ELNK Earthlink Holdings Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 1, 2016

EARTHLINK HOLDINGS CORP.

(Exact Name of Registrant as Specified in Its Charter)

1170 Peachtree St., Suite 900, Atlanta, Georgia 30309

(Address of principal executive offices) (Zip Code)

(404) 815-0770

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report date)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On February 1, 2016, EarthLink Holdings Corp. (the “Company”) entered into a Fourth Amendment (the “Fourth Amendment”) and a Fifth Amendment (the “Fifth Amendment” and collectively, the “Amendments”) to its Amended and Restated Credit Agreement dated as of May 29, 2013 (as previously amended, the “Credit Agreement”) with the Guarantors party thereto, the Lenders party thereto and Regions Bank, as administrative and collateral agent. The Credit Agreement provides for a $135 million senior secured credit facility.

The primary purposes of the Fourth Amendment are to permit the Company to repurchase up to $75 million of its 8.875% senior notes due 2019 and/or its 7.375% senior secured notes due 2020 (collectively, the “Notes”) and to enter into an asset securitization facility in an amount up to $50 million.  The Company has no current plans, proposals or arrangements to repurchase any Notes or to enter into an asset securitization facility and there are no assurances that the Company will repurchase any Notes or enter into such facility.

The primary purpose of the Fifth Amendment is to allow for the sale of certain assets associated with the Company’s Information Technology (IT) services described in Item 8.01 below.

The foregoing description of the Amendments does not purport to be complete; and the references to the Amendments are qualified in their entirety by reference to the copies of the Amendments filed herewith as Exhibits 10.1 and 10.2, which are incorporated herein by reference.

Item 8.01      Other Events

The Company announced today that it has sold certain of its IT services assets to Synoptek, LLC.  A copy of the related press release is filed herewith as Exhibit 99.1, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 1, 2016

3

Exhibit Index

4

Exhibit 10.1

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of February 1, 2016 (this “Amendment”) is entered into among EARTHLINK HOLDINGS CORP., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and REGIONS BANK, in its capacities as Administrative Agent and Collateral Agent.  All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrower, the Guarantors, the Lenders and Regions Bank, in its capacities as Administrative Agent and Collateral Agent, entered into that certain Amended and Restated Credit Agreement dated as of May 29, 2013 (as amended, modified, supplemented or extended from time to time, including pursuant to that certain First Amendment to Credit Agreement dated as of December 31, 2013, that certain Second Amendment to Credit Agreement dated as of November 19, 2014 and that certain Third Amendment to Credit Agreement dated as of May 11, 2015, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders (by act of the Required Lenders) amend the Credit Agreement as set forth below;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                      Amendments to Credit Agreement.  The Credit Agreement is hereby amended as follows:

(a)                                 Section 1.01 of the Credit Agreement is amended as follows:

(i)                                     The defined term “Asset Sale” is amended by deleting the “and” immediately prior to clause (g) thereof, replacing the “.” at the end of clause (g) thereof with “; and” and adding a new clause (h) to read as follows:

(h)                                 any sale, transfer or other disposition of Securitization Related Property by the Borrower or any of its Subsidiaries pursuant to any Permitted Securitization Transaction.

(ii)                                  The defined term “Excluded Property” is amended by deleting the “and” immediately prior to clause (l) thereof, restating clause (l) to read as set forth below and adding a new clause (m) to read as set forth below:

(l) at any time any Permitted Securitization Transaction is outstanding, (A) any Securitization Related Property that is subject to such Permitted Securitization Transaction and (B) the Equity Interests of the Special Purpose Subsidiary for such Permitted Securitization Transaction, and (m) proceeds and products of any and all of the foregoing excluded property described in clauses (a) through (l) above only to the extent such proceeds and products would constitute property or assets of the type described in clauses (a) through (l) above

(iii)                              The defined term “Excluded Subsidiaries” is amended in its entirety to read as follows:

“Excluded Subsidiaries” means (a) any Regulated Subsidiary (other than an Immaterial Subsidiary) that has not received all necessary regulatory approvals to become a Guarantor hereunder and (b) each Special Purpose Subsidiary.

(iv)                              The defined term “Securitization Transaction” is amended in its entirety to read as follows:

“Securitization Transaction” means, with respect to the Borrower and its Subsidiaries, any financing transaction or series of financing transactions pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payment intangibles, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or Affiliate of such Person.

