XO Holdings, Inc. (fka XOHO)

[MakinBank]

howmuch is the PPS worth now?

[makemoney55]

Not really Icahn thinks he owns this stock in a private company. I am not sure this will go up till he is out.

[CashCowMoo]

Anyone around? This stock has been performing well

[intheclouds]

interesting

[ScovilleUnits]

Q1 EPS (20c) vs (13c) EPS -54% Y/Y

Tuesday , May 18, 2010 10:04ET

QUARTER RESULTS
XO Holdings, Inc. (XOHO) reported Q1 results ended March 2010. Q1 Revenues were $369.50M; -1.68% vs yr-ago. Q1 EPS was (20c); -53.85% vs yr-ago.

Q1 RESULTS      Reported      Year-Ago     Y/Y Chg      Estimate    SURPRISE 
 ----------  ------------  ------------  ----------  ------------  ---------- 
 Revenues:       $369.50M      $375.80M      -1.68%           N/A         N/A 
 ----------  ------------  ------------  ----------  ------------  ---------- 
 EPS:               (20c)         (13c)     -53.85%           N/A         N/A 
 ----------  ------------  ------------  ----------  ------------  ----------

ORIGINAL EARNINGS RELEASE: http://www.knobias.com/story.htm?eid=3.1.a6baaa5496ddd4d191e3f658ffad81dca3ac8f59e750011eb7ea6625a84056c6
Consensus estimate data provided by Reuters.
Visit Knobias.com for more indepth earnings information.

[spinc3]

are there no stockholders in this company.....no messages....can't understand why.......

[ScovilleUnits]

XOHO received a late filing “E” today?…XOHOE

[chipsim]

I like that BWI fund buying up shares. XOHO has been turning in a decent performance for a change with much more to go in my opinion.
Carl Icahn has kept this stock down for way too long hoping to steal the remaining shares.

[Enterprising Investor]

The market has reacted this morning.

$0.75
Change ? 0.05 (7.14%)

[Enterprising Investor]

I will create a "big shareholder" list.

The converts really mess up the math.

[Enterprising Investor]

Cayman BWI according to earlier report.

I think Diamondback and the other big holders are trying to force change - a buyout. Every share they buy and hold is one less Icahn can buy on the open market.

[chipsim]

Do you know anything about Diamondback Master Fund Ltd? sounds British. Who would they have bought these 9 million shares from as I have not seen any heavy volume in some time. I hope it's not another Icahn company.

[Enterprising Investor]

Diamondback Master Fund Ltd files SC 13G/A (2/12/10).

Owns 17,200,000 shares or 9.45 percent.

http://sec.gov/Archives/edgar/data/1111634/000095012310012176/c96186sc13gza.htm

13G (1/07/09) disclosed ownership of 9,636,600 shares or 5.29 percent.

http://sec.gov/Archives/edgar/data/1111634/000095012309000189/y73806sc13g.htm

[ANGRY HANK]

I have own this company for a year and it has gone from .15 to .80 and now back to .50. Should I stay or dump out is there any long term benefits to hold this

[mrmoneykb]

Interesting to see that there are other XOHO investors in this world.

Most of the old ragingbull crowd is at Ihub. Your all welcome to join our discussions.

http://www.investorvillage.com/smbd.asp?mb=9698&pt=m

GL

mrmoneykb

[Enterprising Investor]

The same Harold Simmons.

I suspect one reason why this strategy has not been used more is financing the deal. If I remember correctly, the shares moved to Simmons in one really large block trade. Needless to say, he had to pay for the trades a few days later.

I hope to someday to find the answer to the the name of the target.

[ScovilleUnits]

Q3 EPS 0c vs (21c) EPS +100% Y/Y

Monday , November 09, 2009 17:24ET

QUARTER RESULTS
XO Holdings, Inc. (XOHO) reported Q3 results ended September 2009. Q3 Revenues were $382.00M; +2.16% vs yr-ago. Q3 EPS was 0c; +100.00% vs yr-ago.

Q3 RESULTS      Reported      Year-Ago     Y/Y Chg      Estimate    SURPRISE 
 ----------  ------------  ------------  ----------  ------------  ---------- 
 Revenues:       $382.00M      $373.93M      +2.16%           N/A         N/A 
 ----------  ------------  ------------  ----------  ------------  ---------- 
 EPS:                  0c         (21c)    +100.00%           N/A         N/A 
 ----------  ------------  ------------  ----------  ------------  ----------

ORIGINAL EARNINGS RELEASE ~ 10Q: http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=6593709
Consensus estimate data provided by Reuters.
Visit Knobias.com for more indepth earnings information.

enterprisinginvestor, you’re correct, plan “B” doesn’t exist for folk like me.

Onward Thru The Fog!!!
Scov.

[ScovilleUnits]

Harold Simmons as in [NL] #board-15654?

That Harold is giving a pretty good divy given the PPS.

Anyway, my mention of filling July’s gap was pretty much just me being playful. I don’t actually anticipate XOHO to revisit 35¢ this distance into the play.

Again, thanks for the keeping this XOHO board alive.

[Enterprising Investor]

XO Holdings reports Q3 results.

Adjusted EBITDA was $44.1 million in the third quarter of 2009, an increase of $0.8 million compared to the same period last year. Net income in the third quarter of 2009 was $19.0 million, an increase of $42.3 million compared to the $23.3 million net loss reported for the same period last year. The company's net income for the third quarter of 2009 principally resulted from gains of approximately $16.3 million from the sale of marketable securities.

http://www.marketwire.com/press-release/Xo-Holdings-Inc-1073630.html

[Enterprising Investor]

Beware of Plan B!

I have seen this before. I have been trying to figure out which company (Georgia Gulf?), but know it was Harold Simmons that pulled it off. Simmons owned a moderate stake in the company and later announced a tender offer. The offer was later extended, but not enough shares were tendered for acceptance. Simmons did not extend again and just withdrew his offer. The shares sold off... right into his hands. He gained control by buying up all of the shares at less than the tender price hours later.

[ScovilleUnits]

Allrightythen, will XOHO fill that July gap?



Mercy, to have been Icahn insight accessible during the last 6 months would have been sooo sweet!! Ride it up and now ride it back down. Shorts gotta be wetting their britches with glee?

Thanks for keeping the board alive, enterprisinginvestor.

Scov.

[Enterprising Investor]

Icahn withdraws bid for XO Holdings.

