-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ScF1SberfwW4o1KvCJSHgvzI3mzg8UR1oWF1E5gIO8ylJa3p3OPOqKAMtXEnDzZT JxjMldhJ/DBMxVUyfIBLHw== 0000904454-07-000518.txt : 20070625 0000904454-07-000518.hdr.sgml : 20070625 20070625113155 ACCESSION NUMBER: 0000904454-07-000518 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070625 DATE AS OF CHANGE: 20070625 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITC DELTACOM INC CENTRAL INDEX KEY: 0001041954 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 582301135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51889 FILM NUMBER: 07938007 BUSINESS ADDRESS: STREET 1: 7037 OLD MADISON PIKE CITY: HUNTSVILLE STATE: AL ZIP: 35806 BUSINESS PHONE: 256-382-5900 MAIL ADDRESS: STREET 1: 7037 OLD MADISON PIKE CITY: HUNTSVILLE STATE: AL ZIP: 35806 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELSH CARSON ANDERSON STOWE VIII LP CENTRAL INDEX KEY: 0001071870 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128415755 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: SUITE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 s13da_062207-itcd.htm AMD TO SCHED 13D FOR ITC DELTA BY WCAS VIII

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 9)⁽¹⁾

ITC DeltaCom, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

	45031T 10 4
(CUSIP Number)

Welsh, Carson, Anderson & Stowe VIII, L.P. 320 Park Avenue, Suite 2500 New York, New York 10022 Attention: Jonathan M. Rather Tel. (212) 893-9500		William J. Hewitt, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Tel. (212) 596-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 8, 2007
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] __________

(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		Welsh, Carson, Anderson & Stowe VIII, L.P.
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 hares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	PN

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		WCAS VIII Associates, LLC
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	CO

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		WCAS Capital Partners III, L.P.
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	PN

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		WCAS CP III Associates, L.L.C.
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	CO

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		Patrick J. Welsh
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		United States
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	IN

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		Russell L. Carson
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		United States
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	IN

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		Bruce K. Anderson
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		United States
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	IN

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		Thomas E. McInerney
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		United States
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	IN

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		Robert A. Minicucci
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		United States
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	IN

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		Anthony J. deNicola
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		United States
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	IN

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		Paul B. Queally
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		United States
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	IN

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		Jonathan M. Rather
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		United States
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	IN

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		D. Scott Mackesy
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		United States
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	IN

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		John D. Clark
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		United States
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	IN

1) Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)		Sanjay Swani
2) Check the Appropriate Box if a Member of a Group		(a) [ X ] (b) [ ]
3) SEC Use Only
4) Source of Funds		Not Applicable
5) Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)		Not Applicable
6) Citizenship or Place of Organization		United States
Number of Shares Beneficially Owned by Each Reporting Person With	7) Sole Voting Power		-0-
	8) Shared Voting Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
	9) Sole Dispositive Power		-0-
	10) Shared Dispositive Power		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)
11) Aggregate Amount Beneficially Owned by Each Reporting Person		39,361,481 shares of Common Stock (including shares issuable upon conversion of preferred stock and exercise of warrants)

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13) Percent of Class Represented by Amount in Row (11)	81.0%
14) Type of Reporting Person	IN

Amendment No. 9 to Schedule 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on November 1, 2002, Amendment No. 1 thereto filed on November 8, 2002, Amendment No. 2 thereto filed on December 18, 2002, Amendment No. 3 thereto filed on December 26, 2002, Amendment No. 4 thereto filed on July 7, 2003, Amendment No. 5 thereto filed on October 14, 2003, Amendment No. 6 thereto filed on September 29, 2004, Amendment No. 7 thereto filed on November 18, 2004 and Amendment No. 8 thereto filed on April 6, 2005 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.

The Schedule 13D is hereby amended as follows:

Item 1.

Security and Issuer.

Item 1 is hereby amended to reflect that the address of the Issuer’s principal executive office is 7037 Old Madison Pike, Huntsville, Alabama 35806.

Item 2.

Identity and Background.

Item 2 is hereby amended to reflect that James R. Matthews is no longer a Managing Member of VIII Associates or CP III Associates.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read in its entirety as follows:

(a) The information below, which reflects only the direct beneficial ownership of each entity and person named below, is based on a total of 18,766,942 shares of Common Stock outstanding as of March 31, 2007, as reported in the Issuer’s Report on Form 10-Q filed with the Commission on May 10, 2007, and gives effect to the exercise of all warrants and conversion of all shares of Series B Preferred Stock held by each such entity and person.

