8-K

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, 2010

ITC^DeltaCom, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-23253	58-2301135
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7037 Old Madison Pike Huntsville, Alabama	35806
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (256) 382-5900

Not applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

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

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

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

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

Item 8.01. Other Events

On February 1, 2010, ITC^DeltaCom, Inc. (the “Company”) issued a news release announcing that it plans to offer $325 million aggregate principal amount of senior secured notes due 2016 in a private offering to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933 (the “Securities Act”), and outside the United States in reliance on Regulation S under the Securities Act.

A copy of the news release is filed as Exhibit 99 to this current report on Form 8-K and incorporated in this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits

(d)    Exhibits

The following document is herewith filed as an exhibit to this report:

Exhibit Number	Description of Exhibit
99	News release dated February 1, 2010

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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.

	ITC^DELTACOM, INC.
Date: February 1, 2010	/s/ Richard E. Fish, Jr.
	Richard E. Fish, Jr. Executive Vice President and Chief Financial Officer (Duly Authorized Officer)

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INDEX EXHIBIT

Exhibit Number	Description of Exhibit
99	News release dated February 1, 2010

EX-99

Exhibit 99

Investor Contact:

Richard E. Fish

Chief Financial Officer

256-382-3827

Richard.fish@deltacom.com

ITC^DeltaCom, Inc. Commences Offering of Senior Secured Notes

Huntsville, Ala.—(February 1, 2010)—ITC^DeltaCom, Inc. (OTC: ITCD.OB) announced today that it plans to offer $325 million aggregate principal amount of its senior secured notes due 2016 in a private offering to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933 (the “Securities Act”) and outside the United States in reliance on Regulation S under the Securities Act.

The net proceeds from the offering will be used to repay all of the outstanding indebtedness under ITC^DeltaCom’s existing senior secured credit facilities, to pay related fees and expenses, and to provide funds for general corporate purposes.

The offering is expected to be completed during the week of February 8, 2010, subject to market conditions.

The notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

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