In the period following October 26, 2009, the stated termination date of ACF Holding’s $0.80 per share offer, representatives of ACF Holding continued to discuss the matter with members of the Special Committee and its advisors. ACF Holding’s bid required a majority of the minority stockholders to vote in favor of the merger proposal. During those discussions, a variety of criteria were considered. No counteroffer was ever received from the Special Committee. The Special Committee expressed the view that the $0.80 per share offer undervalued the Issuer and that it would not make a counteroffer. Representatives of ACF Holding pointed out that the CLEC industry faced difficult times ahead and that ACF Holding believed that its offer of $0.80 per share was fair, especially in light of the fact that it required a majority of the minority stockholders to vote for it in order to become effective. Representatives of ACF Holding also pointed out that ACF Holding had raised its proposed merger price from $0.55 to $0.80 per share without receiving a counteroffer. They also stated that the initial offer was made when the market price for the Shares was under $0.30 per share. In light of all of the above facts, ACF Holding is now terminating its offer.

http://sec.gov/Archives/edgar/data/921669/000095012309059858/w76225sc13dza.htm

[Enterprising Investor]

Icahn increases bid to $.80 per share.

The offer expires at 6:00 pm (EST) on Monday, October 26, 2009.

http://sec.gov/Archives/edgar/data/921669/000092847509000460/sch13damd21102309exhibit1.txt

[Enterprising Investor]

Icahn increases stake to 721,069,301 or 89.33 percent.

http://sec.gov/Archives/edgar/data/921669/000092847509000447/sch13damd20100109.txt

[Enterprising Investor]

Icahn now has two choices:

(1) increase bid
(2) walk away

I put the probability of an increased bid at 90 percent due to his super-majority stake. With 100 percent ownership, he would have many more options available, including selling off the actual XOHO assets and utilizing the shell (and the NOLCFs) for his other businesses.

[Enterprising Investor]

Very interesting comments.

Thank you.

I spend a great deal of time of iHub reading the comments of others. I find it amazing how many people follow the advice of others without doing any analysis on their own.

On the ride home from work yesterday, I explained to my wife how some iHubbers appear to buy shares of sub-penny stocks that turn into 5 baggers, 10-baggers, 20-baggers, etc. at ease, but I would probably never be as successful. For me, I am trying to keep the probability of loss low. We hear success stories, but rarely the bad news.

I am not afraid to share both.

I am not a pump and dump artist. I goal is to help others learn - just do not have enough capital to monopolize. THMRQ is a classic example of a learning opportunity. Each time I attempt to post realistic information, others try to make me look bad. Eventually, THMRQ will be permanently a sub-penny. The creditors will end up owning the business because there is only enough assets to cover 5 cents on the dollar of debt.

[56Chevy]

I can salute that.

On one level who the hell cares what moves a stock...'it's all about the bagger baby'! That's just never been me. The more I learn from guys like EI the more I realise I don't know jack and I need to...or else stay in the ranks of sheared sheep.

He does a pretty damn good job of pointing out the who, what, where, when and why of what really matters and interprets it for laymen like myself. Most of it is still way over my head but I know I'm not relying on 'chance' as much as I once was...and that's a good thing.

Cheers mate.

[Enterprising Investor]

DBSI reduces stake to 6,620,196 shares (8/31/09).

Now 3.63 percent.

http://sec.gov/Archives/edgar/data/948046/000094804609000301/xoterm.txt

Down from 10,357,954 shares or 5.69 percent

http://sec.gov/Archives/edgar/data/1111634/000094804609000048/0000948046-09-000048-index.htm

[ScovilleUnits]

NavyPilot, I humbly acknowledge that I fall into the general category you describe … ”Highly complex large 'deals' like these are in the stratosphere of investing & banking...where 95% of us average investor's & trader's aren't capable nor equipped to go.” … as I’ve had difficulty from early 2008 trying to get a handle on XOHO for the purpose of trading/investing.

And I too have benefited from reading some of your posts, enterprisinginvestor.

GLTA,
Scov

[Enterprising Investor]

XO Rejects Icahn Offer

HERNDON, VA — Marketwire — September 28, 2009 — The special committee of the Board of Directors of XO Holdings, Inc. (OTCBB: XOHO) today announced that it has unanimously concluded that the proposal of ACF Industries Holding Corp., an affiliate of Carl C. Icahn and holder of a majority of the shares of XO Holdings’ common stock, to purchase all of the shares of XO Holdings’ common stock not currently held by ACF at a price of $0.55 per share substantially undervalues the company, and, therefore, the special committee does not support the proposal. The special committee communicated to Mr. Icahn that it would consider a proposal that recognizes the full value of the company and reflects the significant benefits that would accrue to ACF as a result of full ownership.

http://sec.gov/Archives/edgar/data/1111634/000095012309046313/w75761exv99w1.htm

[RACKnRICKY]

cause news today... thats why.looks to go higher but i'm not touching it

[56Chevy]

I am not sure where to start.

First, let focus on you. Hopefully, you are able to understand each "story" and possibly learn a few things. I am also always open to new questions. My biggest fear is leaving something out that would make it easier to understand.
------

I assure you I have learned quite a bit through you EI and so have many many others. I've gone on record as such. A few of us ask questions (or make comments) publically others don't have the courage to ask for fear of appearing ignorant, vulnerable and totally unsavy to the ways of Wall St. But I've noticed that those same guys can't wait to privately read the clerifications you provide.

I'm not sure if I should feel insulted by your response or not but I do know that IHub posting just doesn't work well for me in how I like to communicate...and I find that frustrating and unfortunate.

Thanx for your outstanding teaching/guidance/insights and opinions. You're very good at this my friend. Take care.

[Enterprising Investor]

I am not sure where to start.

First, let focus on you. Hopefully, you are able to understand each "story" and possibly learn a few things. I am also always open to new questions. My biggest fear is leaving something out that would make it easier to understand.

Most people have heard about Carl Icahn via the financial media. If anyone would fit the profile of Gordan Gekko, it would Icahn. He played the raider in 1980's, but has focused more on control investments as he ages. Following him into some of long-term investments has been dangerous, such as TWA.

I followed him into TIN in May 2007. TIN was originally a lumber products company founded East Texas in 1893. The company diversified in to insurance and mortgage banking in the 1960's. Guaranty Bank was created in 1988 as a Southwest Plan thrift. It was formed from three insolvent thrifts - Delta Savings of Alvin, First Federal Savings of Austin and Guaranty Federal Savings in Dallas. Icahn, in an activist role, forced management to take the company apart in late 2007. The timberlands were sold off to pay a large dividend to shareholders. Stockholders received shares in "New" TIN, what is now GFGF and FOR (now a real estate turnaround play). It seemed a little late in the economic cycle to take it apart.

