ABVT / AboveNet, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

AboveNet, Inc.
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to AboveNet, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
August 8, 2012 SC 13G/A

ABVT / AboveNet, Inc. / COLUMBIA WANGER ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 d390111dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* ABOVENET INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00374N107 (CUSIP Number) July 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to

July 20, 2012 424B3

Zayo Group, LLC

424B3 1 d373261d424b3.htm 424(B)(3) Table of Contents As filed pursuant to Rule 424(b)(3) Under the Securities Act of 1933 Registration No. 333-182643 PROSPECTUS $1,249,400,000 Zayo Group, LLC and Zayo Capital, Inc. Exchange Offer for All Outstanding $750,000,000 aggregate amount of 8.125% senior secured first-priority notes due 2020 (CUSIP Nos. 98919UAA5 and U98828AA1) for new 8.125% senior secur

July 13, 2012 15-12G

- FORM 15

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF THE DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-23269 ABOVENET, INC. (Exact name of registrant as specified

July 12, 2012 EX-3.1

CERTIFICATE OF FORMATION ZAYO GROUP, LLC

EX-3.1 2 d373261dex31.htm CERTIFICATE OF FORMATION OF ZAYO GROUP, LLC, AS AMENDED. Exhibit 3.1 CERTIFICATE OF FORMATION OF ZAYO GROUP, LLC The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory t

July 12, 2012 EX-99.2

Social Security Number Employer Identification Number

Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Exhibit 99.

July 12, 2012 EX-21.1

SUBSIDIARIES

List of Subsidiaries of Zayo Group, LLC Exhibit 21.1 SUBSIDIARIES Zayo Group, LLC, a Delaware limited liability company, directly or indirectly owns 100% of the ownership interest of each of the following entities: Jurisdiction Zayo Capital, Inc. Delaware FiberNet Telecom, Inc. Delaware Local Fiber, LLC New York American Fiber Systems Holding Corp. Delaware American Fiber Systems, Inc. Delaware 36

July 12, 2012 EX-25.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Statement of Eligibility of Trustee, The Bank of New York Mellon Trust Company Exhibit 25.

July 12, 2012 EX-99.3

NOTICE OF GUARANTEED DELIVERY Zayo Group, LLC Zayo Capital, Inc. Exchange Offer for All Outstanding $750,000,000 aggregate amount of 8.125% senior secured first-priority notes due 2020 (CUSIP Nos. 98919UAA5 and U98828AA1) for new 8.125% senior secure

Form of Notice of Guaranteed Delivery. Exhibit 99.3 NOTICE OF GUARANTEED DELIVERY $1,249,400,000 Zayo Group, LLC and Zayo Capital, Inc. Exchange Offer for All Outstanding $750,000,000 aggregate amount of 8.125% senior secured first-priority notes due 2020 (CUSIP Nos. 98919UAA5 and U98828AA1) for new 8.125% senior secured first-priority notes due 2020 that have been registered under the Securities

July 12, 2012 EX-99.4

LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, AND OTHER NOMINEES Zayo Group, LLC Zayo Capital, Inc. Exchange Offer for All Outstanding $750,000,000 aggregate amount of 8.125% senior secured first-priority notes due 2020 (CUSIP Nos. 9

EX-99.4 16 d373261dex994.htm FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER Exhibit 99.4 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, AND OTHER NOMINEES $1,249,400,000 Zayo Group, LLC and Zayo Capital, Inc. Exchange Offer for All Outstanding $750,000,000 aggregate amount of 8.125% senior secured first-priority notes due 2020 (CUSIP Nos. 98919UAA5

July 12, 2012 EX-99.5

LETTER TO CLIENTS Zayo Group, LLC Zayo Capital, Inc. Exchange Offer for All Outstanding $750,000,000 aggregate amount of 8.125% senior secured first-priority notes due 2020 (CUSIP Nos. 98919UAA5 and U98828AA1) for new 8.125% senior secured first-prio

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks Exhibit 99.

July 12, 2012 EX-25.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Statement of Eligibility of Trustee, The Bank of New York Mellon Trust Company Exhibit 25.

July 12, 2012 S-4

- FORM S-4

Form S-4 Table of Contents As filed with the Securities and Exchange Commission on July 12, 2012 Registration No.

July 12, 2012 EX-12.1

Zayo Group, LLC Ratio of Earnings to Fixed Charges (dollars in thousands) Year ended June 30, Nine months ended March 31, 2012 2008 2009 2010 2011 Calculation of Earnings Pre-Tax Income From Continuing Operations $ (4,103 ) $ (11,923 ) $ (9,222 ) $ 7

Statement of Computation of Ratio of Earnings to Fixed Charges Exhibit 12.1 Zayo Group, LLC Ratio of Earnings to Fixed Charges (dollars in thousands) Year ended June 30, Nine months ended March 31, 2012 2008 2009 2010 2011 Calculation of Earnings Pre-Tax Income From Continuing Operations $ (4,103 ) $ (11,923 ) $ (9,222 ) $ 7,548 $ 18,192 Fixed Charges 7,678 17,117 22,396 38,211 39,338 Pre-Tax Inco

July 12, 2012 EX-99.1

LETTER OF TRANSMITTAL Zayo Group, LLC Zayo Capital, Inc. Exchange Offer for All Outstanding $750,000,000 aggregate amount of 8.125% senior secured first-priority notes due 2020 (CUSIP Nos. 98919UAA5 and U98828AA1) for new 8.125% senior secured first-

Form of Letter of Transmittal. Exhibit 99.1 LETTER OF TRANSMITTAL $1,249,400,000 Zayo Group, LLC and Zayo Capital, Inc. Exchange Offer for All Outstanding $750,000,000 aggregate amount of 8.125% senior secured first-priority notes due 2020 (CUSIP Nos. 98919UAA5 and U98828AA1) for new 8.125% senior secured first-priority notes due 2020 that have been registered under the Securities Act of 1933 and

July 3, 2012 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 16, 2012, pursuant to the provisions of Rule 12d2-2 (a).

