Attached files
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| EX-99.1 - XO HOLDINGS INC | v198684_ex99-1.htm |
| EX-99.2 - XO HOLDINGS INC | v198684_ex99-2.htm |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington D.C.
20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of Report (Date of Earliest Event Reported): October 8, 2010
XO HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-30900
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54-1983517
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Incorporation)
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13865
Sunrise Valley Drive
Herndon,
Virginia 20171
(Address
of Principal Executive Offices)
(703) 547-2000
(Registrant’s
Telephone Number, Including Area Code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01. Entry into a Material
Definitive Agreement.
Revolving
Promissory Note
The
discussion of the Revolving Promissory Note, as defined below, set forth in
Item 2.03 is incorporated in this Item 1.01 by reference
thereto.
Guaranty
Agreement
The
discussion of the Guaranty Agreement, as defined below, set forth in
Item 2.03 is incorporated in this Item 1.01 by reference
thereto.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.
Revolving
Promissory Note
XO
Communications, LLC (“XO LLC”), a wholly owned subsidiary of XO Holdings, Inc.,
entered into a revolving promissory note with Arnos Corp. (“Arnos”), a company
affiliated with XO Holdings’ chairman, Carl C. Icahn, dated as of October 8,
2010 (the “Revolving Promissory Note”).
Pursuant
to the Revolving Promissory Note, Arnos made available to XO LLC a revolving
loan facility of up to $50,000,000 in aggregate principal
amount. Borrowings under the Revolving Promissory Note will bear
interest at a rate equal to the greater of the LIBOR rate plus 525 basis points,
and 6.75%. The Revolving Promissory Note also includes a fee of 0.75% on undrawn
amounts and matures on the earliest of (i) October 8, 2011, (ii) the date on
which any financing transaction, whether debt or equity, is consummated by the
company or certain of its affiliates in an amount equal to or greater than $50
million, and (iii), at the company’s option, a date selected by the company that
is earlier than October 8, 2011.
The
foregoing discussion of the terms of the Revolving Promissory Note is qualified
in its entirety by reference to the Revolving Promissory Note, a copy of which
is filed herewith as Exhibit 10.1 and
is incorporated in this Item 2.03 by reference thereto.
Guaranty
Agreement
The
obligations of XO LLC under the Revolving Promissory Note are jointly and
severally guaranteed by XO Holdings, Inc. and certain of its subsidiaries,
pursuant to a guaranty agreement dated as of October 8, 2010 (the “Guaranty
Agreement”), a copy of which is filed herewith as Exhibit 10.2 and
is incorporated in this Item 2.03 by reference thereto.
The
foregoing discussion of the terms of the Guaranty Agreement is qualified in its
entirety by reference to the Guaranty Agreement, a copy of which is filed
herewith as Exhibit 10.2 and
is incorporated in this Item 2.03 by reference thereto.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Revolving
Promissory Note, dated as of October 8, 2010
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10.2
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Guaranty
Agreement, dated as of October 8, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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XO
HOLDINGS, INC.
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By:
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/s/ Laura W. Thomas
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Name:
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Laura
W. Thomas
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Title:
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Senior
Vice President and Chief Financial Officer
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Date:
October 12, 2010