XO Holdings, Inc. (XOHO - XO Communications) | Stock Discussion Forums

SiliconInvestor

sponsor

Sponsor

Technology Stocks | XO Holdings, Inc. (XOHO - XO Communications)

Previous 10 | Next 10

From: tech101	2/16/2011 3:12:00 AM
	of 613

R2 Investments Sends Letter to XO Communications Board Demanding They Protect Minority Shareholders' Rights and Reject Icahn's 'Insulting' Takeover Bid FORT WORTH, Texas, Feb. 15, 2011 /PRNewswire/ -- R2 Investments, LDC, a shareholder of XO Holdings, sent the following letter to the company's Board of Directors today, demanding that they reject a takeover proposal from Carl Icahn that significantly undervalues the company and act in the best interest of minority shareholders. A full text of the letter follows: Dear Messrs. Knauss, First, and Gradin: It appears that Mr. Icahn is back at his old tricks and is again trying to destroy minority shareholder value. We sincerely hope that the courage you displayed last time was not part of a grand scheme to simply help bolster your claim that you are independent this time. If you do not find a way to say "NO" to Mr. Icahn once again, we are going to be forced to believe that this was all part of your original plan to hand the company over to Mr. Icahn and will challenge it as such. How interesting it would be if there was some plan hatched by you all whereby you really always intended to sell the company to Mr. Icahn but felt it would look better to say "NO" the first time to prove your theoretical independence. We will be looking for this smoking gun. We will not be fooled and neither will the Delaware and New York courts! 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, Mr. Icahn seems intent on continuing to trample these rights and has now offered to buy all the outstanding shares for an insulting $0.70 per share. For a moment, please humor us as we predict how the next few weeks might play out. The "independent" directors have likely already retained counsel and will negotiate with Mr. Icahn for an increased price. Mr. Icahn will "generously" increase his offer to $1.00 per share. The "independent" directors may trumpet their accomplishment and tout that they were able to increase Mr. Icahn's offer by over 40%. There will be enough of an uproar from the minority shareholders that the new offer of $1.00 per share will likely be rejected. Mr. Icahn will once again "generously" increase his offer to $1.25 per share and will threaten to complete the deal around the minority shareholders, which they may or may not be able to legally prevent. Threatened by a squeeze-out and tired of fighting, minority shareholders may succumb. The Company might be his for $1.25 a share. Our goal is to make certain this never happens. 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 continue today to forego any refinancing options in an apparent attempt to ensure that the company has no options other than to look to Mr. Icahn for help every time it needs money. We were truly aghast when we learned that a few years 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, 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. It is overwhelmingly evident why Mr. Icahn has warned this board not to start a sale process as part of the steps that it would take to evaluate the fairness of his current offer – Mr. Icahn knows that by threatening to block any sale, there will simply be no other bidders. This is NOT the way to prove the value of this business. And we are certain the judges in Delaware and New York will agree with us. Please imagine Mr. Icahn's reaction if he were a shareholder in a company that simply sold itself at a deeply discounted price to its majority shareholder through a sham auction. Needless to say, he would pull all of the tricks out of his typical playbook – calling for the resignation of all directors, pursuing legal remedies, public diatribes, etc. The only reason we can fathom that a director would allow Mr. Icahn to succeed in his continuing attempt to disenfranchise minority shareholders would be because of the relationships that the directors have with other entities controlled by Mr. Icahn. We did a cursory review of public information and found that the "independent" directors have numerous other connections with Mr. Icahn and his related entities: Mr. Knauss: * Current Director of WestPoint International – a company owned by Mr. Icahn's entities * Past Chairman of the Board of Philip Services – a company owned by Mr. Icahn's entities * Mr. Icahn's director nominee in his proxy contest against VISX Technologies Mr. First: * Past Chief Financial Officer of Icahn Holding Corporation * Current Director of WestPoint International – a company owned by Mr. Icahn's entities * Current Director of American Railcar Industries – a company owned by Mr. Icahn's entities * Past Director of Philip Services – a company owned by Mr. Icahn's entities * Past Director of American Property Investors – a company owned by Mr. Icahn's entities * Past Director of GB Holdings – a company owned by Mr. Icahn's entities * Past Director of Cadus Pharmaceuticals – a company owned by Mr. Icahn's entities * Past Director of Marvel Entertainment – a company owned by Mr. Icahn's entities * Past Director of PANACO – a company owned by Mr. Icahn's entities * Trustee for Tropicana Atlantic City Corporation – an entity holding Mr. Icahn's Atlantic City casino interests We firmly believe that you are making a mockery of the term "independent committee" and it will be the first thing we will be highlighting to a Delaware and New York judge. You are not independent! If you were any more closely tied to Mr. Icahn, you would be immediate family! 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. Very truly yours, R2 INVESTMENTS, LDC SOURCE R2 Investments, LDC prnewswire.com