July 2, 2012 EX-99.1

ZAYO GROUP COMPLETES ACQUISITION OF ABOVENET Combination Creates Leading Pure-Play Bandwidth Infrastructure Provider

Press Release Exhibit 99.1 ZAYO GROUP COMPLETES ACQUISITION OF ABOVENET Combination Creates Leading Pure-Play Bandwidth Infrastructure Provider LOUISVILLE, CO – July 2, 2012 – Zayo Group, LLC announced today that it has completed its previously announced acquisition of AboveNet, Inc. (NYSE: ABVT), a national provider of fiber-based Bandwidth Infrastructure services. The combined company will opera

July 2, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on July 2, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 2, 2012 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d376031d8k.htm FORM 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): July 2, 2012 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorpor

July 2, 2012 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ABOVENET, INC. ARTICLE I NAME OF CORPORATION

EX-3.1 2 d376031dex31.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABOVENET, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABOVENET, INC. ARTICLE I NAME OF CORPORATION The name of the Corporation (the “Corporation”) is: AboveNet, Inc. ARTICLE II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is Corporation Trus

July 2, 2012 EX-3.2

AMENDED AND RESTATED BYLAWS ABOVENET, INC. (as of July 2, 2012) ARTICLE I

Amended and Restated Bylaws of AboveNet, Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ABOVENET, INC. (as of July 2, 2012) ARTICLE I OFFICES Section 1.1 Registered Office. AboveNet, Inc. (the “Corporation”) shall maintain its registered office in the State of Delaware at Corporation Trust Center, 1209 Orange St, in the City of Wilmington, County of New Castle and the name of its registered agent

July 2, 2012 POS AM

- POS AM

POS AM 1 v316922posam.htm POS AM As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. 333-86913 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ABOVENET, INC. (Exact name of registrant as specified in its charter) Delaware 11-3168327 (State or

July 2, 2012 S-8 POS

- S-8 POS

S-8 POS 1 v316918s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. 333-86897 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ABOVENET, INC. (Exact name of registrant as specified in its charter) Delaware 11-3168327 (State o

July 2, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on July 2, 2012 Registration No.

July 2, 2012 POSASR

- POSASR

As filed with the Securities and Exchange Commission on July 2, 2012 Registration No.

July 2, 2012 POS AM

- POS AM

As filed with the Securities and Exchange Commission on July 2, 2012 Registration No.

July 2, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on July 2, 2012 Registration No.

July 2, 2012 S-8 POS

- S-8 POS

S-8 POS 1 v316907s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. 333-175945 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ABOVENET, INC. (Exact name of registrant as specified in its charter) Delaware 11-3168327 (State

July 2, 2012 POS AM

- POS AM

As filed with the Securities and Exchange Commission on July 2, 2012 Registration No.

July 2, 2012 POS AM

- POS AM

As filed with the Securities and Exchange Commission on July 2, 2012 Registration No.

July 2, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on July 2, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 2, 2012 S-8 POS

- S-8 POS

S-8 POS 1 v316917s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. 333-55596 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ABOVENET, INC. (Exact name of registrant as specified in its charter) Delaware 11-3168327 (State o

July 2, 2012 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on July 2, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 15, 2012 CORRESP

-

June 15, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance - Mail Stop 3720 100 F.

June 5, 2012 EX-99.1

AboveNet Announces Stockholder Approval of Merger Agreement with Zayo Group

Company Contact: For Zayo media inquiries, please contact: Jaymie Scotto & Associates AboveNet, Inc.

June 5, 2012 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): June 5, 2012 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Number

May 30, 2012 CORRESP

-

May 30, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance - Mail Stop 3720 100 F.

May 17, 2012 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

May 10, 2012 SC 13G/A

ABVT / AboveNet, Inc. / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

abov12a4.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 00374N107 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* AboveNet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) April 30, 2012 (Date of Event Wh

May 9, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): May 9, 2012 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Number)

May 9, 2012 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specified

May 9, 2012 EX-99.1

AboveNet Reports First Quarter 2012 Adjusted EBITDA of $58.5 Million on Revenue of $127.7 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Jeffrey Garte Jody Burfening Vice President, Finance 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Reports First Quarter 2012 Adjusted EBITDA of $58.5 Million on Revenue of $127.7 Million White Plains, N.Y., May 9, 2012 — AboveNet, Inc. (NYSE: ABVT), a leading provider of high bandwidth

May 3, 2012 DEFM14A

- DEFINITIVE PROXY STATEMENT RELATING TO A MERGER OR AN ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement. o Confidential, for Use of the Commission Only (as permitted by R

May 3, 2012 8-K

Financial Statements and Exhibits, Other Events - 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): May 3, 2012 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Number)

May 3, 2012 EX-99.1

AboveNet Announces Record and Meeting Dates for Special Shareholders’ Meeting

Company Contact: Investor Contact: AboveNet, Inc. LHA Jeffrey Garte Jody Burfening Vice President, Finance 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Announces Record and Meeting Dates for Special Shareholders’ Meeting WHITE PLAINS, NY, May 3, 2012— AboveNet, Inc. (NYSE: ABVT) announced today that its Board of Directors has established a record date and meeting date fo

May 3, 2012 EX-99.1

AboveNet Announces Record and Meeting Dates for Special Shareholders’ Meeting

Company Contact: Investor Contact: AboveNet, Inc. LHA Jeffrey Garte Jody Burfening Vice President, Finance 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Announces Record and Meeting Dates for Special Shareholders’ Meeting WHITE PLAINS, NY, May 3, 2012— AboveNet, Inc. (NYSE: ABVT) announced today that its Board of Directors has established a record date and meeting date fo

