Carl Icahn filed an amended 13-D on XO Holdings (XO) tonight.
From the Filing:
“As of the close of business on March 14, 2008, the Filing Persons may be deemed to beneficially own in the aggregate 129,466,420 Shares constituting approximately 58.95% of the outstanding Shares (based upon (i) the 182,075,035 Shares stated to be issued and outstanding by Issuer, (ii) the 91,913,269 Shares beneficially held by the Filing Persons, (iii) the 10,041,858 Shares issuable upon exercise of the Warrants beneficially held by the Filing Persons and (iv) the 27,511,293 Shares issuable upon conversion of the 2,075,000 Convertible Preferred Shares beneficially held by the Filing Persons. The 27,511,293 Shares issuable upon conversion of the 2,075,000 Convertible Preferred Shares reflect an increase of 807,134 Shares, in the aggregate, since July 2, 2007, the date on which the Filing Persons filed Amendment No. 9 to the Original 13D, as a result of the liquidation preference on the Convertible Preferred Shares which accretes quarterly at a rate of 1.5%.”
Also:,
“On March 13, 2008, Arnos Corp., an entity affiliated with Mr. Icahn (“Arnos”), entered into a Note Purchase Agreement (the “Note Purchase Agreement) with XO Communications, LLC (“XOC”), pursuant to which Arnos purchased from XOC $75,000,000, aggregate principal amount of XOC’s Senior Unsecured Notes due April 15, 2009 (the “Notes”). The Notes bear interest at the rate of 11.5% per annum, which amounts will be capitalized and added to the principal amount of the Notes on April 15, 2008 and quarterly thereafter on July 15, 2008, October 15, 2008, January 15, 2009 and April 15, 2009 or, at the election of XOC, following approval by a majority of the Issuer’s disinterested independent directors, interest on the unpaid principal amount of the Notes may be paid on a cash basis, in which case such interest shall accrue from the preceding interest payment date, at the rate of 9.5% per annum, and shall be payable on April 15, 2008 and quarterly in arrears thereafter on July 15, 2008, October 15, 2008, January 15, 2009 and April 15, 2009. The obligations of XOC under the Note Purchase Agreement and the Notes are jointly and severally guaranteed by the Issuer and certain subsidiaries of XOC pursuant to a Guaranty Agreement, dated as of March 13, 2008 (the “Guaranty Agreement”). Copies of the Note Purchase Agreement and the Guaranty Agreement are filed as Exhibit 1 and Exhibit 2 hereto, respectively, and are incorporated herein by reference. Any descriptions herein of the Note Purchase Agreement or the Guaranty Agreement are qualified in their entirety by reference to the Note Purchase Agreement and the Guaranty Agreement filed herewith, respectively. “
The release coincides with the earnings release today from XO.
Disclosure (“None” means no interest): None