(v)                                 The following new defined terms are added in the appropriate alphabetical order:

“Permitted Securitization Transaction” means a Securitization Transaction permitted under Section 7.1(p).

“Receivables and Related Assets” means accounts receivable, payment intangibles or any other property (including contract rights) that is customarily transferred or in respect of which security interests are customarily granted in connection with receivables securitization transactions and all proceeds of the foregoing.

“Securitization Related Property” means Receivables and Related Assets which are sold, conveyed, contributed or transferred to a Special Purpose Subsidiary pursuant to a Permitted Securitization Transaction.

“Special Purpose Subsidiary” means, with respect to any Permitted Securitization Transaction, the special purpose Subsidiary or Affiliate for such Permitted Securitization Transaction.

(b)                                 Section 6.12(a) of the Credit Agreement is amended by deleting the second sentence thereof in its entirety and by substituting therefor a new sentence to read as follows:

Notwithstanding the foregoing provisions of this Section 6.12, none of the Credit Parties shall be required to pledge the Equity Interests of (i) a Special Purpose Subsidiary owned by any Credit Party at any time the related Permitted Securitization Transaction is in effect or (ii) any of its Regulated Subsidiaries until all necessary regulatory approvals for such pledge of Equity Interests have been received, which such regulatory approvals the Borrower shall use commercially reasonable efforts to diligently pursue (provided, however, that such commercially reasonable efforts shall not require the Borrower or any of its

Subsidiaries to make any payments in excess of normal fees and costs to or at the direction of Governmental Authorities, or to change the manner in which the Borrower and its Subsidiaries conduct business in any respect that the management of the Borrower reasonably determines in good faith to be materially adverse or materially burdensome).

(c)                                  Section 7.1 of the Credit Agreement is amended as follows:

(i) deleting the “and” following clause (o) thereof, re-labeling clause (p) as clause (q), and adding a new clause (p) to read as follows:

(p)                                 Indebtedness under Securitization Transactions; provided that (i) the Attributable Principal Amount thereunder shall not exceed $50,000,000 at any time outstanding, (ii) no Default or Event of Default shall exist immediately prior to or immediately after giving effect to such Securitization Transaction, (iii) prior to entering into such Securitization Transaction, the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that, after giving effect to such Securitization Transaction on a Pro Forma Basis, the Credit Parties would be in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.8 and (iv) such Securitization Transaction shall be non-recourse to the Credit Parties other than with respect to purchase or repurchase obligations for breaches of representations and warranties, performance guaranties and indemnity obligations and other similar undertakings in each case that are customary for similar standard market accounts receivable securitizations; and

(ii)                                  adding a new last paragraph thereto to read as follows:

Notwithstanding anything to the contrary in this Section 7.1 or otherwise, no Special Purpose Subsidiary shall contract, create, incur, assume or permit to exist any Indebtedness other than Indebtedness existing from time to time under any Permitted Securitization Transaction.

(d)                                 Section 7.2 of the Credit Agreement is amended by deleting the “and” following clause (u) thereof, re-labeling clause (v) as clause (w), and adding a new clause (v) to read as follows:

(v)                                 Liens on Securitization Related Property created or deemed to exist in connection with any Permitted Securitization Transaction; and

(e)                                  Section 7.3 of the Credit Agreement is amended by replacing the “and” immediately prior to clause (v) thereof with a “,”, replacing the “.” at the end of clause (v) with an “, and” and adding a new clause (vi) to read as follows:

(vi) customary restrictions in any document or instrument governing any Permitted Securitization Transaction, provided that any such restriction relates only to the applicable Securitization Related Property actually sold, conveyed, pledged, encumbered or otherwise contributed pursuant to such Permitted Securitization Transaction.

(f)                                   Section 7.5 of the Credit Agreement is amended by replacing the “and” immediately prior to clause (ix) thereof with a “,”, replacing the “.” at the end of clause (ix) with an “, and” and adding a new clause (x) to read as follows:

(x) customary restrictions in any document or instrument governing any Permitted Securitization Transaction, provided that any such restriction relates only to the Special Purpose Subsidiary.