May 3, 2012 DEFA14A

- 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): May 3, 2012 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Number)

April 18, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 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): April 18, 2012 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numb

April 18, 2012 EX-99.1

AboveNet Announces Expiration of “Go-Shop” Period

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Jeffrey Garte Jody Burfening Vice President, Finance 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Announces Expiration of “Go-Shop” Period White Plains, N.Y., April 18, 2012 — AboveNet, Inc. (NYSE: ABVT) (“AboveNet”) today announced the expiration of the 30-day “go-shop” period pursuant

April 18, 2012 EX-99.1

AboveNet Announces Expiration of “Go-Shop” Period

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Jeffrey Garte Jody Burfening Vice President, Finance 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Announces Expiration of “Go-Shop” Period White Plains, N.Y., April 18, 2012 — AboveNet, Inc. (NYSE: ABVT) (“AboveNet”) today announced the expiration of the 30-day “go-shop” period pursuant

April 18, 2012 DEFA14A

- FORM 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): April 18, 2012 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numb

April 13, 2012 PREM14A

- PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement. ¨ Confidential, for Use of the Commission Only (as permitted by R

March 22, 2012 EX-99.2

EXHIBIT 2

Transactions in the Shares effected in the past 60 days. EXHIBIT 2 Exhibit 2 (“Prior Exhibit 2”) to the Issuer Schedule 13D/A filed on February 23, 2012 by the Reporting Persons is incorporated herein by reference. Together with Prior Exhibit 2, the following table sets forth all transactions with respect to Shares effected since December 23, 2011, by the Reporting Persons on behalf of the Corvex

March 22, 2012 SC 13D/A

ABVT / AboveNet, Inc. / Corvex Management LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ABOVENET, INC. (Name of issuer) Common Stock, par value $0.01 per share (Title of class of securities) 00374N107 (CUSIP number) Keith Meister Corvex Management LP 712 Fifth Avenue, 23rd Floor New York, New York 10019 (212) 474-6700 (Name, addres

March 20, 2012 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

March 19, 2012 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits - FORM 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): March 18, 2012 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numb

March 19, 2012 8-A12G/A

- 8-A12G/A

8-A12G/A 1 v3064448a12ga.htm 8-A12G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction (Commission

March 19, 2012 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among: Zayo Group, LLC, a Delaware limited liability company; Voila Sub, Inc., aDelaware corporation; and AboveNet, Inc., aDelaware corporation Dated as of March 18, 2012 Table Of Contents

EX-2.1 2 v306443ex2-1.htm EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among: Zayo Group, LLC, a Delaware limited liability company; Voila Sub, Inc., aDelaware corporation; and AboveNet, Inc., aDelaware corporation Dated as of March 18, 2012 Table Of Contents Page article 1. DESCRIPTION OF TRANSACTION 1 1.1 The Merger 1 1.2 Effects of the Merger 1 1.3 Closing; Effective Time o

March 19, 2012 EX-4.6

SECOND AMENDMENT TO THE RIGHTS AGREEMENT

SECOND AMENDMENT TO THE RIGHTS AGREEMENT This SECOND AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 18, 2012 (this “Amendment”), to the Amended and Restated Rights Agreement, dated as of August 3, 2009, as amended as of January 26, 2010 (the “Rights Agreement”) between AboveNet, Inc.

March 19, 2012 EX-4.6

SECOND AMENDMENT TO THE RIGHTS AGREEMENT

EX-4.6 3 v306443ex4-6.htm EXHIBIT 4.6 SECOND AMENDMENT TO THE RIGHTS AGREEMENT This SECOND AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 18, 2012 (this “Amendment”), to the Amended and Restated Rights Agreement, dated as of August 3, 2009, as amended as of January 26, 2010 (the “Rights Agreement”) between AboveNet, Inc. (the “Company”) and American Stock Transfer & Trus

March 19, 2012 DEFA14A

- FORM 8-K

DEFA14A 1 v3064438k.htm FORM 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): March 18, 2012 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of inc

March 19, 2012 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among: Zayo Group, LLC, a Delaware limited liability company; Voila Sub, Inc., aDelaware corporation; and AboveNet, Inc., aDelaware corporation Dated as of March 18, 2012 Table Of Contents

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among: Zayo Group, LLC, a Delaware limited liability company; Voila Sub, Inc.

March 19, 2012 EX-99.1

Zayo GROUP to acquire Abovenet Combination Will Create A Leading Pure-Play Bandwidth Infrastructure Provider

EX-99.1 4 v306443ex99-1.htm EXHIBIT 99.1 Zayo GROUP to acquire Abovenet Combination Will Create A Leading Pure-Play Bandwidth Infrastructure Provider LOUISVILLE, CO and WHITE PLAINS, NY – March 19, 2012 – Zayo Group, LLC and AboveNet, Inc. (NYSE: ABVT) today announced that their boards of directors have approved a definitive agreement under which Zayo will acquire AboveNet for approximately $2.2 b

March 19, 2012 EX-99.1

Zayo GROUP to acquire Abovenet Combination Will Create A Leading Pure-Play Bandwidth Infrastructure Provider

Zayo GROUP to acquire Abovenet Combination Will Create A Leading Pure-Play Bandwidth Infrastructure Provider LOUISVILLE, CO and WHITE PLAINS, NY – March 19, 2012 – Zayo Group, LLC and AboveNet, Inc.

