DSL.net Gets $30M, Faces Delisting

NEW HAVEN, Conn. -- DSL.net, Inc. (Nasdaq:DSLN), a leading nationwide provider of broadband communications services to businesses, today announced that it received a Nasdaq staff determination indicating that the Company's common stock failed to comply with the $1.00 closing bid price per-share requirement for 10 consecutive trading days as set forth in the Nasdaq's Marketplace Rule 4310(c)(4). As a result, DSL.net common stock is subject to de-listing from the Nasdaq SmallCap Market.

DSL.net is requesting a hearing before a Nasdaq Listing Qualifications Panel for a review of the staff determination. That review will determine whether DSL.net will be listed on the Nasdaq SmallCap Market or on the Over the Counter (OTC) bulletin board. Under the Nasdaq's rules, the de-listing process is postponed pending the hearing and the panel's decision.

In a separate release:

DSL.net, Inc. (NASDAQ: DSLN), a leading nationwide provider of broadband communications services to businesses today announced it has closed a $30 million financing with institutional investors led by Deutsche Bank. VantagePoint Venture Partners, one of DSL.net's current major institutional shareholders, is the other participant in the financing.

"This investment, led by such a prominent institutional investor as Deutsche Bank, further validates our belief that DSL.net is well-positioned to expand its business, generate cash flow and create significant value for its shareholders," said David F. Struwas, chairman and chief executive officer of DSL.net. "Being supported by a strong investor group, we intend to continue to grow our business both internally and through strategic acquisitions as we pursue our goal of being one of the clear winners in the consolidation of the business broadband sector."

The financing will fund the Company to become cash-flow positive based on its current plans and projections. The majority of the proceeds are expected to be used to accelerate the roll out of DSL.net's recently introduced integrated voice and data product offering over the Company's extensive broadband network in the Mid-Atlantic and Northeast regions, fund strategic acquisitions and retire outstanding debt at a discount.

"We are extremely pleased to have secured $30 million to finance DSL.net's growth initiatives," said Robert J. DeSantis, chief financial officer of DSL.net. "We believe DSL.net will continue to benefit from the growing demand for business-class broadband services and we welcome Deutsche Bank as an active supporter of the Company. Adding Deutsche Bank to our already impressive group of institutional investors provides the Company with another formidable financial partner."

DeSantis added that DSL.net "met all of the criteria of the investors: a substantial subscriber and recurring revenue base; its own network facilities in key markets; a growth- and shareholder-oriented management team; and current financial performance within striking distance of cash-flow positive."

The financing package is comprised of $30 million of three-year senior secured notes, bearing interest at 1.23% per annum, and warrants to purchase approximately 158 million shares of DSL.net common stock for $.38 per share. The warrants are exercisable for three years. Warrants to purchase approximately 13 million shares were issued in connection with the initial closing. Issuance of the remaining warrants is subject to stockholder approval. Stockholders holding sufficient shares to approve this issuance have committed to vote for approval.

With this funding secured, the Company plans to take the following actions:

The Company intends to update its financial and operating outlook during its second quarter 2003 investor conference call, which will be held in early August at a date and time to be announced shortly.

DSL.net Inc.