Share	Recommend \| Keep \| Reply \| Mark as Last Read \| Read Replies (1)

To: tech101 who wrote (591)	2/16/2011 11:15:14 AM
From: tech101	of 613

Investor vs. Icahn on XO bid By JOSH KOSMAN, NYPost Last Updated: 2:36 AM, February 16, 2011 Posted: 11:43 PM, February 15, 2011 Comments: 0 In a long-running battle, Geoffrey Raynor is stepping up his efforts to stop billionaire Carl Icahn from buying the 48 percent of XO Communications he doesn't already own. Raynor's firm, R2 Investments, sent a letter yesterday to the XO board questioning the objectivity of a committee that will decide whether to recommend Icahn's offer of 70 cents for each XO share. Raynor wrote that two of the three "independent" directors charged with evaluating the offer have connections to Icahn, including Robert Knauss, a current director of Icahn-owned WestPoint International, and Harold First, ex-CFO of Icahn Holding Corp. "We firmly believe that you are making a mockery of the term 'independent committee,' and it will be the first thing we will be highlighting to a Delaware and New York judge," Raynor wrote. XO did not return calls. Icahn said, "Hal First is independently wealthy and the fact he is on one board with me is irrelevant. Knauss is also independently wealthy." Read more: nypost.com

Share	Recommend \| Keep \| Reply \| Mark as Last Read \| Read Replies (2)

From: FUBHO	2/20/2011 9:57:16 AM
	of 613

Investor vs. Icahn on XO bid By JOSH KOSMAN, NYPost Last Updated: 2:36 AM, February 16, 2011 Posted: 11:43 PM, February 15, 2011 Comments: 0 In a long-running battle, Geoffrey Raynor is stepping up his efforts to stop billionaire Carl Icahn from buying the 48 percent of XO Communications he doesn't already own. Raynor's firm, R2 Investments, sent a letter yesterday to the XO board questioning the objectivity of a committee that will decide whether to recommend Icahn's offer of 70 cents for each XO share. Raynor wrote that two of the three "independent" directors charged with evaluating the offer have connections to Icahn, including Robert Knauss, a current director of Icahn-owned WestPoint International, and Harold First, ex-CFO of Icahn Holding Corp. CARL ICAHN - Facing a fight. "We firmly believe that you are making a mockery of the term 'independent committee,' and it will be the first thing we will be highlighting to a Delaware and New York judge," Raynor wrote. XO did not return calls. Icahn said, "Hal First is independently wealthy and the fact he is on one board with me is irrelevant. Knauss is also independently wealthy." Read more: nypost.com