March 19, 2012 EX-4.6

SECOND AMENDMENT TO THE RIGHTS AGREEMENT

SECOND AMENDMENT TO THE RIGHTS AGREEMENT This SECOND AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 18, 2012 (this “Amendment”), to the Amended and Restated Rights Agreement, dated as of August 3, 2009, as amended as of January 26, 2010 (the “Rights Agreement”) between AboveNet, Inc.

March 19, 2012 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

February 29, 2012 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specified in It

February 29, 2012 EX-10.78

ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.78 ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT AboveNet, Inc. (“Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each Restricted Stock Unit (“Restricted Stock Unit” or “RSU”) representing the right to receive one share of common stock of the Company, par value $0.01 per share (“Stock”), in accordance with and subject to the terms and res

February 29, 2012 EX-10.75

ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.75 ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT AboveNet, Inc. (“Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each Restricted Stock Unit (“Restricted Stock Unit” or “RSU”) representing the right to receive one share of common stock of the Company, par value $0.01 per share (“Stock”), in accordance with and subject to the terms and res

February 29, 2012 EX-10.80

ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.80 ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT AboveNet, Inc. (“Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each Restricted Stock Unit (“Restricted Stock Unit” or “RSU”) representing the right to receive one share of common stock of the Company, par value $0.01 per share (“Stock”), in accordance with and subject to the terms and res

February 29, 2012 EX-10.81

SUMMARY OF THE 2012 BONUS PLAN

Exhibit 10.81 SUMMARY OF THE 2012 BONUS PLAN A bonus pool has been set for achievement of various levels of 2012 consolidated adjusted EBITDA set by the Compensation Committee. The Compensation Committee will use the bonus pool target levels, as set forth in the table below, as guidelines in determining the amount of each bonus, if any, to be paid to our named executive officers for 2012 performan

February 29, 2012 EX-10.77

ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.77 ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT AboveNet, Inc. (“Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each Restricted Stock Unit (“Restricted Stock Unit” or “RSU”) representing the right to receive one share of common stock of the Company, par value $0.01 per share (“Stock”), in accordance with and subject to the terms and res

February 29, 2012 EX-10.82

LEASE MODIFICATION AND EXTENSION AGREEMENT

Exhibit 10.82 LEASE MODIFICATION AND EXTENSION AGREEMENT This Lease Modification and Extension Agreement (“Agreement”), dated as of September 14, 2009, between 60 HUDSON OWNER LLC (successor to Hudson Telegraph Associates, L.P., formerly known as Hudson Telegraph Associates), a Delaware limited liability company, having an office c/o FirstService Williams LLC, 380 Madison Avenue, New York, New Yor

February 29, 2012 EX-21.1

SUBSIDIARIES

EXHIBIT 21.1 SUBSIDIARIES AboveNet, Inc., a Delaware corporation, directly or indirectly owns 100% of the ownership interests of each of the following entities: Jurisdiction 1. AboveNet Communications, Inc. Delaware 2. AboveNet International, Inc. Delaware 3. AboveNet Canada, Inc. Canada 4. AboveNet of VA, L.L.C. Virginia 5. AboveNet of Utah, L.L.C. Delaware 6. MFN Japan KK Japan 7. AboveNet Commu

February 29, 2012 EX-10.79

ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.79 ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT AboveNet, Inc. (“Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each Restricted Stock Unit (“Restricted Stock Unit” or “RSU”) representing the right to receive one share of common stock of the Company, par value $0.01 per share (“Stock”), in accordance with and subject to the terms and res

February 29, 2012 EX-10.76

ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.76 ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT AboveNet, Inc. (“Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each Restricted Stock Unit (“Restricted Stock Unit” or “RSU”) representing the right to receive one share of common stock of the Company, par value $0.01 per share (“Stock”), in accordance with and subject to the terms and res

February 28, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 28, 2012 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File N

February 28, 2012 EX-99.2

High Bandwidth Connectivity Solutions High Bandwidth Connectivity Solutions AboveNet, Inc. Fourth Quarter 2011 Earnings Conference Call February 28, 2012 Bill LaPerch, President & CEO Joe Ciavarella, SVP & CFO

High Bandwidth Connectivity Solutions High Bandwidth Connectivity Solutions AboveNet, Inc.

February 28, 2012 EX-99.1

AboveNet Reports Fourth Quarter 2011 Adjusted EBITDA of $55.9 Million on Revenue of $121.6 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Jeffrey Garte Jody Burfening Vice President, Finance 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Reports Fourth Quarter 2011 Adjusted EBITDA of $55.9 Million on Revenue of $121.6 Million White Plains, N.Y., February 28, 2012 — AboveNet, Inc. (NYSE: ABVT), a leading provider of high ban

February 23, 2012 SC 13D/A

ABVT / AboveNet, Inc. / Corvex Management LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 ABOVENET, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) Keith Meister Corvex Management LP 712 Fifth Avenue, 23rd Floor New York, New York 10019 (212) 474-6700 (Name, Address and Tel

February 23, 2012 DFAN14A

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  Filed by a Party other than the Registrantx Check the appropriate box:  Preliminary Proxy Statement  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  Definiti

February 14, 2012 SC 13G/A

ABVT / AboveNet, Inc. / York Capital Management Global Advisors, LLC - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2012 SC 13G

ABVT / AboveNet, Inc. / TA X, L.P. - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AboveNet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

February 13, 2012 EX-99.1

EXHIBIT 99.1 - JOINT FILING AGREEMENT

EX-99.1 2 d297073dex991.htm JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therei

February 13, 2012 SC 13G/A

ABVT / AboveNet, Inc. / COLUMBIA WANGER ASSET MANAGEMENT LLC - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* ABOVENET INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00374N107 (CUSIP Number) December 31, 2011 (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 Ru

February 6, 2012 SC 13G/A

ABVT / AboveNet, Inc. / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

SC 13G/A 1 abov11a3.htm CUSIP NO. 00374N107 13G Page 1 of 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* AboveNet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this St