GFG has failed 8/19/09. Icahn could have plowed money into the company he helped destroy. I am not certain if GFGF could have survived, but he did nothing:

http://investorshub.advfn.com/boards/board.aspx?board_id=12862&NextStart=159

Icahn will have to pay up to get what he wants out of XOHO. He gained the unusually large stake by buying debt while XOHO was a Q. He and his team have done the math to keep those NOLCFs in the game. It may take some time, but the market predicts a buyout around $.90. As Geoffrey Raynor details in his letter, initially Ichan will make an improved offer at $.75 and then try again at $1. The downside is no new offer, being bought out at $.55 and losing $.16.

Raynor and other investors should be mad. I am sure they have huge real and paper losses. Raynor is just paying the bill.

[56Chevy]

I had some time to kill this evening EI so I've been checking out some of the stocks you've mentioned in passing like FMNTQ & XOHO.

Highly complex large 'deals' like these are in the stratosphere of investing & banking...where 95% of us average investor's & trader's aren't capable nor equipped to go.

I only know Carl Icahn because I've heard his name and seen him on CNBC...but it kind of sounds like he's pulled a fast one on the minority holders?? or am I just repeating the ramblings of a disgruntled holder?? This isn't his first picnic,,,how do you see this going?

[Enterprising Investor]

R2 Investments, LDC v Carl C. Icahn et al

http://sec.gov/Archives/edgar/data/1111634/000089742309000265/exhibit991.htm

[Enterprising Investor]

Battle began much earlier.

On 6/12/08, another letter was sent, this time Carl Icahn in his capacity as Chairman of the Board:

As you know, R2 Investments, LDC ("R2") is the beneficial owner of more than 11 million shares of XO Holdings, Inc.'s ("XO") common stock. From XO's and your public filings, it is clear that you and your affiliates own debt securities worth over $438 million ("XO Debt") and equity securities currently worth approximately $65 million with the stock around 70 cents per share.

We believe you, as chairman of the board and the majority shareholder of XO, in clear violation of your fiduciary duties to minority shareholders, have been acting and will continue to act to advantage improperly your XO Debt to the detriment of XO's minority shareholders. For example, in the Fall of 2005, you tried to use the EBITDA covenants of your XO Debt to justify XO selling virtually all of its revenue-generating assets to you at a price that was unfair to XO's minority shareholders. But for R2 and other minority shareholders suing XO and its directors to stop this self-dealing transaction, you would have succeeded in taking XO's revenue-generating assets for yourself. After this failed attempt and during perhaps the most attractive credit market in history in which XO could have easily obtained very attractive financing terms, you made sure XO did not refinance your XO Debt. Now, your XO Debt matures in 2009 and the credit markets are in turmoil. We are very concerned given your past actions that as your XO Debt matures, you will continue to use your position as chairman of the board and majority shareholder of XO to try to obtain all of XO's revenue-generating assets for yourself to the detriment of XO's minority shareholders.

We are writing you to let you know that should XO file bankruptcy because it is unable to repay its debt, we believe a bankruptcy court would have ample justification to find that your actions have significantly prejudiced the other creditors and shareholders, and that your XO Debt should be equitably subordinated to or made pari passu with the interests of XO's minority shareholders. We intend to pursue this equitable subordination/recharacterization claim in such a situation. Should you desire to avoid this outcome, we recommend that you immediately take actions to ensure that you are not using your position as chairman of the board of directors and majority shareholder to advantage your XO Debt at the expense of minority shareholders. Given your history with XO, we believe such actions should at least include, among other things, the following items:


You and people employed or affiliated with you or your affiliates should immediately resign from the board of directors of XO;


You and your affiliates should place your common stockholdings in XO in a blind voting trust where the vote is controlled by people who are not employed or affiliated with you or your affiliates;


You and people employed or affiliated with you or your affiliates should refrain from exercising any managerial control or active participation in the daily operations of XO;


You and people employed or affiliated with you or your affiliates should refrain from being involved in any way with any personnel or compensation decisions with respect to XO's management, including any decisions to hire or fire XO personnel; and


You and people employed or affiliated with you or your affiliates should refrain from participating in any shareholder meetings, board meetings or management meetings.

http://sec.gov/Archives/edgar/data/1111634/000089742308000090/xocm13da1.htm

[Enterprising Investor]

Why is XOHO selling in excess of $.55 offer?

Amalgamated Gadget, LP fbo R2 Investments, LDC has been a long-term investor since the reorg, holding a 6.6 percent stake until 8/02/09. Amalgamated then purchased 2,880,000 shares on 8/03/09 at $.53 and added 1,815,000 on 8/04/09 at $.55, accounting for about 45.6 percent of the approximately 10.3 million shares traded over those two days.

It also sent the following letter on 8/04/09 to the "independent directors":

Dear Messrs. Knauss, Dell, and Gradin:

Bravo to Mr. Icahn!

As you know, R2 Investments, LDC is the beneficial owner of more than 15 million shares of XO Holdings, Inc.'s common stock, and has sent each of you numerous letters asking the "independent" directors to protect minority shareholders' rights. Unfortunately, as we predicted would happen in the various letters that we sent each of you over the past year, Mr. Icahn is now offering to buy all the outstanding shares for an insulting $0.55 per share.

Under Mr. Icahn's tutelage, we believe that this board is on the cusp of stripping almost all value from the minority shareholders. It has taken this board almost four years to find a way to give Mr. Icahn this company, but after a long, arduous process, the board has almost completed its apparent goal -- finding a way to give Mr. Icahn all the assets and NOLs for as little consideration as possible.

For a moment, please humor us as we predict how the next few weeks will play out. The "independent" directors have likely already retained counsel and will negotiate with Mr. Icahn for an increased price. Mr. Ichan will "generously" increase his offer to $0.75 per share. The "independent" directors will trumpet their accomplishment and tout that they were able to increase Mr. Icahn's offer by over 35%.

There will be enough of an uproar from the minority shareholders that the new offer of $0.75 per share will likely be rejected and Mr. Icahn will not achieve the "majority of the minority" condition to his offer. Mr. Icahn will once again "generously" increase his offer to $1.00 per share and will threaten to complete the deal around the minority shareholders: by converting his preferred shares into common equity, he will be able to reach the 90% ownership threshold required to complete a short-form merger. Threatened by a squeeze-out, minority shareholders will then give Mr. Icahn his "majority of the minority." The Company will be his for $1.00 a share.

The shameful aspect of all this is that you, as "independent" directors, could have prevented this unfortunate outcome. You passed up numerous opportunities to refinance the Icahn-owned credit facilities during perhaps the most attractive credit markets in history from 2004 to early 2008, and you also ignored numerous other offers to purchase the company at much higher prices than what Mr. Icahn will likely offer the minority shareholders.