Share	Recommend \| Keep \| Reply \| Mark as Last Read

To: tech101 who wrote (592)	2/22/2011 8:16:45 AM
From: FUBHO	of 613

Dynegy to Replace CEO, Board After $665 Million Icahn Bid Fails By Jim Polson and Zachary R. Mider - Feb 21, 2011 11:01 PM CT bloomberg.com Dynegy Inc., the third-largest U.S. independent power producer, said it will replace its chief executive officer and all its board after shareholders rejected a $665 million offer for the power company from Icahn Enterprises LP. Bruce Williamson, 51, has resigned as chairman and will step down as CEO effective March 11, Dynegy said yesterday in a statement. Patricia A. Hammick, 64, who headed a board of independent directors reviewing the Icahn bid, succeeds Williamson as chairman, the company said. Board member David Biegler, 64, will become interim CEO. Chief Financial Officer Holli Nichols, 40, also will resign as of March 11. Dynegy, based in Houston, said that none of its five remaining directors will stand for re-election at the company’s annual meeting planned for June. Dynegy’s board offered Icahn and Seneca Capital, its two largest shareholders, one appointment each to the new board of directors, who would then select candidates for the rest of the slots. The moves recognize “the desire of the stockholders to pursue a different path,” Dynegy said in its statement. Icahn’s $5.50 a share bid, valuing Dynegy at $4.73 billion including debt, was the second takeover spurned by shareholders since November, when Blackstone Group LP failed to win sufficient support for a bid of $5 per share. The Dynegy board supported both offers, urging shareholders to sell or risk a plunge in the share price. Seneca’s Plan Seneca, Dynegy’s second-largest shareholder, had opposed the Icahn bid as too low. It called instead for the removal of Williamson and Biegler by shareholders, to be replaced by two of its own board nominees. Seneca then wanted Dynegy to sell some assets and buy back debt, betting that economic recovery will revive demand and prices for Dynegy’s power. Scot Hoffman, a spokesman for New York-based Seneca, wasn’t immediately available for comment when called after business hours. “This is a win for Seneca,” Charles Fishman, a Falls Church, Virginia-based analyst for Pritchard Capital Partners, said in an interview yesterday. “Because the new board members will help pick the new board, Seneca should be able to choose at least two board members. They’ll be able to do with the company what they wanted.” A new board probably will sell plants selectively to raise cash and buy back Dynegy’s debt at a discount, extending maturities, he said. Dynegy on Feb. 18 extended the deadline for board nominations by shareholders to March 4 from Feb. 20. Shareholder Rights The current board also amended a shareholder-rights plan to allow ownership of up to 20 percent of shares before it is triggered, doubling the previous 10 percent limit, the statement said. Dynegy owns plants capable of generating 11,800 megawatts, enough for 9.4 million average U.S. homes. NRG Energy Inc. is the largest U.S. independent power producer by revenue and Calpine Corp. is the second-largest. Independent power producers generate electricity without a utility unit, which has its rates set by local regulators. Dynegy’s market value peaked near $20 billion before it tried to swallow energy-trader Enron Corp. in 2001, and it remained solvent after independent power producers including NRG Energy Inc. and Calpine Corp. followed Enron into bankruptcy. “Bruce Williamson saved Dynegy from bankruptcy,” said Fishman, who rates the shares a “buy” and owns none.

Share	Recommend \| Keep \| Reply \| Mark as Last Read

To: tech101 who wrote (592)	2/22/2011 11:14:29 AM
From: FUBHO	of 613

Mentor Graphics Gets $17-A-Share Bid From Icahn blogs.forbes.com Feb. 22 2011 - 9:08 am \| 8 views \| 0 recommendations \| 0 comments Investor Carl Icahn this morning disclosed in an SEC filing that he is offering to buy chip design software company Mentor Graphics (MENT) for $17 a share in cash. Icahn already own a 14.7% stake in the company. Here’s the text of Icahn’s letter to Mentor’s board: Gentlemen: I hereby offer to have one or more of my affiliated entities purchase Mentor Graphics in a transaction, the form of which will be determined, designed to yield its shareholders $17 per share net in cash. That price represents an approximate premium of about 40% above the price at the beginning of January 2011. This offer is conditioned on completion of cursory due diligence, and the redemption and waiver of anti-takeover devices and laws such as the poison pill. There will be no financing conditions. Furthermore, we will not insist upon providing for a break-up fee in the transaction so as not to provide a roadblock to others who may want to consider bidding higher than our bid. As we have told you, we believe that there are potential strategic bidders for Mentor Graphics whose bid will reflect inherent synergies and should be superior to our $17 offer. However, in any event, we believe that our fellow shareholders should have the opportunity to accept our offer or a higher one, if one emerges as we think it will. Mentor so far has not responded to the bid. This morning, Mentor shares are up $2.35, or 16.2%, to $16.87.