December 8, 2011 EX-99.1

AboveNet Announces $200 Million Share Repurchase Program

EXHIBIT 99.1 Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc. Jeffrey Garte Jody Burfening Vice President, Finance 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Announces $200 Million Share Repurchase Program WHITE PLAINS, NY, December 8, 2011 – AboveNet, Inc. (NYSE: ABVT), a leading provider of high bandwidth connectivity solutions,

December 8, 2011 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): December 7, 2011 AboveNet, Inc. (

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): December 7, 2011 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Nu

December 7, 2011 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): December 1, 2011 AboveNet, Inc. (

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): December 1, 2011 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Nu

December 7, 2011 EX-3.(II)

AMENDED AND RESTATED BYLAWS AboveNet, Inc. (as of December 1, 2011) ARTICLE I

EXHIBIT 3(ii) AMENDED AND RESTATED BYLAWS OF AboveNet, Inc. (as of December 1, 2011) ARTICLE I OFFICES Section 1. Principal Office. The principal office of AboveNet, Inc. (the "Corporation") shall be located at 360 Hamilton Avenue, White Plains, NY 10601 or at such other location as shall be designated by the board of directors of the Corporation (the "Board of Directors"). Section 2. Other Office

December 6, 2011 EX-10.2

SECOND AMENDMENT EMPLOYMENT AGREEMENT

EXHIBIT 10.2 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to the Employment Agreement, effective as of September 2, 2008 and amended as of January 25, 2011, (the “Employment Agreement”), by and between AboveNet, Inc. (the “Company”) and Rajiv Datta (the “Employee”) is effective as of November 30, 2011 (this “Second Amendment”). WHEREAS, the Company and the Employee are parties to

December 6, 2011 EX-10.4

SECOND AMENDMENT EMPLOYMENT AGREEMENT

EXHIBIT 10.4 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to the Employment Agreement, effective as of September 2, 2008 and amended as of January 25, 2011, (the “Employment Agreement”), by and between AboveNet, Inc. (the “Company”) and Robert Sokota (the “Employee”) is effective as of November 30, 2011 (this “Second Amendment”). WHEREAS, the Company and the Employee are parties

December 6, 2011 EX-10.1

SECOND AMENDMENT EMPLOYMENT AGREEMENT

EX-10.1 2 v242441ex10-1.htm EMPLOYMENT AGREEMENT EXHIBIT 10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to the Employment Agreement, effective as of September 2, 2008 and amended as of January 25, 2011, (the “Employment Agreement”), by and between AboveNet, Inc. (the “Company”) and William G. LaPerch (the “Employee”) is effective as of November 30, 2011 (this “Second Amendment

December 6, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 30, 2011 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File N

December 6, 2011 EX-10.3

SECOND AMENDMENT EMPLOYMENT AGREEMENT

EX-10.3 4 v242441ex10-3.htm EMPLOYMENT AGREEMENT EXHIBIT 10.3 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to the Employment Agreement, effective as of October 27, 2008 and amended as of January 25, 2011, (the “Employment Agreement”), by and between AboveNet, Inc. (the “Company”) and Joseph P. Ciavarella (the “Employee”) is effective as of November 30, 2011 (this “Second Amendmen

December 1, 2011 EX-99.2

DATE AMOUNT PRICE PER OF OF SHARE/PREMIUM NATURE OF TRANSACTION TRANSACTION SECURITIES PER OPTION Open Market Purchase of Shares 10/3/2011 5,000 $ 52.03 Open Market Purchase of Shares 10/3/2011 5,700 $ 52.47 Open Market Purchase of Shares 10/3/2011 1

Exhibit 2 EXHIBIT 2 The following table sets forth all transactions with respect to Shares effected since October 1, 2011, by the Reporting Persons on behalf of the Corvex Funds in respect of the Shares, inclusive of any transactions effected through 4:00 p.

December 1, 2011 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____)* ABOVENET, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ABOVENET, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) Keith Meister Corvex Management LP 712 Fifth Avenue, 23rd Floor New York, New York 10019 (212) 474-6700 (Name, Address and Tele

December 1, 2011 EX-99.1

CUSIP No. 00374N107 AGREEMENT JOINT FILING OF SCHEDULE 13D

EX-99.1 2 c25417exv99w1.htm EXHIBIT 1 CUSIP No. 00374N107 EXHIBIT 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of AboveNet, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of

November 16, 2011 S-8

As filed with the Securities and Exchange Commission on November 16, 2011

As filed with the Securities and Exchange Commission on November 16, 2011 Registration No.

November 8, 2011 EX-10.1

EMPLOYMENT AGREEMENT

EXHIBIT 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, effective as of July 25, 2011 (the ?Effective Date?), by and between AboveNet, Inc. (the "Company"), a Delaware corporation having its principal offices at 360 Hamilton Avenue, White Plains, New York 10601 and Nicholas Ridolfi, residing at 370 East 76th Street, Apt. C502, New York, NY 10021 (the "Employee"). W I T N E S S E T H: WHEREAS, the

November 8, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specif

November 3, 2011 EX-99.1

AboveNet Reports Third Quarter 2011 Adjusted EBITDA of $56.4 Million on Revenue of $118.2 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Jeffrey Garte Jody Burfening Vice President, Finance 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Reports Third Quarter 2011 Adjusted EBITDA of $56.4 Million on Revenue of $118.2 Million White Plains, N.Y., November 3, 2011 — AboveNet, Inc. (NYSE: ABVT), a leading provider of high bandw

November 3, 2011 EX-99.2

Financial Review

AboveNet, Inc. Third Quarter 2011 Earnings Conference Call November 3, 2011 Bill LaPerch, President & CEO Joe Ciavarella, SVP & CFO Safe Harbor Statement Statements made in this presentation that are not historical in nature constitute forward -looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. We cannot assure you that the