We were truly aghast when we learned through discovery as part of our attached lawsuit that approximately one year ago one of the potential bidders valued its combined bid for the assets and the net operating losses at approximately $10 per share. The fact that the board rejected this offer in favor of the massively dilutive proposal from Mr. Icahn only causes us to question further the true independence of the "independent directors." As you well know, the attached complaint that we recently filed in the Supreme Court of the State of New York shows that this board dismissed proposals from FIVE different bidders that would have each likely garnered more value for the minority shareholders than anything Mr. Icahn is going to offer.

Rest assured, we are going to do everything in our power to ensure that justice is served and that the rights of minority shareholders prevail. We intend to hold each of you personally liable to the maximum extent permitted by law for the numerous infractions you have committed in trampling the rights of minority shareholders should Mr. Icahn prevail.

http://sec.gov/Archives/edgar/data/1111634/000089742309000265/xoholdings13da3.htm

[Enterprising Investor]

Beneficial Ownership

Carl C. Icahn(2)
Icahn Associates Corp.
767 Fifth Avenue 47th Floor
New York, New York 10153
698,337,422
89.02 percent

Amalgamated Gadget, L.P. (R 2 Investors)(3)
301 Commerce Street Suite 2975
Fort Worth, Texas 76102
12,152,195
6.6 percent

Deutsche Bank Securities Inc.(4)
Theodor-Heuss-Allee 70
60468 Frankfurt am Main
Federal Republic of Germany
10,357,954
5.69 percent

Diamondback Master Fund Ltd.(5)
c/o Morgan Stanley Fund Services (Bermuda, Ltd.)
Clarendon House, 2 Church Street
Hamilton HM DX, Bermuda
9,636,600
5.29 percent

(3) As reported in the Amendment to Schedule 13D filed on August 6, 2008 by Amalgamated Gadget, represents 12,152,195 shares of Common Stock held by Amalgamated Gadget on behalf of R 2 Investments, LDC which includes 344,846 shares of Company common stock issuable upon exercise of Series A warrants, 258,635 shares of Common Stock issuable upon exercise of Series B warrants, and 258,635 shares of Common Stock issuable upon exercise of Series C warrants, all held by Amalgamated Gadget. Such shares represent approximately 6.6% of the outstanding shares of common stock based upon 182,937,151 shares of common stock deemed to be outstanding. Amalgamated Gadget is a limited partnership of which Scepter Holdings, Inc., a Texas corporation, is its sole general partner. Scepter Holdings, Inc. is wholly owned by Mr. Geoffrey Raynor.

(4) As reported in the Schedule 13G filed on February 6, 2009 by Deutsche Bank Securities Inc., represents 10,357,954 shares of common stock beneficially owned by the Corporate and Investment Banking business group and the Corporate Investments business group (collectively, “CIB”) of Deutsche Bank AG and its subsidiaries and affiliates (collectively, “DBAG”) and does not reflect securities, if any, beneficially owned by any other business group of DBAG. Such shares represent approximately 5.69% of the outstanding shares of common stock based upon 182,075,035 shares of common stock deemed to be outstanding.

(5) As reported in the Schedule 13G filed on January 7, 2009 by Diamondback Master Fund Ltd., represents Diamondback Master Fund, Ltd.’s beneficial ownership of 9,636,600 shares of common stock. Such shares represent approximately 5.29% of the outstanding shares of common stock based upon 182,075,035 shares of common stock deemed to be outstanding. Each of Diamondback Capital Management, LLC and DBCM Partners, LLC may be deemed the beneficial owner of the 9,636,600 shares of common stock beneficially owned by Diamondback Master Fund, Ltd. Diamondback Capital Management, LLC is the investment manager of Diamondback Master Fund, Ltd. DBCM Partners, LLC is the managing member of Diamondback Capital Management, LLC. Each of Chad Loweth, Richard Sapanski and Richard H. Schimel (the “Diamondback Principals”) serve as managing members of DBCM Partners, LLC.

Source: SC 14A

[Enterprising Investor]

Icahn benefically owns 709,593,821 shares or 89.17 percent.

http://sec.gov/Archives/edgar/data/921669/000092847509000346/sch13damd18070109.txt

[bottomout]

Sounds about right for Icahn. Likes to keep his $$$-right- offs. Doesn't do much for investors in most of his deals.

[Enterprising Investor]

Special Committee to review ACF Industries Holding Proposal.

XO Holdings Forms Special Committee of Independent Directors to Review the ACF Industries Holding Proposal

HERNDON, VA — Marketwire — August 6, 2009 — XO Holdings, Inc. (OTCBB: XOHO) announced that it formed a Special Committee of its Board of Directors composed of three independent directors to consider, review, and evaluate the proposal made on July 9, 2009 by ACF Industries Holding Corp., which is an affiliate of Carl C. Icahn, to purchase all of the shares of XO Holdings’ common stock not currently held by ACF Industries and its affiliates at a price of $0.55 per share. Mr. Icahn is the Chairman of XO Holdings and, through ACF Industries and its affiliates, is the holder of a majority of the shares of XO Holdings’ common stock. The Special Committee members are Robert Knauss, Adam Dell and Fredrik Gradin.

Robert Knauss, the Chairman of the Special Committee, stated, “The Special Committee intends to thoroughly evaluate the unsolicited offer put forward by ACF Industries with the assistance of its advisors. We intend to review this proposal in a timely manner, and there can be no assurance that the Special Committee will approve any transaction with ACF Industries.”

The Special Committee has retained J.P. Morgan Securities Inc. to act as its financial advisor, Dechert LLP as its legal counsel and Bouchard Margules & Friedlander, P.A. as its Delaware legal counsel.

Source: 8-K (8/06/09)

[Enterprising Investor]

Icahn's interest is simple - the NOLCFs.

NOLCFs amount to $3.5 billion, of which $1.1 billion related to the acquisition of a business. The acquired NOLCFs expire between 2019 and 2023. The remaining NOLCFs expire between 2022 and 2028.

[bottomout]

Same here, Icahn was trying to buy Global Crossings specifically for this company to get going and his buy out failed. IMHO I don't know why Icahn would care to keep it, although I HAVEN'T BEEN following him or his intentions with this anymore.

[mkinhaw]

Yeah, been following this
since it went BK back in 2002, I think it was,
played the swings before BK in the teens
and then in 2003 it came out of BK
w no fanfare at .50 and went to 5.00 plus in a few days

MK

[General Grievous]

too funny no1 even knows this happened hahahaha guess not many xoho ihubers 8 boardmarks!

[di4]

heLLO!

- Amended Statement of Beneficial Ownership (SC 13D/A)
Date : 07/10/2009 @ 6:00AM
Source : Edgar (US Regulatory)
Stock : (XOHO)
Quote : 0.5 0.22 (78.57%) @ 8:53AM




- Amended Statement of Beneficial Ownership (SC 13D/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 19)*

XO HOLDINGS, INC.


