XO Communications
13865 Sunrise Valley Drive
4th Floor
Herndon, VA 20171
| May 8, 2013 |
Office of Chief Counsel
Division of CorporationFinance
AD Office 11 - Telecommunications
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Registration Statement on Form S-1 (File No. 333-170666) Application pursuant to Rule 477(a) of the Securities Act of 1933 |
Ladies and Gentlemen:
We request that the Securities and Exchange Commission consents, pursuant to Rule 477(a) of the Securities Act of 1933, as amended, to the withdrawal of the Registration Statement on Form S-1 for securities of XO Holdings, Inc., filed on November 17, 2010 (File No. 333-170666) (the “Registration Statement”). No securities were sold in connection with the proposed offering described in the Registration Statement. As described in our Definitive Information Statement on Form 14C filed July 26, 2011 and our subsequent 8-K and Form 15 filed August 18, 2011, as a result of a merger, XO Holdings, Inc. became a privately held company; its common stock ceased trading on the Over the Counter Bulletin Board (the “OTCBB”) and XO Holdings, Inc. is no longer listed on the OTCBB or Pink Sheets.
Please direct any questions or comments to me at (703) 547-2089 or to Stephen R. Rusmisel of Pillsbury Winthrop Shaw Pittman LLP at (212) 858-1442.
| Very truly yours, | |
| /s/ Navid C. Haghighi | |
| Navid C. Haghighi | |
| Executive Vice President, General Counsel and Secretary |