November 3, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 3, 2011 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Nu

August 9, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specified i

August 9, 2011 EX-10.3

Summary of Amendment to John Jacquay Employment Agreement

EXHIBIT 10.3 Summary of Amendment to John Jacquay Employment Agreement On April 27, 2011, AboveNet, Inc. (the “Company”) and John Jacquay, the Company’s (former) Senior Vice President for Sales and Marketing, agreed that Mr. Jacquay would resign from his position as Senior Vice President of Sales and Marketing as of July 15, 2011. Mr. Jacquay will continue to be employed by the Company and will pr

August 9, 2011 EX-10.4

FOURTH AMENDMENT OF LEASE

EXHIBIT 10.4 FOURTH AMENDMENT OF LEASE THIS FOURTH AMENDMENT OF LEASE (this “Agreement”) dated as of June 24, 2011 (this “Agreement”), by and between ONE CITY BLOCK LLC, a Delaware limited liability company, having an address c/o Google Inc., 1600 Amphitheatre Parkway, Mountain View, California 94043 (“Landlord”), and ABOVENET COMMUNICATIONS, INC., a Delaware corporation with an address at 360 Ham

August 5, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2011 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numb

August 5, 2011 EX-99.2

AboveNet, Inc.

AboveNet, Inc. Second Quarter 2011 Earnings Conference Call August 5, 2011 Bill LaPerch, President & CEO Joe Ciavarella, SVP & CFO High Bandwidth Connectivity Solutions Safe Harbor Statement Statements made in this presentation that are not historical in nature constitute forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of

August 5, 2011 EX-99.1

AboveNet Reports Second Quarter 2011 Adjusted EBITDA of $54.0 Million on Revenue of $118.3 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Jeffrey Garte Jody Burfening Vice President, Finance 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Reports Second Quarter 2011 Adjusted EBITDA of $54.0 Million on Revenue of $118.3 Million White Plains, N.Y., August 5, 2011 — AboveNet, Inc. (NYSE: ABVT), a leading provider of high bandwi

August 2, 2011 S-8

As filed with the Securities and Exchange Commission on August 2, 2011

As filed with the Securities and Exchange Commission on August 2, 2011 Registration No.

August 2, 2011 EX-4.8

ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT

EXHIBIT 4.8 ABOVENET, INC. RESTRICTED STOCK UNIT AGREEMENT AboveNet, Inc. (“Company”) hereby grants to the Participant named below a Restricted Stock Unit award (“Award”), each Restricted Stock Unit (“Restricted Stock Unit” or “RSU”) representing the right to receive one share of common stock of the Company, par value $0.01 per share (“Stock”), in accordance with and subject to the terms and restr

June 27, 2011 EX-10.1

ABOVENET, INC. 2011 EQUITY INCENTIVE PLAN

EXHIBIT 10.1 ABOVENET, INC. 2011 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the AboveNet, Inc. 2011 Equity Incentive Plan (the “Plan”) is to aid AboveNet, Inc., a Delaware corporation (the “Company”), in attracting, retaining, motivating and rewarding employees and non-employee directors of, and consultants to, the Company or its subsidiaries, to provide for equitable and competitive compens

June 27, 2011 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): June 23, 2011 AboveNet, Inc. (Exa

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): June 23, 2011 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numbe

May 17, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 AboveNet, Inc. ABOVENET, INC. 360 Hamilton Avenue White Plains, New York

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

May 9, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specified

May 9, 2011 EX-10.9

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

EXHIBIT 10.9 FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT is dated as of March 28, 2011 (this “Amendment”) by and among AboveNet, Inc., a Delaware corporation (“AboveNet”), AboveNet Communications, Inc., a Delaware corporation (“ACI”), AboveNet of Utah, L.L.C., a Delaware limited liability company (“AboveNet Utah”), AboveNet of VA, L.L.C., a Virg

May 5, 2011 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): May 5, 2011 AboveNet, Inc. (Exact

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): May 5, 2011 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Number)

May 5, 2011 EX-99.2

AboveNet, Inc.

AboveNet, Inc. First Quarter 2011 Earnings Conference Call May 5, 2011 Bill LaPerch, President & CEO Joe Ciavarella, SVP & CFO High Bandwidth Connectivity Solutions High Bandwidth Connectivity Solutions Safe Harbor Statement Statements made in this presentation that are not historical in nature constitute forward -looking statements within the meaning of the Safe Harbor Provisions of the Private S

May 5, 2011 EX-99.1

AboveNet Reports First Quarter 2011 Adjusted EBITDA of $51.5 Million on Revenue of $114.4 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Jeffrey Garte Jody Burfening Director, Corporate Development 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Reports First Quarter 2011 Adjusted EBITDA of $51.5 Million on Revenue of $114.4 Million White Plains, N.Y., May 5, 2011 — AboveNet, Inc. (NYSE: ABVT), a leading provider of high ba

May 3, 2011 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): April 27, 2011 AboveNet, Inc. (Ex

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): April 27, 2011 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numb

March 1, 2011 EX-10.43

STOCK UNIT AGREEMENT

EXHIBIT 10.43 STOCK UNIT AGREEMENT STOCK UNIT AGREEMENT (“Agreement”) effective as of December 3, 2009 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and Jeffrey Brodsky (the “Participant”). WHEREAS, the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock units under the AboveNet, Inc. 2

March 1, 2011 EX-10.47

STOCK UNIT AGREEMENT

EX-10.47 8 v212445ex10-47.htm EXHIBIT 10.47 STOCK UNIT AGREEMENT STOCK UNIT AGREEMENT (“Agreement”) effective as of December 3, 2009 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and Stuart Subotnick (the “Participant”). WHEREAS, the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock u

March 1, 2011 EX-10.52

STOCK UNIT AGREEMENT

EXHIBIT 10.52 STOCK UNIT AGREEMENT STOCK UNIT AGREEMENT (“Agreement”) effective as of December 20, 2010 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and Jeffrey Brodsky (the “Participant”). WHEREAS, the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock units under the AboveNet, Inc.