(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

98417K106

(CUSIP Number)

Marc Weitzen, Esq.


General Counsel
Icahn Associates Corp.


767 Fifth Avenue, 47th Floor
New York, New York 10153
[phone]
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 9, 2009
(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 of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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

Item 1. Security and Issuer

This statement constitutes Amendment No. 19 to the Schedule 13D relating to the shares of Common Stock, par value $0.01 per share (the "Shares"), of XO Holdings, Inc., a Delaware corporation (the "Issuer"), and amends the Schedule 13D relating to the Shares filed on January 27, 2003 and amended by each of Amendment No. 1 filed on October 24, 2003, Amendment No. 2 filed on January 27, 2004, Amendment No. 3 filed on June 22, 2004, Amendment No. 4 filed on August 10, 2004, Amendment No. 5 filed on February 17, 2006, Amendment No. 6 filed on February 27, 2006, Amendment No. 7 filed on March 31, 2006, Amendment No. 8 filed on May 1, 2006, Amendment No. 9 filed on July 2, 2007, Amendment No. 10 filed on March 17, 2008, Amendment No. 11 filed on July 28, 2008, Amendment No.

12 filed on August 14, 2008, Amendment No. 13 filed on October 2, 2008, Amendment No. 14 filed on October 17, 2008 , Amendment No. 15 filed on January 5, 2009, Amendment No. 16 filed on February 6, 2009, Amendment No. 17 filed on April 1, 2009 and Amendment No. 18 filed on July 1, 2009 (as amended by Amendment Nos. 1, 2 ,3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18, the "Original 13D"), on behalf of the Filing Persons (as defined in the Original
13D). Capitalized terms used herein and not otherwise defined --- have the respective meanings ascribed thereto in the Original 13D.

Item 4. Purpose of Transaction

Item 4 of the Original 13D is hereby amended by adding the following:

On July 9, 2009, ACF Industries Holding Corp. ("ACF Holding"), an entity wholly owned by Carl Icahn, the Chairman and holder of a majority of the outstanding Shares, sent a letter to the Issuer (the "ACF Holding Letter"), pursuant to which ACF Holding made a non-binding proposal to acquire all of the outstanding Shares which it does not own, for consideration in the form of cash of $0.55 net per share, representing a premium of approximately 100% over the $0.28 market price of the Shares as of the close of business on July 9, 2009.

ACF Holding indicated that this transaction would not be subject to its ability to obtain financing or to the results of any due diligence review of the Issuer.

ACF Holding suggested that the definitive agreement relating to this transaction provide that, in addition to the vote required by law, the transaction be approved by the holders of a majority of the Shares not held by Mr. Icahn or his affiliates. ACF Holding requested that the Issuer initiate the appropriate process so that the Issuer can commence reviewing and considering this proposal.

In connection with the foregoing, ACF Holding noted that in no event is ACF Holding or its affiliates prepared to be a seller of its Shares in any transaction and that therefore it will not sell or transfer its Shares to a third party or vote in favor of a transaction which involves the sale or transfer of its shares to a third party.

A copy of the ACF Holding Letter is filed as Exhibit 1 hereto and is incorporated herein by reference. The description herein of the ACF Holding Letter is qualified in its entirety by reference to the ACF Holding Letter filed herewith.

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

The information set forth above in Item 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended by the addition of the following:

1 The ACF Holding Letter

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 10, 2009

ACF INDUSTRIES HOLDING CORP.

By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Vice President


HIGHCREST INVESTORS CORP.

By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Vice President


BUFFALO INVESTORS CORP.

By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: President


STARFIRE HOLDING CORPORATION

By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Treasurer


ARNOS CORP.

By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Authorized Signatory


ARNOS SUB CORP.

By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: President


BARBERRY CORP.

By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Treasurer


HOPPER INVESTMENTS LLC

BY: Barberry Corp., its sole member

By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Treasurer


HIGH RIVER LIMITED PARTNERSHIP

BY: Hopper Investments LLC, its general partner BY: Barberry Corp., its sole member

By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Treasurer


UNICORN ASSOCIATES CORPORATION

By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Vice President


/s/ Carl C. Icahn
-----------------
CARL C. ICAHN


EXHIBIT 1

July 9, 2009

Carl Grivner
Chief Executive Officer
XO Holdings, Inc.


13865 Sunrise Valley Drive
Herndon, VA 20171

Dear Carl:

As you know, Carl C. Icahn, the Chairman of XO Holdings, Inc. (the "Company"), beneficially owns a majority of the outstanding shares of the Company's common stock (the "Common Stock") through ACF Industries Holding Corp. ("ACF Holding").

ACF Holding is interested in acquiring, either directly or through an affiliate, all of the shares of Common Stock which it does not own, in a transaction in which the acquirer merges with the Company, the exact form of the transaction to be determined jointly. Holders of Common Stock of the Company, other than ACF Holding and its affiliates, would receive consideration in the form of cash of $0.55 net per share, representing a premium of approximately 100% over the $0.28 market price of the shares as of the close of business on July 9, 2009. This transaction would not be subject to the acquirer's ability to obtain financing or to the results of any due diligence review of the Company. We suggest that the definitive agreement relating to this transaction provide that, in addition to the vote required by law, the transaction be approved by the holders of a majority of the shares of Common Stock not held by Mr. Icahn or his affiliates.

Accordingly, ACF Holding hereby requests that you initiate the appropriate process so that the Company can commence reviewing and considering this proposal. In connection with the foregoing, please note that in no event is ACF Holding or its affiliates prepared to be a seller of its shares of Common Stock in any transaction and therefore it will not sell or transfer its shares to a third party or vote in favor of a transaction which involves the sale or transfer of its shares to a third party.

This letter shall not constitute a binding agreement between us and no agreement shall exist between us regarding the foregoing unless and until we enter into mutually satisfactory definitive agreements. Please do not hesitate to contact the undersigned at 212-702-4300 with any questions or comments.

Very truly yours,

ACF INDUSTRIES HOLDING CORP.

By: /s/ Keith Cozza
--------------------
Name: Keith Cozza
Title: Vice President

[mkinhaw]

Wake up

http://finance.yahoo.com/news/XO-Holdings-soars-on-Icahns-apf-3269852348.html?x=0&.v=1

MK

[di4]

XO Communications Introduces Carrier Wavelength FLEX Program
Capacity Flexibility Plan Allows Carrier Customers to Reconfigure or Augment Networks for a Flat Fee
Jun 2, 2009 8:30:00 AM


Email Story Discuss on ZenoBank

View Additional ProfilesHERNDON, VA -- (MARKET WIRE) -- 06/02/09 -- XO Communications (OTCBB: XOHO) today announced the availability of a new flexibility program for current and prospective customers using XO Wavelength, a service that employs dense wavelength division multiplex (DWDM) technology to provide network capacity. The forward-thinking program allows customers to pay a flat, one-time fee to make changes to their high-capacity networks, thereby helping them to respond to evolving business demands while avoiding costly early termination fees and new service initiation contracts.

