EX-99.1
2
a10-22534_1ex99d1.htm
EX-99.1
Exhibit 99.1
Investors
Louis
Alterman
404-748-7650
678-472-3252
altermanlo@corp.earthlink.net
Media
Michele Sadwick
404-748-7255
404-769-8421
sadwick@corp.earthlink.net
EARTHLINK COMPLETES
ITC^DELTACOM ACQUISITION
ATLANTA -
December 8, 2010
-
EarthLink, Inc. (NASDAQ: ELNK) today announced that it has completed its
acquisition of ITC^DeltaCom, Inc., a leading provider of integrated
communications services to customers in the southeastern United States, in a
transaction valued at approximately $524 million.
Under the terms of the merger agreement, ITC^DeltaCom
(Deltacom) stockholders are receiving $3.00 in cash per each share of Deltacom
common stock in the transaction.
EarthLink is paying approximately $199 million in cash as part of the
acquisition. EarthLink also is assuming
approximately $325 million of Deltacom's senior secured notes.
With the close of the transaction EarthLink
will begin integrating its New Edge Networks and EarthLink Business Services
operations with Deltacom and will market the combined services under the 'EarthLink
Business' brand name.
"With the addition of Deltacom's deep fiber
assets and strong customer relationships, EarthLink is creating a leading IP
infrastructure and services company. We
are pleased to have gained the regulatory approvals required to close this
transaction in just ten weeks. We've acquired a business that has meaningful
revenue streams, strong gross margins and unlevered free cash flow that
positions EarthLink for future strategic value creation", said EarthLink
Chairman and Chief Executive Officer Rolla P. Huff. "Our new EarthLink Business
division will offer a full complement of voice, data, mobile, and equipment
services over a nationwide IP network with regional fiber density and favorable
economics for any customer that has concentration in the Southeast region".
About EarthLink
EarthLink, Inc. (NASDAQ: ELNK) is a
leading provider of Internet Protocol (IP) infrastructure and services to medium-sized
and large businesses, enterprise organizations, and over 1.5 million
residential customers across the United States. The company has been providing
Internet access and communications services for decades and has earned an
award-winning reputation for both outstanding customer service and product
innovation. For consumers, EarthLink is
a leading Internet Service Provider connecting people to the power and
possibilities of the Internet.
EarthLink Business™ provides voice, data, mobile and equipment services
over a Southeast fiber network and MPLS-based services nationwide. For more
information visit EarthLink's website www.earthlink.net.
Cautionary Information
Regarding Forward-Looking Statements for EarthLink, Inc.
This press release includes "forward-looking"
statements (rather than historical facts) that are subject to risks and
uncertainties that could cause actual results to differ materially from those
described. Although we believe that the expectations expressed in these
forward-looking statements are reasonable, we cannot promise that our
expectations will turn out to be correct. Our actual results could be
materially different from and worse than our expectations. We disclaim any
obligation to update any forward-looking statements contained herein, except as
may be required pursuant to applicable law. With respect to forward-looking
statements in this press release, the company seeks the protections afforded by
the Private Securities Litigation Reform Act of 1995. These risks and uncertainties include,
without limitation, (1) that the continued decline of our consumer access
subscribers, combined with the change in mix of our consumer access subscriber
base from narrowband to broadband, will adversely affect our results of
operations; (2) that we will have less ability in the future to implement
cost reductions to offset our revenue declines, which will adversely affect our
results of operations; (3) that we face significant competition which
could reduce our profitability; (4) that adverse economic conditions may
harm our business; (5) that we may not be able to execute our business
strategy for our Business Services segment, which could adversely impact our
results of operations and cash flows; (6) that our commercial and alliance
arrangements may not be renewed or may not generate expected benefits, which
could adversely affect our results of operations; (7) that our business is
dependent on the availability of third-party telecommunications service
providers; (8) that we may be unable to retain sufficient qualified
personnel, particularly in light of recent workforce and cost reduction
initiatives and in a recovering economy, and the loss of any of our key
executive officers could adversely affect us; (9) that we may be
unsuccessful in making and integrating acquisitions into our business, which
could result in operating difficulties, losses and other adverse consequences; (10) that
if we do not continue to innovate and provide products and services that are
useful to subscribers, we may not remain competitive, and our revenues and
operating results could suffer; (11) that our business may suffer if third
parties used for customer service and technical support and certain billing
services are unable to provide these services or terminate their relationships
with us; (12) that interruption or failure of our network and information systems and
other technologies could impair our ability to provide our services, which
could damage our reputation and harm our operating results; (13) that