March 1, 2011 EX-10.66

SUMMARY OF THE 2011 BONUS PLAN

EX-10.66 16 v212445ex10-66.htm Exhibit 10.66 SUMMARY OF THE 2011 BONUS PLAN A bonus pool has been set for achievement of various levels of 2011 consolidated adjusted EBITDA set by the Compensation Committee. The target payouts (as a percentage of 2011 base compensation) and performance targets under the 2011 Bonus Plan for the bonus pool in which the named executive officers (other than Mr. Jacqua

March 1, 2011 EX-10.56

STOCK UNIT AGREEMENT

EXHIBIT 10.56 STOCK UNIT AGREEMENT STOCK UNIT AGREEMENT (“Agreement”) effective as of December 20, 2010 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and Stuart Subotnick (the “Participant”). WHEREAS, the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock units under the AboveNet, Inc.

March 1, 2011 EX-10.53

STOCK UNIT AGREEMENT

EX-10.53 12 v212445ex10-53.htm EXHIBIT 10.53 STOCK UNIT AGREEMENT STOCK UNIT AGREEMENT (“Agreement”) effective as of December 20, 2010 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and Michael Embler (the “Participant”). WHEREAS, the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock u

March 1, 2011 EX-10.14

WAIVER NO. 2 TO CREDIT AND GUARANTY AGREEMENT

EXHIBIT 10.14 WAIVER NO. 2 TO CREDIT AND GUARANTY AGREEMENT This WAIVER NO. 2 TO CREDIT AND GUARANTY AGREEMENT (this “Waiver”) dated as of November 18, 2010, is among AboveNet, Inc., a Delaware corporation (“AboveNet”), AboveNet Communications, Inc., a Delaware corporation, AboveNet of Utah, LLC, a Delaware limited liability company, AboveNet of VA, LLC, a Virginia limited liability company, and A

March 1, 2011 EX-10.54

STOCK UNIT AGREEMENT

EXHIBIT 10.54 STOCK UNIT AGREEMENT STOCK UNIT AGREEMENT (“Agreement”) effective as of December 20, 2010 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and Richard Postma (the “Participant”). WHEREAS, the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock units under the AboveNet, Inc. 2

March 1, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specified in It

March 1, 2011 EX-10.45

STOCK UNIT AGREEMENT

EXHIBIT 10.45 STOCK UNIT AGREEMENT STOCK UNIT AGREEMENT (“Agreement”) effective as of December 3, 2009 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and Richard Postma (the “Participant”). WHEREAS, the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock units under the AboveNet, Inc. 20

March 1, 2011 EX-10.44

STOCK UNIT AGREEMENT

EX-10.44 5 v212445ex10-44.htm EXHIBIT 10.44 STOCK UNIT AGREEMENT STOCK UNIT AGREEMENT (“Agreement”) effective as of December 3, 2009 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and Michael Embler (the “Participant”). WHEREAS, the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock uni

March 1, 2011 EX-10.51

STOCK UNIT AGREEMENT

EXHIBIT 10.51 STOCK UNIT AGREEMENT STOCK UNIT AGREEMENT (“Agreement”) effective as of December 20, 2010 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and (the “Participant”). WHEREAS, the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock units under the AboveNet, Inc. 2008 Equity Ince

March 1, 2011 EX-10.55

STOCK UNIT AGREEMENT

EXHIBIT 10.55 STOCK UNIT AGREEMENT STOCK UNIT AGREEMENT (“Agreement”) effective as of December 20, 2010 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and Richard Shorten (the “Participant”). WHEREAS, the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock units under the AboveNet, Inc.

March 1, 2011 EX-21.1

SUBSIDIARIES

EXHIBIT 21.1 SUBSIDIARIES AboveNet, Inc., a Delaware corporation, directly or indirectly owns 100% of the ownership interests of each of the following entities: Jurisdiction 1. AboveNet Communications, Inc. Delaware 2. AboveNet International, Inc. Delaware 3. AboveNet Canada, Inc. Canada 4. AboveNet of VA, L.L.C. Virginia 5. AboveNet of Utah, L.L.C. Delaware 6. MFN Japan KK Japan 7. AboveNet Commu

March 1, 2011 EX-10.50

AboveNet, Inc. Common Stock Award Agreement

EX-10.50 9 v212445ex10-50.htm EXHIBIT 10.50 AboveNet, Inc. Common Stock Award Agreement This Award Agreement between (the “Participant”) and AboveNet, Inc. (the “Company”) is dated December 20, 2010. WHEREAS, the Company has declared a cash dividend (the “Dividend”) of $5.00 per share of Company common stock (the “Common Stock”) payable on December 27, 2010 to stockholders of record on December 6,

March 1, 2011 EX-10.46

STOCK UNIT AGREEMENT

EX-10.46 7 v212445ex10-46.htm EXHIBIT 10.46 STOCK UNIT AGREEMENT STOCK UNIT AGREEMENT (“Agreement”) effective as of December 3, 2009 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and Richard Shorten (the “Participant”). WHEREAS, the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock un

February 25, 2011 EX-99.2

EX-99.2

v212449ex99-2 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

February 25, 2011 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 25, 2011 AboveNet, Inc.