With XO Carrier Wavelength FLEX, Carrier Services' customers can be assured that internal or external events impacting their data demands are met with flexible, cost-effective adjustment options. After identifying reconfiguration needs, customers simply pay a flat fee for XO to implement changes. For the fee, customers will have the ability to:


-- Switch from one route to another;
-- Add drop sites along existing routes;
-- Make route changes within metro markets;
-- Change the technology of their circuits (e.g., from SONET to
Ethernet).

"Our customers are under tremendous pressure to continually evaluate and adjust their assets and offerings as the demand for high-capacity bandwidth increases exponentially," said XO Carrier Services President Ernie Ortega. "By offering a preplanned, preapproved reconfiguration option, XO hopes to remove the stress that comes from trying to balance end-user needs with business financials. Doing so will not only benefit our customers, but allow us to grow with them as their needs change over time."

Using Wavelength FLEX, XO customers can meet the demands of their customer base while maintaining a low cost per megabit. The Wavelength FLEX feature applies to all connections across XO's high-capacity nationwide and metro networks, regardless of route length. The single, predictable fee covers adjustments to either portions of networks or entire networks.

XO Carrier Wavelength Services Features

XO Carrier Wavelength offers a fully managed, economical solution for point-to-point connectivity needs, providing increased network capacity to support Internet, video and multimedia streaming applications. Available without having to install additional fiber, the solution helps customers save on capital and overhead expenses while rapidly deploying increased capacity. Across 75 major metropolitan markets, XO's DWDM technology offers carrier customers:


-- Extensive metro and national reach;
-- Bandwidth options of 2.5 or 10 Gbps;
-- Support for multiple protocols like ATM, Frame Relay, SONET and IP;
-- Point-to-point optical connections between XO and customer points of
presence, and multiple customer points of presence;
-- 24 x 7 monitoring and support.

For more information about XO Carrier Wavelength or Wavelength FLEX services, contact an XO sales representative by calling 800.474.1763, +1 303.539.7738, or +1 972.578.6496.

About XO Communications

XO Communications, a subsidiary of XO Holdings, Inc. (OTCBB: XOHO), is a leading nationwide provider of advanced communications services and solutions for businesses, enterprises, government, carriers and service providers. Its customers include more than half of the Fortune 500, in addition to leading cable companies, carriers, content providers and mobile network operators. Utilizing its unique combination of high-capacity nationwide and metro networks and broadband wireless capabilities, XO offers customers a broad range of managed voice, data and IP services with proven performance, scalability and value in more than 75 metropolitan markets across the United States. For more information, visit www.xo.com.

Media Contact:
Cassidy Neveux
Reputation Partners (for XO Communications)
312-819-5720
Email Contact

[di4]

XO Communications Named Top Inbound Teleservices Provider by TMC's Customer Interaction Solutions Magazine
May 12, 2009 8:00:00 AM


Email Story Discuss on ZenoBank

View Additional ProfilesHERNDON, VA -- (MARKET WIRE) -- 05/12/09 -- XO Communications (OTCBB: XOHO) today announced it has been named a Top 50 Inbound Teleservices Agency by Technology Marketing Corporation's (TMC®) Customer Interaction Solutions Magazine (CIS). XO Communications was ranked first in the interactive inbound category, fifth in the global aggregate category and ranked among the top 50 overall in the U.S. domestic category.

Presented by the leading trade publication for the contact center, CRM and teleservices industries, CIS' Annual Top 50 Inbound Services Rankings honor the best performing outsourced call center services across the globe. The rankings are compiled based on the total amount of billable teleservices minutes completed during the past year.

XO Communications was specifically recognized for its Interactive Inbound Call Automation (IVR) services, which enable inbound callers to access information from a database or Web site through toll-free voice applications. Depending on the industry, this information may include reservation confirmations, claim status updates and financial balances, among other material of critical importance to inbound callers.

The XO Inbound Call Automation (IVR) solution delivers prompt and consistent call handling, enhances customer activity reporting and provides customer-friendly, automated transaction services. Once equipped with XO's IVR technology, customers have the ability to optimize their call center performance in a more efficient and cost-effective way.

"Being ranked among this elite group of teleservices companies speaks to the quality of our network, services and commitment to top-notch customer care," said Eric Hyman, director of product management at XO Communications. "We're proud that our IVR services are considered among the best interactive inbound call offerings in the industry."

The XO Inbound Call Automation (IVR) solution leverages XO's high-capacity nationwide IP network, carrier-grade facilities and cutting-edge technologies to handle millions of interactions for customers within just a single hour. In addition its IVR solution, XO Communications also offers a broad range of advanced interactive customer management solutions including Intelligent Call Routing, Hosted VoiceXML and Outbound Call Automation. For more information, please visit www.xointeractive.com.

About XO Communications

XO Communications, a subsidiary of XO Holdings, Inc. (OTCBB: XOHO), is a leading nationwide provider of advanced communications services and solutions for businesses, enterprises, government, carriers and service providers. Its customers include more than half of the Fortune 500, in addition to leading cable companies, carriers, content providers and mobile network operators. Utilizing its unique combination of high-capacity nationwide and metro networks and broadband wireless capabilities, XO offers customers a broad range of managed voice, data and IP services with proven performance, scalability and value in more than 75 metropolitan markets across the United States. For more information, visit www.xo.com.

Media Contacts:
Chad Couser
XO Communications
703-547-2746
Email Contact

Courtney Harper
Reputation Partners (for XO Communications)
312-819-5722
Email Contact

[di4]

XO Holdings Reports First Quarter 2009 Financial Results
Continued Growth in Broadband Reaffirms XO's Business Strategy and Strong Competitive Position
May 11, 2009 5:35:00 PM


Email Story Discuss on ZenoBank

View Additional ProfilesHERNDON, VA -- (MARKET WIRE) -- 05/11/09 -- XO Holdings, Inc. (OTCBB: XOHO) today announced its first quarter 2009 financial and operational results, reporting increased revenue and increased adjusted EBITDA compared to the same period last year. The company's strong financial results were driven by continued growth in broadband offerings, comprised of its robust Data and IP products.