WCAS VIII and VIII Associates

WCAS VIII owns 32,722,439 shares of Common Stock, or approximately 76.3% of the Common Stock outstanding. VIII Associates, as the general partner of WCAS VIII, may be deemed to beneficially own the securities owned by WCAS VIII.

WCAS CP III and CP III Associates

WCAS CP III owns 5,281,305 shares of Common Stock, or approximately 22.6% of the Common Stock outstanding. CP III Associates, as the general partner of WCAS CP III, may be deemed to beneficially own the securities owned by WCAS CP III.

Managing Members of VIII Associates and CP III Associates

(i) Patrick J. Welsh owns 294,380 of Common Stock, or approximately 1.6% of the Common Stock outstanding.

(ii) Russell L. Carson owns 294,380 shares of Common Stock, or approximately 1.6% of the Common Stock outstanding.

(iii) Bruce K. Anderson owns 294,380 shares of Common Stock, or approximately 1.6% of the Common Stock outstanding.

(iv) Thomas E. McInerney owns 300,246 shares of Common Stock, or approximately 1.7% of the Common Stock outstanding. This excludes a fully-vested option to purchase 3,333 shares of Common Stock at an exercise price of $13.20 granted on October 28, 2003, which expires on October 28, 2013.

(v) Robert A. Minicucci owns 95,163 shares of Common Stock, or approximately 0.5% of the Common Stock outstanding.

(vi) Anthony J. de Nicola owns 35,776 shares of Common Stock, or approximately 0.1% of the Common Stock outstanding. This excludes a fully-vested option to purchase 3,333 shares of Common Stock at an exercise price of $13.20 granted on October 28, 2003, which expires on October 28, 2013.

(vii) Paul B. Queally owns 21,189 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(viii) Jonathan M. Rather owns 7,395 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(ix) D. Scott Mackesy owns 4,213 shares of Common Stock, or less than 0.1% of the Common Stock outstanding.

(x) Sanjay Swani owns 10,615 shares of Common Stock, or less than 0.1% of the Common Stock outstanding. This excludes a fully-vested option to purchase 3,333 shares of Common Stock at an exercise price of $13.20 granted on October 28, 2003, which expires on October 28, 2013.

(xi) John D. Clark owns no shares of Common Stock.

(b) The managing members of VIII Associates and CP III Associates may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the securities of the Issuer owned by WCAS VIII and WCAS CP III, respectively. Each of the managing members of VIII Associates and CP III Associates disclaims beneficial ownership of all securities other than those he owns directly or by virtue of his indirect pro rata interest, as a managing member of VIII Associates and/or CP III Associates, in the securities owned by WCAS VIII and WCAS CP III.

(c)

Not applicable.

(d) Except as described in this statement, no person has the power to direct the receipt of dividends on or the proceeds of sales of the shares of Common Stock owned by WCAS VIII or WCAS CP III.

(e)

Not applicable.

Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended by adding the following thereto:

Effective on June 8, 2007, the Issuer entered into binding commitment letters relating to its debt and equity financing arrangements with certain of its shareholders, including WCAS VIII (the "WCAS Commitment Letter"). A copy of the WCAS Commitment Letter is attached as Exhibit A to this schedule, and any description thereof is qualified in its entirety by reference thereto. The WCAS Commitment Letter provides that the "WCAS Securityholders" (defined as WCAS VIII and WCAS CP III (the "WCAS Funds") and certain other persons affiliated or associated with Welsh, Carson, Anderson & Stowe) will receive a total of approximately 31,338,000 shares of Common Stock in consideration of the following:

•	the conversion or exchange of all shares of the Series B Preferred Stock held by the WCAS Securityholders;

•	the exchange of all Common Stock purchase warrants issued on October 6, 2003 (the “Series B warrants”) held by the WCAS Securityholders;
•	the exchange of all Common Stock purchase warrants issued on March 29, 2005 (the “Series C warrants”) held by the WCAS Securityholders;
•	the exchange of approximately $23.5 million principal amount of the Issuer's third lien senior secured notes due 2009 that are held by the WCAS Funds; and
•	$21 million in cash.

Item 7. Materials to be Filed as Exhibits.