(g)                               Section 7.6 of the Credit Agreement is amended by deleting the “and” following clause (m) thereof, re-labeling clause (n) as clause (o), and adding a new clause (n) to read as follows:

(n)                                 Investments by the Borrower or any of its Subsidiaries in the Special Purpose Subsidiary in connection with any Permitted Securitization Transaction, provided that such Investments consist of Receivables and Related Assets or are otherwise customary in Securitization Transactions; and

(h)                                 Section 7.11 of the Credit Agreement is amended by deleting the “and” following clause (c) thereof, replacing the “.” at the end of clause (d) with an “and” and adding a new clause (e) to read as follows:

(e)                                  Transactions among the Credit Parties and a Special Purpose Subsidiary pursuant to a Permitted Securitization Transaction.

(i)                                     Section 7.12(b) of the Credit Agreement is restated in its entirety to read as follows:

(b)                                 make any prepayment, redemption, defeasance or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of, any Funded Debt (other than the Indebtedness under the Credit Documents and Indebtedness permitted under Section 7.1(b)) other than (i) regularly scheduled payments of principal and interest on such Funded Debt, (ii) in connection with (A) a refinancing or refunding permitted hereunder or (B) any prepayment, redemption, defeasance or acquisition for value of Funded Debt out of the proceeds of any equity offering of the Borrower and (iii) the purchase, repurchase, prepayment or redemption of Senior Secured Notes and/or those certain 8-7/8% senior notes of the Borrower due 2019 (the “2019 Notes”) issued pursuant to that certain Indenture, dated as of May 17, 2011 between the Borrower, the guarantor parties thereto and Deutsche Bank Trust Company Americas, as Trustee, provided that, with respect to this clause (iii), (A) no Default or Event of Default then exists or would arise after giving effect thereto, (B) such purchase, repurchase, prepayment or redemption is made on or before December 31, 2016, (C) such purchase, repurchase, prepayment or redemption is made using only available and unencumbered cash of the Borrower, proceeds of a Permitted Securitization Transaction and/or proceeds of Revolving Loans in an aggregate amount not to exceed $75,000,000, (D) any such purchase, repurchase, prepayment or redemption is made in accordance with the terms of the indentures (and supplements thereto) applicable to the Senior Secured Notes and/or the 2019 Notes, as applicable and (E) after giving effect to such purchase, repurchase, prepayment or redemption on a Pro Forma Basis, the Consolidated Net Total Leverage Ratio does not exceed 3.25:1.0.

(j)                                    Section 7.15 of the Credit Agreement is amended to include a new last sentence thereof to read as follows:

No Credit Party shall amend or permit any amendments to any of the terms of any Permitted Securitization Transaction if such amendment or modification could reasonably be expected to be materially adverse to the Lenders or any Agent.

(k)                                 Section 10.10 of the Credit Agreement is amended by replacing the “and” at the end of clause (a)(ii) thereof, replacing the “.” at the end of clause (a)(iii) thereof with “; and” and adding a new clause (iv) to read as follows:

(iv)                              at any time any Permitted Securitization Transaction is outstanding, to release any Lien granted to or held by any Agent under any Credit Document on (A) any Securitization Related Property that is subject to such Permitted Securitization Transaction and (B) the Equity Interests of the Special Purpose Subsidiary for such Permitted Securitization Transaction.

2.                                      Conditions Precedent.  This Amendment shall be effective upon satisfaction of the following conditions precedent:

(a)                                 receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent;

(b)                                 payment by the Borrower to the Administrative Agent of a fee, for the account of each Lender executing this Amendment, in an amount equal to 0.10% of each such Lender’s Revolving Commitment;

(c)                                  payment by the Borrower to the Administrative Agent and Regions Capital Markets, a division of Regions Bank, all fees due and payable to the Administrative Agent and Regions Capital Markets, a division of Regions Bank, on the date hereof; and

(d)                                 payment by the Borrower of the out-of-pocket costs and expenses of the Administrative Agent and Collateral Agent, including without limitation, the fees and expenses of Moore & Van Allen, PLLC.

3.                                      Miscellaneous.

(a)                                 Each of the Credit Parties hereby (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Credit Documents, (iii) agrees that (A) its obligations under each of the Credit Documents to which it is party shall remain in full force and effect according to their terms and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Credit Documents.

(b)                                 Each of the Credit Parties hereby represents and warrants as follows:

(i)                                     Such Credit Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(ii)                                  This Amendment has been duly executed and delivered by such Credit Parties and constitutes such Credit Party’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(iii)                               No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Credit Party of this Amendment.

