XO COMMUNICATIONS INC
8-K, EX-99.1, 2001-01-12
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                                    EXHIBIT 99.1
                                                                    ------------

               XO ANNOUNCES $450 MILLION CONVERTIBLE DEBT OFFERING

Reston, VA. (January 5, 2001) - XO Communications Inc. (NASDAQ:XOXO) announced
that it has entered into an agreement providing for the issuance of $450 million
of 5.75% convertible subordinated notes due 2009 in a private placement under
SEC Rule 144A. XO has also granted the initial purchasers a right to purchase up
to $67.5 million of additional convertible subordinated notes. The notes are
convertible at the option of the holders, prior to redemption or maturity, into
XO common stock at a conversion price of $25.5438 per share (subject to
adjustment upon the occurrence of certain events). The transaction is expected
to close on January 11, 2001.

XO will use the net proceeds it expects to receive to finance the expansion of
existing networks and services, develop and acquire additional networks and
services, and fund operating losses and working capital.

Neither the convertible subordinated notes, nor XO's common stock issuable upon
conversion thereof, have been registered under the Securities Act of 1933, as
amended, and neither may be offered or sold in the United States absent an
effective registration statement or an applicable exemption from the
registration requirements of such act. This press release does not constitute an
offer to sell or the solicitation of an offer to buy the convertible
subordinated notes or underlying shares of XO's common stock issuable upon
conversion of such convertible subordinated notes.



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About XO Communications

XO Communications is one of the world's leading providers of broadband
communications services offering local and long distance voice communication
services, Digital Subscriber Line (DSL) access, Web hosting and e-commerce
service, Virtual Private Networks (VPNs), dedicated access, global transit and
application infrastructure services for delivering applications over the
Internet or a VPN.

XO has assembled an unrivaled set of facilities-based broadband networks and
Tier One Internet peering relationships that, when complete, will serve much of
the United States, Canada and Europe. In the United States, XO has more than
570,000 metro and inter-city fiber miles in operation. The Company is also North
America's largest holder of fixed broadband wireless spectrum, with licenses
covering 95 percent of the population of the 30 largest U.S. cities and a
partnership with licenses covering all of the top cities in Canada. XO has also
acquired metro fiber networks and conduits being constructed in Europe that,
when complete, will serve the London, Berlin, Dusseldorf, Frankfurt, Hamburg,
Munich, Brussels, Amsterdam and Paris markets and an 88,000 fiber-mile
pan-European fiber network connecting 21 major European cities and transatlantic
capacity that will eventually expand to 10 Gbps.

                                       ###

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). These statements include those describing the
closing of the convertible subordinated note financing and XO's planned
operations including construction of its networks, expected capital expenditures
and matters related to its domestic and European metro, inter-city and
transatlantic



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networks, and future developments related to fiber optic equipment capacity.
Management wishes to caution the reader that these forward-looking statements
are only predictions and are subject to risks and uncertainties and actual
results may differ materially from those indicated in the forward-looking
statements as a result of a number of factors. These factors include, but are
not limited to, the ability of XO to market, sell and provision its services, to
design and construct fiber optic networks and, install cable and facilities,
including switching electronics, to develop, install and provision fixed
wireless equipment, interconnect that equipment with its fiber networks and
connect those networks to customers, and developments made by fiber optic
equipment vendors. These and other risks and uncertainties to which the XO
business is subject are described in XO reports filed with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for the year ended
December 31, 1999 and its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000. XO, the XO design logo are trademarks of XO Communications,
Inc.

CONTACTS:  Todd Wolfenbarger / media and industry analysts
           703-547-2011 / 703-675-3496 portable

           Lisa Miles / financial analysts
           703-547-2440





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