Exhibit A – WCAS Commitment Letter

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 21, 2007

WELSH, CARSON, ANDERSON & STOWE VIII, L.P.

By:/s/ David Mintz

Attorney-in-Fact

WCAS VIII ASSOCIATES, LLC

By:/s/ David Mintz

Attorney-in-Fact

WCAS CAPITAL PARTNERS III, L.P.

By:/s/ David Mintz

Attorney-in-Fact

WCAS CP III ASSOCIATES, L.L.C.

By:/s/ David Mintz

Attorney-in-Fact

/s/ David Mintz

Attorney-in-Fact/Patrick J. Welsh

/s/ David Mintz

Attorney-in-Fact/Russell L. Carson

/s/ David Mintz

Attorney-in-Fact/Bruce K. Anderson

/s/ David Mintz

Attorney-in-Fact/Thomas E. McInerney

/s/ David Mintz

Attorney-in-Fact/Robert A. Minicucci

/s/ David Mintz

Attorney-in-Fact/Anthony J. deNicola

/s/ David Mintz

Attorney-in-Fact/Paul B. Queally

/s/ David Mintz

Attorney-in-Fact/Jonathan M. Rather

/s/ David Mintz

Attorney-in-Fact/D. Scott Mackesy

/s/ David Mintz

Attorney-in-Fact/John D. Clark

/s/ David Mintz

Attorney-in-Fact/Sanjay Swani

POWER OF ATTORNEY

THE UNDERSIGNED hereby makes, constitutes and appoints David Mintz, Rona Drogy and William H. Hewitt (each, an “Attorney”), with full power of substitution, each a true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), one or more initial statements of beneficial ownership of securities, statements of changes in beneficial ownership of securities, annual statements of beneficial ownership of securities or information statements pursuant to Sections 16(a), 13(d) and 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, and any other forms, certificates, documents or instruments that an Attorney deems necessary or appropriate in order to comply with the requirements of said Sections 16(a), 13(d) and 13(g) and said rules and regulations.

This Power of Attorney shall remain in effect until such time as a written revocation thereof is filed with the Commission.

Dated: May 1, 2007

WCAS CAPITAL PARTNERS III, L.P.
By WCAS CP III Associates, L.L.C., its General Partner
By	/s/ Jonathan M. Rather
	Managing Member

POWER OF ATTORNEY

This Power of Attorney shall remain in effect until such time as a written revocation thereof is filed with the Commission.

Dated: May 1, 2007

WCAS CP III ASSOCIATES, L.L.C.

/s/ Jonathan M. Rather

Managing Member

POWER OF ATTORNEY

This Power of Attorney shall remain in effect until such time as a written revocation thereof is filed with the Commission.

Dated: May 1, 2007

WCAS VIII ASSOCIATES, L.L.C.

/s/ Jonathan M. Rather

Managing Member

EX-99 2 ex99_062207-itcd.htm EXHIBIT A TO 13D/A FOR ITC DELTA

Exhibit A

Welsh, Carson, Anderson & Stowe VIII, L.P.

320 Park Ave., Suite 2500

New York, NY 10022

CONFIDENTIAL

June 8, 2007

ITC^DeltaCom, Inc.

7037 Old Madison Pike

Huntsville, AL 35806

Attention: Richard E. Fish, Jr.

RE:

ITC^DeltaCom, Inc. Commitment Letter

Richard E. Fish, Jr.:

In connection with the transactions described in the (a) ITC^DeltaCom, Inc. $240,000,000 Senior Secured First Lien Credit Facilities and $75,000,000 Senior Secured Second Lien Term Loan Facility Commitment Letter and (b) ITC^DeltaCom, Inc. Common Stock Equity Commitment Letter (together, and in each case as in effect on the date hereof, the “Commitment Letters”),¹ Welsh, Carson, Anderson & Stowe VIII, L.P. (“Welsh Carson”) confirms that, upon the terms and subject to the conditions set forth herein, it will or will cause its affiliated investment funds to (i) purchase shares of common stock, par value $0.01 share (the “Common Stock”), of ITC^DeltaCom, Inc. (the “Company”) for an aggregate purchase price of $21,000,000; (ii) convert (in a manner which is structured to address tax concerns of Welsh Carson, provided that there is no significant adverse tax consequence to the Company) its interest in the Existing Third Lien Notes into Common Stock; (iii) convert its ownership in the Existing Preferred Stock into shares of Common Stock; and (iv) exercise its ownership in the Existing Warrants into shares of Common Stock, all as contemplated by the Commitment Letters and Annex A attached hereto (collectively (i) through (iv), the “Welsh Carson Transactions”).