(c)                                  Each of the Credit Parties represents and warrants to the Administrative Agent and the Lenders that (i) the representations and warranties of the Credit Parties set forth in Section 5 of the Credit Agreement and in each other Credit Document are (A) with respect to representations and warranties that contain a materiality qualification, true and correct (after giving effect to such materiality qualification set forth therein) and (B) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.

(d)                                 This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(e)                                  This Amendment shall be deemed to be, and is, a “Credit Document.”

(f)                                   This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

Exhibit 10.2

FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of February 1, 2016 (this “Amendment”) is entered into among EARTHLINK HOLDINGS CORP., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and REGIONS BANK, in its capacities as Administrative Agent and Collateral Agent.  All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrower, the Guarantors, the Lenders and Regions Bank, in its capacities as Administrative Agent and Collateral Agent, entered into that certain Amended and Restated Credit Agreement dated as of May 29, 2013 (as amended, modified, supplemented or extended from time to time, including pursuant to that certain First Amendment to Credit Agreement dated as of December 31, 2013, that certain Second Amendment to Credit Agreement dated as of November 19, 2014, that certain Third Amendment to Credit Agreement dated as of May 11, 2015 and that certain Fourth Amendment to Credit Agreement dated as of February 1, 2016, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders (by act of the Required Lenders) amend the Credit Agreement as set forth below;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                      Amendment to Credit Agreement.  Section 7.9 of the Credit Agreement is amended by deleting the “and” following clause (b) thereof, replacing the “.” at the end of clause (c) with “; and” and amending clause (d) thereof to read as follows:

(d)                                 the sale of its information technology services business through the sale of 100% of the Equity Interests of EarthLink Managed Services, LLC (or all or substantially all of its assets); provided that (i) the consideration received in connection with such sale shall be in an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of the Borrower or by a duly authorized committee of such board of directors), (ii) no less than 80% of the consideration received by the Borrower or any of its wholly-owned Subsidiaries in connection with such sale shall be paid in cash or Cash Equivalents, (iii) before and after giving effect to such sale, (A) no Default or Event of Default shall exist and (B) the Credit Parties shall be in compliance with Section 7.8 on a Pro Forma Basis (including after giving effect to such sale) and (iv) such sale does not give rise to a breach, default or event of default under the terms of the indentures (and supplements thereto) applicable to the Senior Secured Notes or the 2019 Notes.

2.                                      Authorization to Release Assets.  The Lenders (by action of the Required Lenders) hereby authorize the Administrative Agent and the Collateral Agent, upon consummation of the sale of EarthLink Managed Services, LLC (“EMS LLC”) in accordance with Section 7.9(d) of the Credit Agreement, to execute and deliver to the Borrower or its designees, on behalf of the Administrative Agent, the Collateral Agent, the Lenders and the other holders of the Obligations, documentation giving effect to the release of the assets of EMS LLC (and, if such sale includes the sale of the Equity Interests of EMS LLC, the Equity Interests of EMS LLC) as Collateral and, if such sale includes the sale of the Equity Interests of EMS LLC, the release of EMS LLC as a Guarantor, a Grantor (as defined in the

Security Agreement) and a Pledgor (as defined in the Pledge Agreement) (the “Requested Release”), as may be reasonably requested by the Borrower.  In furtherance of the authorization in the preceding sentence, the Lenders (by action of the Required Lenders) hereby acknowledge and agree that (a) the sale of the Equity Interests of EMS LLC (or all or substantially all of its assets) shall be deemed to be, and shall constitute, a “sale or other disposition permitted under the Credit Documents” as contemplated by Section 10.10(a)(i) of the Credit Agreement and (b) the Requested Release is authorized by Section 10.10(a).

3.                                      Conditions Precedent.  This Amendment shall be effective upon satisfaction of the following conditions precedent:

(a)                                 receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent; and

(b)                                 payment by the Borrower of the out-of-pocket costs and expenses of the Administrative Agent and Collateral Agent, including without limitation, the fees and expenses of Moore & Van Allen, PLLC.

4.                                      Miscellaneous.

(a)                                 Each of the Credit Parties hereby (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) ratifies and affirms its obligations under the Credit Documents, (iii) agrees that (A) its obligations under each of the Credit Documents to which it is party shall remain in full force and effect according to their terms and (B) this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Credit Documents.

(b)                                 Each of the Credit Parties hereby represents and warrants as follows:

(i)                                     Such Credit Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(ii)                                  This Amendment has been duly executed and delivered by such Credit Parties and constitutes such Credit Party’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(iii)                               No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Credit Party of this Amendment.

