0001214659-14-008336.txt : 20141212 0001214659-14-008336.hdr.sgml : 20141212 20141212160232 ACCESSION NUMBER: 0001214659-14-008336 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141212 DATE AS OF CHANGE: 20141212 GROUP MEMBERS: JEFFREY JON BERNEY GROUP MEMBERS: PODMATE GP LLC GROUP MEMBERS: PODMATE MANAGEMENT LP GROUP MEMBERS: TRIOAKS GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EarthLink Holdings Corp. CENTRAL INDEX KEY: 0001102541 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 582511877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58685 FILM NUMBER: 141283669 BUSINESS ADDRESS: STREET 1: 1375 PEACHTREE STREET STREET 2: SUITE 400 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4048150770 MAIL ADDRESS: STREET 1: 1375 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: EARTHLINK INC DATE OF NAME CHANGE: 20000208 FORMER COMPANY: FORMER CONFORMED NAME: WWW HOLDINGS INC DATE OF NAME CHANGE: 20000104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TriOaks Capital Management L.P. CENTRAL INDEX KEY: 0001557664 IRS NUMBER: 352430403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-642-6900 MAIL ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 j123140sc13ga1.htm AMENDMENT NO. 1 j123140sc13ga1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
 
EarthLink Holdings Corp
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
 
 
27033X101
 
 
 
(CUSIP Number)
 
 
October 6, 2014
(Date of Event Which Requires Filing of This Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   
x
Rule 13d-1(b)
   
 
  
   
o
Rule 13d-1(c)
   
 
  
   
o
Rule 13d-1(d)


*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 the disclosures provided in a prior cover page.

The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
Page 1 of 11 pages
 
 
CUSIP No.  27033X101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TriOaks Capital Management L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)o
(b)o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON (see instructions)
 
IA
 
 
Page 2 of 11 pages
 
 
CUSIP No.  27033X101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TriOaks GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)o
(b)o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON (see instructions)
 
HC
 
 
Page 3 of 11 pages
 
 
CUSIP No.  27033X101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Podmate Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)o
(b)o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON (see instructions)
 
HC
 
 
Page 4 of 11 pages
 
 
CUSIP No.  27033X101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Podmate GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)o
(b)o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON (see instructions)
 
HC
 
 
Page 5 of 11 pages
 
 
CUSIP No.  27033X101
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Jeffrey Jon Berney
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)o
(b)o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
US Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
12
TYPE OF REPORTING PERSON (see instructions)
 
IN, HC
 
 
Page 6 of 11 pages
 
 
Item 1(a).
Name of Issuer:
 
Earthlink Holdings Corp
 
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
1375 Peachtree Street
Atlanta, GA 30309
 
 
Item 2(a).
Name of Person Filing:
 
TriOaks Capital Management L.P.
TriOaks GP LLC
Podmate Management LP
Podmate GP LLC
Jeffrey Jon Berney
 
  
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
c/o TriOaks Capital Management L.P.
 
1 Pierrepont Plaza
12th Floor
Brooklyn, NY 11201
 
 
Item 2(c).
Citizenship:
 
TriOaks Capital Management L.P. – Delaware
TriOaks GP LLC – Delaware
Podmate Management LP – Delaware
Podmate GP LLC – Delaware
Jeffrey Jon Berney – U.S. Citizen
 
Item 2(d).
Title of Class of Securities:
 
Common Stock
 
 
Item 2(e).
CUSIP Number:
27033X101
 
 
Page 7 of 11 pages
 
 
Item 3.
If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
o
Broker or dealer registered under Section 15 of the Act;
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act;
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
x
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
 
(j)
o
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
 
(k)
o
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount Beneficially Owned:

0
 
  
 
(b)
Percent of Class:
 
0.0%
 
  
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:
 
0
 
 
 
 
(ii)
shared power to vote or to direct the vote:
 
0
 
 
 
 
(iii)
sole power to dispose or to direct the disposition of:
 
0
 
 
 
 
(iv)
shared power to dispose or to direct the disposition of:
 
0
 
 
 
 
Page 8 of 11 pages
 
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x .
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
 
Not applicable.
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
 
Not applicable.
 
 
Item 8.
Identification and Classification of Members of the Group.
 
 
 
Not applicable.
 
 
Item 9.
Notice of Dissolution of Group.
 
 
Not applicable.
 
 
Item 10.
Certification.
 
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being.
 
 
Page 9 of 11 pages
 
 
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:  December 12, 2014
 


TRIOAKS CAPITAL MANAGEMENT, L.P.
 

 
By:
/s/Jeffrey Jon Berney
 
Jeffrey Jon Berney, Authorized Signatory
 
 
  
TRIOAKS GP LLC


 
By: /s/Jeffrey Jon Berney
 
Jeffrey Jon Berney, Authorized Signatory
 


PODMATE MANAGEMENT LP

 
 
By: /s/Jeffrey Jon Berney
 
Jeffrey Jon Berney, Authorized Signatory

 

PODMATE GP LLC


 
By: /s/ Jeffrey Jon Berney
 
Jeffrey Jon Berney, Authorized Signatory

 
Jeffrey Jon Berney


 
/s/ Jeffrey Jon Berney
 
 
Page 10 of 11 pages
 
 
JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of EarthLink Holdings Corp. dated as of November __, 2014 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 
Dated:  December 12, 2014
 
 
 
TRIOAKS CAPITAL MANAGEMENT, L.P.
   
   
   
By: /s/Jeffrey Jon Berney
  Jeffrey Jon Berney, Authorized Signatory
   
   
   
TRIOAKS GP LLC
   
   
   
By: /s/Jeffrey Jon Berney
  Jeffrey Jon Berney, Authorized Signatory
   
   
   
PODMATE MANAGEMENT LP
   
   
   
By:
/s/Jeffrey Jon Berney
   Jeffrey Jon Berney, Authorized Signatory
   
   
PODMATE GP LLC
   
   
   
By: /s/Jeffrey Jon Berney
    Jeffrey Jon Berney, Authorized Signatory
   
   
   
Jeffrey Jon Berney
   
   
   
/s/ Jeffrey Jon Berney
 
 
 Page 11 of 11 pages