Total revenue for the first quarter of 2009 was $377.8 million, an increase of $16.7 million, or 4.6%, compared to the same period last year. Net loss in the first quarter of 2009 was $4.5 million, an improvement of $39.9 million, or 89.9%, compared to the $44.4 million net loss reported for the same period last year. Adjusted EBITDA (a non-GAAP financial measure) was $28.1 million in the first quarter of 2009, an increase of $22.6 million compared to the same period last year. This significant year-over-year improvement in adjusted EBITDA is primarily driven by XO's continued investments in customers and infrastructure.

"These positive results are a tangible reflection of XO's solid position as a leading broadband provider," said Carl J. Grivner, chief executive officer of XO Holdings. "We're capturing a greater share of the high-potential enterprise, SMB and carrier markets and realizing strong growth as a result of our expanding customer base and demand for innovative, cost-effective and flexible broadband solutions."


First Quarter 2009 Financial Results



%
Change - Q1
2009 - Q1
($ in millions) Q1 2009 Q4 2008 Q1 2008 2008
---------- ---------- ---------- ----------
Revenue $ 377.8 $ 375.2 $ 361.1 4.6%
---------- ---------- ---------- ----------
Adjusted EBITDA (1) $ 28.1 $ 34.4 $ 5.5 412.0%
---------- ---------- ---------- ----------
Adjusted EBITDA % (2) 7.4% 9.2% 1.5% 389.4%
---------- ---------- ---------- ----------
Net Income (Loss) ($ 4.5) $ 21.5 ($ 44.4) -89.9%
---------- ---------- ---------- ----------
Capital Expenditures $ 40.3 $ 42.0 $ 65.3 -38.3%
---------- ---------- ---------- ----------

(1) Adjusted EBITDA is a Non-GAAP financial measure. See the footnote discussion accompanying the financial statements.

(2) Adjusted EBITDA % is adjusted EBITDA divided by revenue. See the footnote discussion accompanying the financial statements.

Core Services

During the quarter XO Holdings continued to derive strong revenue growth from the company's core broadband offerings, including high-speed Internet access, Ethernet, IP, private line and wavelength services -- among other highly-scalable and cutting-edge products targeted toward the company's business services and carrier customers.

In the first quarter of 2009, broadband offerings generated $189.5 million in revenue, an increase of $36.0 million, or 23.4% from the same period last year. This revenue growth is partially offset by the continued and expected decline in XO Holdings' traditional Legacy/TDM services, which decreased $7.1 million, or 5.8% compared to the same period last year. The decrease in Legacy/TDM Services was anticipated as the company continues its transformation into a broadband-focused business.


First Quarter 2009 Service Revenue



% Change
Q1 2009 -
($ in millions) Q1 2009 Q4 2008 Q1 2008 Q1 2008
----------- ----------- ----------- ----------
Core Broadband (1) $ 189.5 $ 180.0 $ 153.5 23.4%
----------- ----------- ----------- ----------
Core Integrated Voice $ 73.7 $ 71.6 $ 85.9 -14.2%
----------- ----------- ----------- ----------
Core Total $ 263.2 $ 251.6 $ 239.4 9.9%
----------- ----------- ----------- ----------
Legacy TDM Services $ 114.6 $ 123.6 $ 121.7 -5.8%
----------- ----------- ----------- ----------
Total Revenue $ 377.8 $ 375.2 $ 361.1 4.6%
----------- ----------- ----------- ----------

(1) Formerly reported as "Core Data and IP Services"

First Quarter Network and Operations Highlights

XO Holdings continued to invest in the company's network, expand its offerings and execute its strategic corporate initiative to transition to broadband. In doing so, the company implemented numerous initiatives across its business services and carrier business units to accelerate revenue growth and fortify the company's competitive position, all while providing its customers with best-in-class products and customer care.

"Given today's challenging economic environment, it's more important than ever that businesses and carriers partner with a communications provider that understands their needs and enhances their competitive position with cost-effective broadband solutions," added Grivner. "We're confident that XO is that provider, and we remain committed to serving our customers with innovative broadband solutions that enable them to run their businesses more efficiently."

To strengthen the company's expertise and leadership, XO Holdings appointed Daniel Wagner as president of the Business Services business unit, effective January 15, 2009. A telecommunications industry veteran, Wagner formerly held several senior leadership positions at Global Crossing and brings a depth of experience and industry knowledge to the company. In this role, Wagner is dedicated to developing and implementing strategic initiatives that enhance revenue and drive operational efficiencies within Business Services.

With new leadership at the helm, Business Services continued to deploy its innovative services to leading companies throughout the U.S., enhanced its broadband product suite and expanded its national footprint. This included expanding the network to encompass the Raleigh, N.C. market and launching new product offerings such as XO Application Performance Management. In addition to securing new customers such as St. Louis University, Gold's Gym and others, XO Business Services also received the prestigious Schedule 70 IT contract from the U.S. General Services Administration (GSA), thereby enabling the company to service federal and state governments, municipalities and other public sector institutions.

XO Communications' Carrier Services business unit also strengthened its network and expanded its product set during the quarter. One such enhancement included the launch of a carrier-grade MPLS IP-VPN offering, a wide area networking service engineered to meet the unique requirements of the company's wholesale customers. Further reinforcing XO's understanding of, and responsiveness to, its customers' needs, Carrier Services executed several rapid network service deployments for notable carriers and Internet Service Providers (ISPs) during the quarter. The business unit also surfaced strategic opportunities for international expansion by forming partnerships with companies such as Pacific Crossing, a trans-Pacific, privately owned carrier-class service provider.

Subsequent to the close of the first quarter, XO Communications realigned its offerings by integrating the Nextlink wireless broadband products into the company's existing business units. This strategic decision to expand Business Services and Carrier Services will enable XO to manage, market and sell its offerings in a more efficient manner.

"XO continues to make strategic decisions that will position the company strongly in this competitive marketplace," concluded Grivner. "We remain focused on optimizing our operations today for success in the future."

Financial Highlights

In the first quarter of 2009, ACF Industries Holding Corp. agreed to extend the date on which XO Holdings would be required to redeem its shares of the company's Class A Convertible Preferred Stock from January 15, 2010 to no later than April 15, 2010. ACF Industries Holding Corp. is an affiliate of Mr. Carl Icahn, the Chairman of the company's board of directors, and holds approximately 77.4 percent of the outstanding shares of the Class A Convertible Preferred Stock.

About XO Holdings

XO Holdings, Inc. (OTCBB: XOHO) is the holding company of XO Communications, LLC (XOC) and Nextlink Wireless, Inc. (Nextlink).

XOC is a leading provider of 21st century communications services for businesses and communications services providers, including 50 percent of the Fortune 500 and leading cable companies, carriers, content providers and mobile operators. Utilizing its unique and powerful nationwide IP network and extensive local metro networks and broadband wireless facilities, XOC offers customers a broad range of managed voice, data and IP services in 75 metropolitan markets across the United States. For more information, visit www.xo.com.