(c)                                  Each of the Credit Parties represents and warrants to the Administrative Agent and the Lenders that (i) the representations and warranties of the Credit Parties set forth in Section 5 of the Credit Agreement and in each other Credit Document are (A) with respect to representations and warranties that contain a materiality qualification, true and correct (after

giving effect to such materiality qualification set forth therein) and (B) with respect to representations and warranties that do not contain a materiality qualification, true and correct in all material respects, on and as of the date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.

(d)                                 This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of this Amendment by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(e)                                  This Amendment shall be deemed to be, and is, a “Credit Document.”

(f)                                   This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

Exhibit 99.1

Investors

Trey Huffman

404-748-6219

678-571-1367 (mobile)

huffmanal@elnk.com

Media

Bert Kelly

678-891-0317

404-372-5073 (mobile)

bert.kelly@elnk.com

EARTHLINK ANNOUNCES SALE OF SELECT IT SERVICES ASSETS TO SYNOPTEK

ATLANTA — (February 1, 2016) – EarthLink (EarthLink Holdings Corp., NASDAQ:ELNK), a leading network services provider dedicated to delivering great customer experiences, today announced that it has sold select assets associated with its Information Technology (IT) service offering to Synoptek, a worldwide IT managed services and support organization. The transaction aligns EarthLink’s IT services customers with a trusted partner that is best positioned to serve them and it advances EarthLink’s strategy to focus on its business units with greater scale. The transaction provides Synoptek with additional scale and geographic diversity to further enhance the company’s position as a leading IT services provider.

“We are excited to announce this transaction with a company that has a proven track record of success in the IT services space,” said Joe Eazor, Chief Executive Officer and President of EarthLink. “This transaction also strengthens our balance sheet, simplifies our operations and provides us more flexibility to invest in new capabilities and services to drive growth in our core business.”

The transaction impacts approximately 1,700 customers that are serviced through data centers and office locations in the continental US and Canada. EarthLink will continue its core business of providing a differentiated suite of both managed and network services to business customers, including enhanced core data and voice services and carrier grade transport solutions.

“We are enthusiastic about acquiring the EarthLink IT services assets,” said Tim Britt, CEO for Synoptek. “This acquisition helps us continue our mission to become the best independent IT managed services company in the market and supplements our ability to provide IT leadership to our customers. EarthLink’s product management and IT services offerings we’re acquiring will streamline and simplify IT for our

customers. This new coverage enables us to offer high caliber enterprise IT management services, IT outsourcing, and cloud services throughout the US and Europe. This acquisition expands our presence in the eastern US and complements our national data center infrastructure. When EarthLink acquired CenterBeam, one of the first IT managed services businesses in the US, it set the pace for our industry. EarthLink has a rich heritage in providing unparalleled service to its customers. We look forward to bringing that history and heritage into the Synoptek fold.”

Proceeds from the transaction are approximately $29 million, subject to post-closing contingencies. The divested IT services assets generate approximately $37 million in annualized run-rate revenue.

Bank Street served as EarthLink’s exclusive financial advisor and Troutman Sanders as legal advisor in connection with this transaction.

# # #

About EarthLink

EarthLink (EarthLink Holdings Corp., NASDAQ: ELNK) is a leading network services provider dedicated to delivering great customer experiences in a cloud connected world. We help thousands of multi-location businesses securely establish critical connections in the cloud. Our solutions for cloud and hybrid networking, security and compliance, and unified communications provide the cost-effective performance and agility to serve customers anytime, anywhere, via any channel, or any device. We operate a nationwide network spanning 29,000+ fiber route miles, with 90 metro fiber rings and secure data centers that provide ubiquitous data and voice IP coverage. To learn why thousands of specialty retailers, restaurants, franchisors, financial institutions, healthcare providers, professional service firms, local governments, residential consumers and other carriers choose to connect with us, visit us at www.earthlink.com, @earthlink, on LinkedIn and Google+.