Share	Recommend \| Keep \| Reply \| Mark as Last Read \| Read Replies (1)

To: FUBHO who wrote (595)	2/25/2011 12:42:48 PM
From: tech101	of 613

Blockbuster Receives Bid From Debtholders FEBRUARY 22, 2011 By MAXWELL MURPHY And JOSEPH CHECKLER online.wsj.com Blockbuster Inc. agreed to sell itself for $290 million to a consortium of its debtholders in a pact that gives the buyers the option to convert the video-rental chain's Chapter 11 bankruptcy into a Chapter 7 liquidation. The agreement also calls for the company to close more than 600 stores by the end of the month. Blockbuster said Monday it has entered into an asset-purchase agreement with Cobalt Video Holdco, a "stalking horse" bidding group comprising private-equity and hedge funds Monarch Alternative Capital LP, Owl Creek Asset Management LP, Stonehill Capital Management LLC and Varde Partners Inc, which together own more than half of Blockbuster's senior secured notes. Judge Burton R. Lifland of U.S. Bankruptcy Court in Manhattan has already signed an order setting a date of March 2 for a hearing to establish procedures for bidding. The Cobalt consortium can walk away if its purchase isn't approved by April 20. If the bankruptcy court approves the bidding process, other bidders will have about 30 days to submit offers, and an auction would be held within a week of that deadline. The sale agreement gives broad power to Blockbuster's would-be buyers, including converting the case to a Chapter 7 liquidation under certain conditions. It also calls for Blockbuster to begin closing 609 of its stores by Feb. 28. The company said it wouldn't say which stores are tagged for closing. Blockbuster declined to comment beyond the news release. The Monarch group has agreed to acquire substantially all of Blockbuster's U.S. and international subsidiaries, and a "majority" of its stores will remain open, according to the release. ... Blockbuster filed for Chapter 11 bankruptcy protection in September after negotiating a restructuring deal that would put the company in the hands of senior noteholders and cut the company's debt to around $100 million from more than $900 million. Junior noteholders owed $300 million would have been wiped out under the plan. ... What remains unclear is what response, if any, billionaire Carl Icahn will have to the move. Mr. Icahn, a former Blockbuster director, lost nearly all of his more than $150 million investment in both classes of Blockbuster common shares and a class of convertible preferred stock. He liquidated his equity position and amassed a large position in Blockbuster's secured debt, and was expected to factor heavily in Blockbuster's ultimate fate. A spokeswoman for Mr. Icahn didn't immediately return a phone call seeking comment. Calls and emails to the members of the stalking-horse consortium weren't returned. The $290 million price tag puts a sobering number on the fall from grace for Blockbuster since its heyday in 1994, when Viacom bought the company for $8.4 billion. The company spun off Blockbuster in an initial public offering in August 1999. ... Netflix Inc., with its rent-by-mail and online movie streaming, plus tens of thousands of movie-rental kiosks operated by Coinstar Inc.'s Redbox all contributed to the Blockbuster downfall. Not even Blockbuster's exclusive deals with major movie studios to rent movies on the day they were available for sale was able to prevent customers defecting to new technologies and competitors en masse. Blockbuster partnered with NCR Inc. to roll out Blockbuster kiosks, but the move came too late and the benefits were too heavily weighted toward NCR. NCR hasn't experienced any disruption due to the Blockbuster bankruptcy because it has the unlimited rights to use the Blockbuster name on its thousands of kiosks and has no obligation to the bankrupt company. Write to Maxwell Murphy at maxwell.murphy@dowjones.com and Joseph Checkler at joseph.checkler@dowjones.com

Share	Recommend \| Keep \| Reply \| Mark as Last Read \| Read Replies (3)