government regulations could adversely affect our business or force us to
change our business practices; (14) that privacy concerns relating to our
business could damage our reputation and deter current and potential users from
using our services; (15) that we may not
be able to protect our intellectual property; (16) that we may be accused of
infringing upon the intellectual property rights of third parties, which is costly
to defend and could limit our ability to use certain technologies in the
future; (17) that if we are unable to successfully defend against legal actions
we could face substantial liabilities; (18) that our business depends on
effective business support systems, processes and personnel; (19) that as a
result of our continuing review of our business, we may have to undertake
further restructuring plans that would require additional charges, including
incurring facility exit and restructuring charges; (20) that we may be required
to recognize additional impairment charges on our goodwill and intangible
assets, which would adversely affect our results of operations and financial
position; (21) that we may have exposure to greater than anticipated tax liabilities
and the use of our net
2
operating losses and certain other tax
attributes could be limited in the future; (22) that we may reduce, or cease
payment of, quarterly dividends; (23) that our stock price may be volatile;
(24) that our indebtedness could adversely affect our financial health and
limit our ability to react to changes in our industry; (25) that provisions of
our second restated certificate of incorporation, amended and restated bylaws and
other elements of our capital structure could limit our share price and delay a
change of management; (26) that we may be unsuccessful integrating our
acquisition of ITC^DeltaCom, which could result in operating difficulties,
losses and other adverse consequences; and (27) that we will be exposed to
additional risks specific to ITC^DeltaCom's business and industry, which could
adversely affect our financial condition, results of operations and cash flows.
These risks and uncertainties, as well as other risks and uncertainties that
could cause our actual results to differ significantly from management's
expectations, are not intended to represent a complete list of all risks and
uncertainties inherent in our business, and should be read in conjunction with the
more detailed cautionary statements and risk factors included in our Annual
Report on Form 10-K for the year ended December 31, 2009 and our
Quarterly Report on Form 10-Q for the period ended September 30,
2010.
3

EX - 99 . 1 2 a10 - 22534 _ 1ex99d1 . htm EX - 99 . 1 Exhibit 99 . 1 Investors Louis Alterman 404 - 748 - 7650 678 - 472 - 3252 altermanlo@corp.earthlink.net Media Michele Sadwick 404 - 748 - 7255 404 - 769 - 8421 sadwick@corp.earthlink.net EARTHLINK COMPLETES ITC ^ DELTACOM ACQUISITION ATLANTA - December 8 , 2010 - EarthLink , Inc . ( NASDAQ : ELNK ) today announced that it has completed its acquisition of ITC ^ DeltaCom , Inc . , a leading provider of integrated communications services to customers in the southeastern United States , in a transaction valued at approximately $ 524 million . Under the terms of the merger agreement , ITC ^ DeltaCom ( Deltacom ) stockholders are receiving $ 3.00 in cash per each share of Deltacom common stock in the transaction . EarthLink is paying approximately $ 199 million in cash as part of the acquisition . EarthLink also is assuming approximately $ 325 million of Deltacom 's senior secured notes . With the close of the transaction EarthLink will begin integrating its New Edge Networks and EarthLink Business Services operations with Deltacom and will market the combined services under the ' EarthLink Business ' brand name . " With the addition of Deltacom 's deep fiber assets and strong customer relationships , EarthLink is creating a leading IP infrastructure and services company . We are pleased to have gained the regulatory approvals required to close this transaction in just ten weeks . We ' ve acquired a business that has meaningful revenue streams , strong gross margins and unlevered free cash flow that positions EarthLink for future strategic value creation " , said EarthLink Chairman and Chief Executive Officer Rolla P . Huff . " Our new EarthLink Business division will offer a full complement of voice , data , mobile , and equipment services over a nationwide IP network with regional fiber density and favorable economics for any customer that has concentration in the Southeast region " . About EarthLink EarthLink , Inc . ( NASDAQ : ELNK ) is a leading provider of Internet Protocol ( IP ) infrastructure and services to medium - sized and large businesses , enterprise organizations , and over 1 . 