Nextlink, whose services going forward have been integrated into XOC's Carrier Services business unit, has historically provided alternative access, backhaul and diverse network solutions and services for the carrier, business and government markets. As one of the nation's largest holders of fixed wireless spectrum, Nextlink delivers high-quality, carrier-grade broadband wireless solutions that scale to meet the demands of today's converged world of communications -- supporting next-generation mobile and wireline voice, data and video applications. For more information, visit www.nextlink.com.

XO, XOptions, XOptions Flex and all related marks are either registered trademarks or trademarks of XO Communications in the United States and/or other countries. Nextlink is a registered trademark of Nextlink Wireless, Inc. in the United States and/or other countries.

Cautionary Language Concerning Forward-Looking Statements

The statements contained in this release that are not historical facts are "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. These statements include those describing our ability to remain an industry leader, enhance our communications solutions, broaden our customer reach, grow our revenues, expand our market share, continue to deliver a broad range of high-capacity network services and mid-band Ethernet services, pursue growth opportunities, meet the growing demand for high-speed Internet access services, scale to multi-terabit capable router nodes and obtain future long-term financing. Management cautions the reader that these forward-looking statements are only predictions and are subject to a number of both known and unknown risks and uncertainties, and actual results, performance, and/or achievements of Nextlink and XOC may differ materially from the future results, performance, and/or achievements expressed or implied by these forward-looking statements as a result of a number of factors. These factors include, without limitation, our ability to generate sufficient capital or to obtain additional financing on terms favorable to the company or at all. Other factors to consider also include the risk factors described from time to time in the reports filed by XO Holdings, Inc. with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2008 and its quarterly reports on Form 10-Q. XO Holdings, Inc. undertakes no obligation to update any forward-looking statements, except as otherwise required by law.

This press release contains certain non-GAAP financial measures. Reconciliations between the non-GAAP financial measures and the GAAP financial measures are available below in the accompanying financial statements.

Accompanying financial statements located at http://www.xo.com/about/Pages/investor.aspx





XO HOLDINGS, INC.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except for share and per share data)


------------------------
Three Months Ended
------------------------
March 31, March 31,
2009 2008
----------- -----------
(Unaudited) (Unaudited)

Revenue: $ 377,825 $ 361,149

Cost of service (Excludes depreciation and
amortization expense) (1) 220,004 228,344
Selling, general and administrative (2) 129,964 127,799
Depreciation and amortization 43,396 45,529
Loss on disposition of assets 1,515 46
----------- -----------
Total costs and expenses 394,879 401,718
Loss from operations (17,054) (40,569)

Investment gain, net 9,757 4,121
Interest income 3,907 878
Other non-operating income - 250
Interest expense (786) (8,750)
----------- -----------

Net loss before income taxes (4,176) (44,070)

Income tax expense (292) (342)
----------- -----------

Net loss (4,468) (44,412)

Preferred stock accretion (19,508) (3,701)
----------- -----------

Net loss allocable to common shareholders $ (23,976) $ (48,113)
=========== ===========

Net loss allocable to common shareholders per
common share, basic and diluted $ (0.13) $ (0.26)
----------- -----------

Weighted average shares, basic and diluted 182,075,035 182,075,035
=========== ===========
Total adjusted EBITDA (3) $ 28,111 $ 5,491
=========== ===========




XO HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(Dollars in thousands)


As of As of
March 31, December 31,
2009 2008
------------- -------------
(Unaudited)

Cash and cash equivalents $ 283,638 $ 256,747
Marketable and other securities 107,683 117,148
Accounts receivable, net 145,729 152,622
Other current assets 35,862 41,200
Property and equipment, net 725,772 724,404
Intangibles, net 53,515 53,515
Other assets, net 42,602 30,348
------------- -------------
Total assets $ 1,394,801 $ 1,375,984
============= =============

Accounts payable and other current
liabilities $ 307,676 $ 314,903
Other long-term liabilities 100,806 84,930
Class A convertible preferred stock 263,875 259,948
Class B convertible preferred stock 583,808 573,795
Class C perpetual preferred stock 206,446 200,877
Total stockholders' deficit (67,810) (58,469)
------------- -------------
Total liabilities, preferred stock and
stockholders' deficit $ 1,394,801 $ 1,375,984
============= =============





XO HOLDINGS, INC.
Reconciliation of Net Loss to Adjusted EBITDA
(Dollars in thousands)

-------------------------------------------
Three Months Ended
-------------------------------------------
March 31, December 31, March 31,
2009 2008 2008
------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited)

Net income (loss) before
income taxes $ (4,176) $ 16,467 $ (44,070)

Depreciation and amortization 43,396 48,713 45,529

Loss on disposition of assets 1,515 4,171 46

Investment gain, net (9,757) (30,489) (4,121)

Interest (income) expense, net (3,121) (4,680) 7,872

Other non-operating income - (2) (250)

------------- ------------- -------------
EBITDA $ 27,857 $ 34,180 $ 5,006
============= ============= =============

Stock-based compensation 253 259 483

------------- ------------- -------------
Adjusted EBITDA (3) $ 28,110 $ 34,439 $ 5,489
============= ============= =============

(1) For the three months ended March 31, 2008, we adjusted the tax expenditure due to certain taxes being overpaid and certain taxes being recorded as a reduction in the liability. The Company concluded the errors were not material and had an effect of increasing the loss by $4.1 million, or $0.02 per basic and diluted share.

(2) In the fourth quarter of 2008, the Company determined that during each period between 2004 and the third quarter of 2008, it had incorrectly calculated the net present value for its underutilized operating leases. As a result, the Company's underutilized operating lease liability was understated by $10.0 million as of March 31, 2008 and the net loss was understated by $1.1 million for the three months ended March 31, 2008. In addition, the Company recorded an immaterial prior period adjustment in December 2008.

(3) Adjusted EBITDA is defined as net income or loss before depreciation, amortization, (gain)/loss impairment/disposal of assets, interest expense, interest income, investment gains or losses, income tax expense or benefit, cumulative effect of change in accounting principle, and stock-based compensation. Adjusted EBITDA is not intended to replace operating income (loss), net income (loss), cash flow, and other measures of financial performance reported in accordance with generally accepted accounting principles in the United States. Rather, Adjusted EBITDA is an important measure used by management to assess operating performance of the Company. Adjusted EBITDA as defined here may not be comparable to similarly titled measures reported by other companies due to differences in accounting policies. Additionally, adjusted EBITDA as defined here does not have the same meaning as EBITDA as defined in our SEC filings.

Contact:
Courtney Harper/Cassidy Neveux/Charlotte Walker
Reputation Partners (for XO Communications)
T: 312-819-5722