XO Goes Private

XO Holdings and ACF Industries Holding announce completion of merger

August 19, 2011

2 Min Read

HERNDON, Va. -- XO Holdings, Inc. ("XO Holdings" or the "Company") and ACF Industries Holding Corp., a Delaware corporation ("ACF"), today announced that as of 4:45 p.m. on August 18, 2011 (the "Effective Time"), they have completed the merger of the Company with XO Merger Corp. pursuant to the Agreement and Plan of Merger, dated as of July 11, 2011 (the "Merger Agreement"). The Merger Agreement provided for the merger (the "Merger") of XO Merger Corp. (the "Merger Sub") with and into the Company, with the Company being the surviving entity. XO Merger Corp. was a Delaware corporation owned by ACF Industries Holding Corp., a Delaware Corporation, and its affiliates (collectively, the "Parent Group"). Each member of the Parent Group and Merger Sub are affiliates of Carl C. Icahn, the Chairman of the Company's Board of Directors and, prior to completion of the merger, beneficial owner of approximately 91.76% of the combined voting power of the Company's outstanding shares of capital stock consisting of his beneficial ownership of 113,410,769 shares of the 182,075,165 outstanding shares of the Company's common stock, par value $0.01 (the "Company Common Stock") and 100% of the outstanding shares of the Class B and Class C preferred stock.

As a result of the Merger, the Company has become a privately held company; the Company Common Stock has ceased trading on the Over the Counter Bulletin Board ("OTCBB") and will no longer be listed on the OTCBB or Pink Sheets. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares owned by the Parent Group or held in treasury, and (ii) shares in respect of which appraisal rights have been properly exercised under Delaware law) has been canceled and automatically converted into the right to receive $1.40 in cash without interest plus a non-transferable, uncertificated contract right to receive a pro rata share of certain proceeds received by Parent Group or its affiliates in certain circumstances if Parent Group or its affiliates should sell or agree to sell XO Holdings or its assets within one year of the date of execution of the Merger Agreement and such sale is consummated (the "Merger Consideration").

XO Communications Inc.

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