5 million residential customers across the United States . The company has been providing Internet access and communications services for decades and has earned an award - winning reputation for both outstanding customer service and product innovation . For consumers , EarthLink is a leading Internet Service Provider connecting people to the power and possibilities of the Internet . EarthLink Business™ provides voice , data , mobile and equipment services over a Southeast fiber network and MPLS - based services nationwide . For more information visit EarthLink 's website www.earthlink.net . Cautionary Information Regarding Forward - Looking Statements for EarthLink , Inc . This press release includes " forward - looking " statements ( rather than historical facts ) that are subject to risks and uncertainties that could cause actual results to differ materially from those described . Although we believe that the expectations expressed in these forward - looking statements are reasonable , we can not promise that our expectations will turn out to be correct . Our actual results could be materially different from and worse than our expectations . We disclaim any obligation to update any forward - looking statements contained herein , except as may be required pursuant to applicable law . With respect to forward - looking statements in this press release , the company seeks the protections afforded by the Private Securities Litigation Reform Act of 1995 . These risks and uncertainties include , without limitation , ( 1 ) that the continued decline of our consumer access subscribers , combined with the change in mix of our consumer access subscriber base from narrowband to broadband , will adversely affect our results of operations ; ( 2 ) that we will have less ability in the future to implement cost reductions to offset our revenue declines , which will adversely affect our results of operations ; ( 3 ) that we face significant competition which could reduce our profitability ; ( 4 ) that adverse economic conditions may harm our business ; ( 5 ) that we may not be able to execute our business strategy for our Business Services segment , which could adversely impact our results of operations and cash flows ; ( 6 ) that our commercial and alliance arrangements may not be renewed or may not generate expected benefits , which could adversely affect our results of operations ; ( 7 ) that our business is dependent on the availability of third - party telecommunications service providers ; ( 8 ) that we may be unable to retain sufficient qualified personnel , particularly in light of recent workforce and cost reduction initiatives and in a recovering economy , and the loss of any of our key executive officers could adversely affect us ; ( 9 ) that we may be unsuccessful in making and integrating acquisitions into our business , which could result in operating difficulties , losses and other adverse consequences ; ( 10 ) that if we do not continue to innovate and provide products and services that are useful to subscribers , we may not remain competitive , and our revenues and operating results could suffer ; ( 11 ) that our business may suffer if third parties used for customer service and technical support and certain billing services are unable to provide these services or terminate their relationships with us ; ( 12 ) that interruption or failure of our network and information systems and other technologies could impair our ability to provide our services , which could damage our reputation and harm our operating results ; ( 13 ) that government regulations could adversely affect our business or force us to change our business practices ; ( 14 ) that privacy concerns relating to our business could damage our reputation and deter current and potential users from using our services ; ( 15 ) that we may not be able to protect our intellectual property ; ( 16 ) that we may be accused of infringing upon the intellectual property rights of third parties , which is costly to defend and could limit our ability to use certain technologies in the future ; ( 17 ) that if we are unable to successfully defend against legal actions we could face substantial liabilities ; ( 18 ) that our business depends on effective business support systems , processes and personnel ; ( 19 ) that as a result of our continuing review of our business , we may have to undertake further restructuring plans that would require additional charges , including incurring facility exit and restructuring charges ; ( 20 ) that we may be required to recognize additional impairment charges on our goodwill and intangible assets , which would adversely affect our results of operations and financial position ; ( 21 ) that we may have exposure to greater than anticipated tax liabilities and the use of our net 2 operating losses and certain other tax attributes could be limited in the future ; ( 22 ) that we may reduce , or cease payment of , quarterly dividends ; ( 23 ) that our stock price may be volatile ; ( 24 ) that our indebtedness could adversely affect our financial health and limit our ability to react to changes in our industry ; ( 25 ) that provisions of our second restated certificate of incorporation , amended and restated bylaws and other elements of our capital structure could limit our share price and delay a change of management ; ( 26 ) that we may be unsuccessful integrating our acquisition of ITC ^ DeltaCom , which could result in operating difficulties , losses and other adverse consequences ; and ( 27 ) that we will be exposed to additional risks specific to ITC ^ DeltaCom 's business and industry , which could adversely affect our financial condition , results of operations and cash flows . These risks and uncertainties , as well as other risks and uncertainties that could cause our actual results to differ significantly from management 's expectations , are not intended to represent a complete list of all risks and uncertainties inherent in our business , and should be read in conjunction with the more detailed cautionary statements and risk factors included in our Annual Report on Form 10 - K for the year ended December 31 , 2009 and our Quarterly Report on Form 10 - Q for the period ended September 30 , 2010 . 3