About Synoptek

Synoptek offers IT consulting, managed services, cloud services, and on-premise IT management as well as 24×7 end user support. With over 215 employees and more than 400 active customers in the United States and abroad, Synoptek provides comprehensive information technology management services and support. Synoptek leverages ITIL service management processes, customer-focused IT architecture, and operational excellence to deliver uninterrupted services demanded by today’s market. Over the past four years, Synoptek has been consistently recognized for thought leadership and growth as confirmed by industry awards and recognition including a #15 ranking in MSP Mentor’s “World’s Top Managed Services Providers, 2015, and a #2 MSP ranking in the state of California.” www.synoptek.com

Cautionary Information Regarding Forward-Looking Statements

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. With respect to such forward-looking statements, we seek the protections afforded by the Private Securities Litigation Reform Act of 1995. These risks include, without limitation: (1) that we may not be able to execute our strategy to successfully transition to a leading managed network, security and cloud services provider, which could adversely affect our results of operations and cash flows; (2) that we may not be able to grow revenues from our growth products and services to offset declining revenues from our traditional products and services, which could adversely affect our results of operations and cash flows; (3) that failure to achieve operating efficiencies would adversely affect our results of operations and cash flows; (4) that we may have to undertake further restructuring plans that

would require additional charges; (5) that is we are unable to adapt to changes in technology and customer demands, we may not remain competitive, and our revenues and operating results could suffer; (6) that we may be unable to successfully divest non-strategic products, which could adversely affect our results of operations(7) that we may be unable to successfully make or integrate acquisitions, which could adversely affect our results of operations; (8) that we face significant competition in the communications and managed network services industry that could reduce our profitability; (9) that failure to retain existing customers could adversely affect our results of operations and cash flows; (10) that decisions by legislative or regulatory authorities, including the Federal Communications Commission relieving incumbent carriers of certain regulatory requirements, and possible further deregulation in the future, may restrict our ability to provide services and may increase the costs we incur to provide these services; (11) that if we are unable to interconnect with AT&T, Verizon and other incumbent carriers on acceptable terms, our ability to offer competitively priced local telephone services will be adversely affected; (12) that our operating performance will suffer if we are not offered competitive rates for the access services we need to provide our long distance services; (13) that we may experience reductions in switched access and reciprocal compensation revenue; (14) that failure to obtain and maintain necessary permits and rights-of-way could interfere with our network infrastructure and operations; (15) that we have substantial business relationships with several large telecommunications carriers, and some of our customer agreements may not continue due to financial difficulty, acquisitions, non-renewal or other factors, which could adversely affect our wholesale revenue and results of operations; (16) that we obtain a majority of our network equipment and software from a limited number of third-party suppliers; (17) that our commercial and alliance arrangements may not be renewed or may not generate expected benefits, which could adversely affect our results of operations; (18) our consumer business is dependent on the availability of third-party network service providers; (19) that we face significant competition in the Internet access industry that could reduce our profitability; (20) that the continued decline of our consumer access subscribers will adversely affect our results of operations; (21) that potential regulation of Internet service providers could adversely affect our operations; (22) that cyber security breaches could harm our business; (23) that privacy concerns relating to our business could damage our reputation and deter current and potential users from using our services; (24) that interruption or failure of our network, information systems or other technologies could impair our ability to provide our services, which could damage our reputation and harm our operating results; (25) that our business depends on effective business support systems and processes; (26) that if we, or other industry participants, are unable to successfully defend against disputes or legal actions, we could face substantial liabilities or suffer harm to our financial and operational prospects; (27) 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; (28) that we may not be able to protect our intellectual property; (29) that we may be unable to hire and retain sufficient qualified personnel, and the loss of any of our key executive officers could adversely affect us; (30) that unfavorable general economic conditions could harm our business; (31) that government regulations could adversely affect our business or force us to change our business practices; (32) that our business may suffer if third parties are unable to provide services or terminate their relationships with us; (33) that we may be required to recognize impairment charges on our goodwill and other intangible assets, which would adversely affect our results of operations and financial position; (34) that we may have exposure to greater than anticipated tax liabilities and we may be limited in the use of our net operating losses and certain other tax attributes in the future; (35) that our indebtedness could adversely affect our financial health and limit our ability to react to changes in our business and industry; (36) that we may require substantial capital to support business growth, and this capital may not be available to us on acceptable terms, or at all; (37) that our debt agreements include restrictive covenants, and failure to comply with these covenants could trigger acceleration of payment of outstanding indebtedness; (38) that we may reduce, or cease payment of, quarterly cash dividends; (39) that our stock price may be volatile; (40) that provisions of our certificate of incorporation, bylaws and other elements of our capital structure could limit our share price and delay a change of control of the company; and (41) that our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ flexibility in obtaining a judicial forum for disputes with us or our directors, officers or employees. 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, 2014.