To: tech101 who wrote (596)	2/28/2011 5:40:45 PM
From: FUBHO	of 613

XO launches cloud-based unified communications service connectedplanetonline.com FEB 28, 2011 9:46 AM, By Joan Engebretson Offering includes diagnostic probe, targets companies with 50-1000 employees at multiple locations A new offering from XO Communications, launched today, will extend the company’s unique pricing methodology to cloud-based unified communications, XO Communications Director of Product Management Eric Hyman told Connected Planet. The company has had significant success with VoIP pricing based on connection bandwidth, rather than the number of voice-grade equivalent lines. The new UC offering, dubbed XO Enterprise Cloud Communications, uses the same approach—although there is a per-seat charge for certain UC features. Exact pricing will vary but “the average per-seat price will be roughly $50,” Hyman said. Pricing includes the phone as part of the monthly expense. “We’re carrying the capital on our own books,” said Hyman. Customers also will have the option of choosing video-capable devices. A management probe comes with the service XO Enterprise Cloud Communications runs on the company’s MPLS-based Tier 1 backbone network. “We provide class of service and a great deal of control,” Hyman said. “For every location we deploy, we deploy a monitoring probe.” By using special software in combination with the probe, XO monitors traffic outside of the customer’s local area network. “If we have to troubleshoot, we can look at what happened to the packets and why [a problem] may have happened,” Hyman explained. If a customer were to experience static on a call at a certain day and time, XO would be able to determine if, for example, someone at the enterprise was downloading a large video that was not coded for the proper service class at that exact time. XO expects the new offering to be popular in the healthcare, education, professional services, retail and financial sectors. Such organizations, Hyman said, are interested in minimizing costs by moving functionality to the service provider cloud. A typical customer is expected to have multiple sites and to have between 50 and 1000 employees.

Share	Recommend \| Keep \| Reply \| Mark as Last Read

To: tech101 who wrote (596)	4/8/2011 12:23:54 AM
From: FUBHO	of 613

Press Release Source: XO Holdings, Inc. On Thursday April 7, 2011, 4:14 pm EDT HERNDON, VA--(Marketwire - 04/07/11) - The Special Committee of the Board of Directors of XO Holdings, Inc. (OTC.BB:XOHO - News) announced today that it has retained JP Morgan Securities LLC as its financial advisor, Dechert LLP as legal counsel and Richards, Layton & Finger, P.A. as Delaware counsel. The Special Committee was formed on January 21, 2011 to consider, review and evaluate the proposal made on January 19, 2011 by ACF Industries Holding Corp., which is an affiliate of Carl C. Icahn, to acquire, either directly or through an affiliate, ownership of 100 percent of XO Holdings. Under the proposal, holders of common stock of XO Holdings, other than ACF Holding and its affiliates, would receive consideration of $0.70 net per share in cash. The Special Committee members are Robert Knauss and Fredrik Gradin. Former member Harold First resigned effective March 5, 2011. Robert Knauss and Fredrik Gradin stated, "As with the past offer made by ACF Industries in 2009, the Special Committee intends to thoroughly evaluate this 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." In 2009, the Special Committee declined to recommend an earlier ACF Industries proposal to acquire the remaining shares of XO Holdings common stock that ACF Industries did not then own.

Share	Recommend \| Keep \| Reply \| Mark as Last Read

To: tech101 who wrote (596)	4/8/2011 5:43:05 PM
From: FUBHO	1 Recommendation of 613

Press Release Source: XO Holdings, Inc. On Friday April 8, 2011, 3:34 pm EDT HERNDON, VA--(Marketwire - 04/08/11) - On April 8, 2011, Carl J. Grivner resigned as Chief Executive Officer, President, and Director of XO Holdings, Inc. (the "Company") (OTC.BB:XOHO - News). Mr. Grivner stated, "It has been an honor and privilege for me to work at XO for eight years. My decision to leave the company to pursue other opportunities is a personal and difficult one. I wish the Company and all of its dedicated employees all the best in the future." Carl C. Icahn, the Chairman of the Company's Board of Directors and majority shareholder, stated, "We wish Carl the best in his future endeavors and thank him for his contributions to the Company. We are fortunate to have one of the deepest management teams and one of the strongest balance sheets in the telecommunications industry with approximately $1 billion in equity and no outstanding debt." The Company's Board of Directors is conducting an executive search to identify a new Chief Executive Officer and will consider both internal and external candidates. The Board of Directors has established an executive committee to oversee the Company's operations until a permanent chief executive is selected. The executive committee will be comprised of Daniel J. Wagner, who will continue to lead XO's Business Services unit, Ernest Ortega, who will continue to lead its Carrier Services unit, and Laura W. Thomas, the Company's Chief Financial Officer, who will oversee all corporate functions and other business units. Mr. Grivner has agreed to assist the Company during this transition period.

Share	Recommend \| Keep \| Reply \| Mark as Last Read \| Read Replies (1)

Previous 10 | Next 10

Copyright/IP Policy

Copyright © 1995-2013 Knight Sac Media. All rights reserved.