_________________________

¹ Any capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to them in the Commitment Letters.

June 8, 2007

Page 2

The commitment of Welsh Carson hereunder is subject to the (i) preparation and execution of definitive documentation, satisfactory to Welsh Carson and the Company, for (a) the Welsh Carson Transactions, (b) the conversion by the funds associated with Tennenbaum Capital Partners, LLC (“TCP”) of their Existing Third Lien Notes into Common Stock on the same basis as Welsh Carson and their conversion of Existing Preferred Stock and Existing Warrants into shares of Common Stock in accordance with Annex A, and (c) all other transactions described in the Commitment Letters and Annex A (all of the foregoing transactions referred to in this clause (i) the “Refinancing Transactions”), (ii) consummation of the Refinancing Transactions, substantially in accordance with the terms set forth in the definitive documentation referred to in clause (i) above, and (iii) there being no modifications of the Amended and Restated Governance Agreement, dated as of July 26, 2005 among the Company and the Securityholders identified therein.

Notwithstanding anything that may be expressed or implied in this commitment letter, the Company covenants, agrees and acknowledges that no person or entity other than Welsh Carson and its successors and permitted assigns shall have any obligation hereunder and that, notwithstanding that Welsh Carson and its successors and permitted assigns may be partnerships or limited liability companies, no recourse under or relating to this commitment letter shall be sought or had hereunder against any past, current or future officer, agent or employee of Welsh Carson or any of its successors or permitted assigns, against any past, current or future general or limited partners of Welsh Carson or any successors or permitted assigns or against any past, current or future director, officer, general or limited partner, member, affiliate, successor or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged by the Company that no personal liability whatsoever shall attach to, be sought against or imposed on or otherwise be incurred by any past, current or future officer, agent or employee of Welsh Carson or any of its successors or permitted assigns or any past, current or future general or limited partner of Welsh Carson or any of its successors or permitted assigns, or any past, current or future director, officer, employee, general or limited partner, member, affiliate, successor or assignee of any of the foregoing, for any obligations of Welsh Carson or any of its successors or permitted assigns under or relating to this commitment letter or for any claim relating to, based on, in respect of or by reason of such obligations or their creation.

This commitment letter and all of Welsh Carson’s obligations hereunder (but not, for the avoidance of doubt, the provisions herein relating to the absence of recourse to and liability of the persons and entities described in the preceding paragraph, which shall remain in full force and effect regardless of whether definitive documentation for the Welsh Carson Transactions is executed and delivered) shall expire automatically upon the earlier to occur of (i) the consummation of the Welsh Carson Transactions and (ii) August 31, 2007.

June 8, 2007

Page 3

This commitment letter and the commitments set forth herein shall not be assignable (i) by the Company without Welsh Carson’s prior written consent or (ii) by Welsh Carson (other than to one or more of its commonly controlled affiliates) without the prior written consent of the Company. No person or entity other than the Company and Welsh Carson shall be entitled to rely on this commitment letter and the commitments set forth herein. Except for the preceding sentence, nothing in this commitment letter, express or implied, is intended to or shall confer, directly or indirectly, upon any other person or entity any rights, benefits or remedies whatsoever under or by reason of this commitment letter.

This commitment letter (including Annex A hereto) may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each party hereto. This commitment letter sets forth the entire understanding of the parties with respect to the subject matter set forth herein.

This commitment letter may be executed in counterparts, each of which shall be an original and both of which, when taken together, shall constitute one agreement, and delivery of an executed signature page by facsimile transmission shall be effective as delivery of a manually executed counterpart.

This commitment letter, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this commitment letter and the negotiation, execution or performance of this commitment letter shall be governed by and construed in accordance with the internal laws of the State of New York.

Very truly yours,

Welsh, Carson, Anderson & Stowe VIII, L.P.
/s/Sanjay Swani
By:	WCAS VIII Associates LLC,
	Its General Partner

Accepted and Agreed as of the date

first above written:

ITC^DELTACOM, INC.

By:	/s/ Richard E. Fish Jr.
Name: Richard E. Fish Jr.
Title: EVP & CFO

ITC^DELTACOM, INC.