/ John A. Bartholdson
	Name:	John A. Bartholdson
	Title:	Managing Member

	JUNIPER HF INVESTORS II, LLC


	By:	/s/ John A. Bartholdson
	Name:	John A. Bartholdson
	Title:	Managing Member

	JUNIPER INVESTMENT COMPANY, LLC


	By:	/s/ John A. Bartholdson
	Name:	John A. Bartholdson
	Title:	Managing Member


	By:	/s/ Alexis P. Michas
	ALEXIS P. MICHAS


	By:	/s/ John A. Bartholdson
	JOHN A. BARTHOLDSON

[Signature Page to Amended and Restated Joint Filing Agreement]

	PRINCETON HOSTED SOLUTIONS, LLC



	By:	/s/ Brad Bono
	Name:	Brad Bono
	Title:	Manager

	BROOKLANDS HERITAGE, LLC


	By:	/s/ Brad Bono
	Name:	Brad Bono
	Title:	Manager


	By:	/s/ Brad Bono
	BRAD BONO

[Signature Page to Amended and Restated Joint Filing Agreement]

EX-99.E 3 ss401246_ex99e.htm LETTER

EXHIBIT E

	Juniper Investment Company, LLC

	600 Madison Avenue
	New York, New York 10022
JUNIPER INVESTMENT COMPANY	212 339 8500

CONFIDENTIAL
	August 26, 2014

Members of the Board of Directors

Alteva, Inc.

Attention: Mr. Brian J. Kelley

Interim Chief Executive Officer

401 Market Street

Philadelphia, PA 19106-2107

Dear Mr. Kelley and Members of the Board of Directors,

I am pleased to provide you with a letter expressing our interest in acquiring Alteva, Inc. (“Alteva” or the “Company”). The following “Letter of Intent” includes a preliminary, nonbinding proposal for an all-cash acquisition of Alteva by Juniper Investment Company, LLC (“Juniper”) and Princeton Hosted Solutions, LLC (“Princeton”) for $8.00 per share. As you are aware, our affiliate, the Juniper Public Fund, L.P. is a significant shareholder of Alteva, and we have appreciated the opportunity to develop a good understanding of the Company. Our consideration of alternatives for Alteva led us to Princeton, a rapidly growing provider of hosted unified communications.

We think Alteva has developed a strong unified communications platform and that the prospects for the business could be more favorable following a combination of Princeton and Alteva. We believe our proposal is compelling and in the best interest of Alteva and its constituents, including shareholders, employees, and customers. We hope that you and your board agree, and we look forward to an opportunity to work with you to complete a transaction.

Juniper Investment Company

Juniper Investment Company was founded in 2007 by Alexis Michas and John Bartholdson to develop and manage alternative investment offerings that address unique market opportunities. The principals of Juniper have extensive private equity investment experience dating back to 1981 encompassing the activities of our predecessor organizations, Merrill Lynch Capital Partners (1981-1999) and Stonington Partners (1994-2010). These activities encompass the acquisition of over 50 companies totaling over $22 billion in total consideration and involving the investment of approximately $3.2 billion of equity capital across a range of industries. Juniper’s affiliate, the Juniper Public Fund, L.P. has been a significant shareholder of the Company since September 2013 and holds 372,976 shares of Alteva, Inc. common, representing 6.2% of the 5,983,351 outstanding shares. In October 2013, Juniper successfully completed a similar acquisition of Theragenics Corporation (“Theragenics”), a medical device company. Juniper Public Fund, L.P. had owned 7% of Theragenics as a public company prior to our acquisition.

Princeton Hosted Solutions

Princeton Hosted Solutions is a rapidly growing provider of cloud based unified communications solutions based in Haddonfield, New Jersey. Princeton specializes in hosted communications solutions, cloud computing, and data center services for vertical markets including: auto dealers, legal, financial, medical and local government. Princeton was founded by Brad Bono, an experienced telecommunications executive, who previously was a founder and COO of PAETEC Corp. and the founder and CEO of Magellan Hill Technologies. Princeton has a team of telecommunications and IT professionals with extensive industry experience.

JUNIPER INVESTMENT COMPANY

Transaction Overview

Based upon our review of the publicly available financial and other information, we are prepared to pursue a transaction in which Juniper or its wholly owned affiliate would pay $8.00 per share in cash to acquire 100% of the outstanding shares of the Company through a merger (the “Transaction”).

The $8.00 price represents a 51% premium to the closing price of $5.29 per share as of August 25, 2014 and a 31% premium to the 30-day average closing price of $6.15 per share. Furthermore, based upon the recently reported second quarter financial results, Alteva should have $22 million of net cash after its third quarter $17 million tax payment. Excluding the Company’s net cash, which should only be valued at its cash value, this purchase price really represents a 173% premium to the total enterprise value (“TEV”) of the Company on August 25, 2014. We believe both the substantial premium and the $8.00 price per share should be very compelling for the Company’s shareholders.

Further, we hope that our due diligence review of the Company (described below) will provide us with a basis on which to improve our proposal.

This proposal is contingent upon, among other things:

Satisfactory completion of our due diligence review of the Company;

ii.

The receipt of financing for the Transaction;

iii.

The negotiation and execution of a mutually acceptable definitive merger agreement containing customary terms and conditions

Timing and due diligence

In order to enter into a definitive merger agreement, we would require customary business and legal due diligence of the Company. Given our collective knowledge of the business and time spent evaluating the Company to date, we believe that the majority of our diligence is confirmatory in nature and can be completed quickly. We have strong relationships with several financial institutions and expect to have executed, underwritten financing commitments for the Transaction as needed.

lf you indicate your willingness to move forward on the terms outlined in this Letter of Intent, we are prepared to commit the resources needed to complete due diligence and to negotiate and enter into a definitive agreement as expeditiously as possible. We would expect to enter into a period of exclusive negotiations with the Company for a period of 60 days from our receipt of a signed copy of this Letter of Intent.

Shearman and Sterling, LLP, our legal advisor, is prepared to assist us immediately in executing this Transaction. We would expect to negotiate the merger agreement simultaneously with our due diligence process and would be prepared to provide you with a draft agreement shortly. We very much hope that you and your Board find this Letter of Intent compelling for your shareholders and look forward to working with you to complete this Transaction. We believe that proceeding without delay is in the best interest of all parties, particularly the company’s shareholders.

JUNIPER INVESTMENT COMPANY

We and our legal advisors are available to discuss this offer at your convenience and look forward to a prompt response.

Juniper Investment Company 555 Madison Avenue, 24th Floor New York, NY 10022	Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022

John A. Bartholdson Managing Member Telephone: 212 339 8542 E-mail: jab@juniperfunds.com	Eliza W. Swann Partner Telephone: 212 848 8073 E-mail: eswann@shearman.com

If you are in agreement with the terms set forth above and desire to proceed with the Transaction on that basis, please so indicate by executing a copy of this Letter of Intent and returning it to Juniper

JUNIPER INVESTMENT COMPANY

Please confirm your agreement with the foregoing by signing and returning by mail, fax or email to the undersigned a copy of this letter enclosed herewith.

	JUNIPER INVESTMENT COMPANY, LLC


	By:	/s/ John A. Bartholdson
	Name:	John A. Bartholdson
	Title:	Managing Member

Accepted and Agreed as of

This __ day of _________ 2014

ALTEVA, INC.


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