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 25, 2011 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File N

February 25, 2011 EX-99.1

AboveNet Reports Fourth Quarter 2010 Adjusted EBITDA of $47.3 Million on Revenue of $108.1 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Jeffrey Garte Jody Burfening Director, Corporate Development 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Reports Fourth Quarter 2010 Adjusted EBITDA of $47.3 Million on Revenue of $108.1 Million White Plains, N.Y., February 25, 2011 — AboveNet, Inc. (NYSE: ABVT), a leading provider of

February 14, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* AboveNet, Inc. (Name of Issuer) Common Shares, par value $.01 per share (Title of Class of Securities) (CU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 10, 2011 EX-99.1

EXHIBIT 99.1 — JOINT FILING AGREEMENT

EX-99.1 2 c62860bexv99w1.htm EX-99.1 Exhibit 99.1 EXHIBIT 99.1 — JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of

February 10, 2011 SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ABOVENET INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) (CUSIP Number) December 31, 2010 (Date of Ev

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ABOVENET INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00374N107 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: þ Rul

February 2, 2011 EX-10.1

REVOLVING CREDIT AGREEMENT dated as of January 28, 2011 ABOVENET, INC. ABOVENET COMMUNICATIONS, INC. ABOVENET OF UTAH, L.L.C. ABOVENET OF VA, L.L.C. ABOVENET INTERNATIONAL, INC. as Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO SUNTRUST BANK as

EXHIBIT 10.1 Execution Version REVOLVING CREDIT AGREEMENT dated as of January 28, 2011 among ABOVENET, INC. ABOVENET COMMUNICATIONS, INC. ABOVENET OF UTAH, L.L.C. ABOVENET OF VA, L.L.C. and ABOVENET INTERNATIONAL, INC. as Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent and JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA WELLS FARGO BANK, NATIONAL ASSO

February 2, 2011 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): January 28, 2011 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Nu

February 2, 2011 EX-10.2

GUARANTY AND SECURITY AGREEMENT dated as of January 28, 2011 by and among ABOVENET, INC., ABOVENET COMMUNICATIONS, INC., ABOVENET OF UTAH, L.L.C., ABOVENET OF VA, L.L.C. AND ABOVENET INTERNATIONAL, INC., as Borrowers, the other Grantors party hereto,

EXHIBIT 10.2 Execution Version GUARANTY AND SECURITY AGREEMENT dated as of January 28, 2011 by and among ABOVENET, INC., ABOVENET COMMUNICATIONS, INC., ABOVENET OF UTAH, L.L.C., ABOVENET OF VA, L.L.C. AND ABOVENET INTERNATIONAL, INC., as Borrowers, the other Grantors party hereto, and SUNTRUST BANK, as Administrative Agent TABLE OF CONTENTS SECTION 1. Defined Terms. 2 SECTION 2. Guaranty. 14 (a) G

January 28, 2011 EX-10.7

STOCK UNIT AGREEMENT

EXHIBIT 10.7 STOCK UNIT AGREEMENT STOCK UNIT AGREEMENT (“Agreement”) effective as of January 25, 2011 (“Grant Date”), by and between AboveNet, Inc. (the “Company”) and «FullName» (the “Participant”). WHEREAS, the Company believes it desirable that the Participant be provided additional incentive to advance the interests of the Company through a grant of stock units under the AboveNet, Inc. 2008 Eq

January 28, 2011 EX-10.1

FIRST AMENDMENT EMPLOYMENT AGREEMENT

EXHIBIT 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement, effective as of September 2, 2008 (the “Employment Agreement”), by and between AboveNet, Inc. (the “Company”) and William G. LaPerch (the “Employee”) is effective as of January 25, 2011 (this “Amendment”). WHEREAS, the Company and the Employee are parties to the Employment Agreement, whose term is sche

January 28, 2011 EX-99.1

AboveNet Names Rajiv Datta Chief Operating Officer

EXHIBIT 99.1 Contact Information Kristen Hyland AboveNet Public Relations (914) 993-1250 [email protected] AboveNet Names Rajiv Datta Chief Operating Officer WHITE PLAINS, N.Y., January 28, 2011 – AboveNet, Inc. (NYSE:ABVT), a leading provider of high bandwidth connectivity solutions, today announced the promotion of Rajiv Datta to Chief Operating Officer. In his new position, Mr. Datta continues

January 28, 2011 EX-10.4

FIRST AMENDMENT EMPLOYMENT AGREEMENT

EXHIBIT 10.4 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement, effective as of September 2, 2008 (the “Employment Agreement”), by and between AboveNet, Inc. (the “Company”) and John Jacquay (the “Employee”) is effective as of January 25, 2011 (this “Amendment”). WHEREAS, the Company and the Employee are parties to the Employment Agreement, whose term is scheduled

January 28, 2011 EX-10.3

FIRST AMENDMENT EMPLOYMENT AGREEMENT

EXHIBIT 10.3 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement, effective as of October 27, 2008 (the “Employment Agreement”), by and between AboveNet, Inc. (the “Company”) and Joseph P. Ciavarella (the “Employee”) is effective as of January 25, 2011 (this “Amendment”). WHEREAS, the Company and the Employee are parties to the Employment Agreement, whose term is sch

January 28, 2011 EX-10.6

FIRST AMENDMENT EMPLOYMENT AGREEMENT

EXHIBIT 10.6 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement, effective as of September 2, 2008 (the “Employment Agreement”), by and between AboveNet, Inc. (the “Company”) and Robert Sokota (the “Employee”) is effective as of January 25, 2011 (this “Amendment”). WHEREAS, the Company and the Employee are parties to the Employment Agreement, whose term is scheduled

January 28, 2011 EX-10.5

FIRST AMENDMENT EMPLOYMENT AGREEMENT

EXHIBIT 10.5 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement, effective as of September 2, 2008 (the “Employment Agreement”), by and between AboveNet, Inc. (the “Company”) and Douglas Jendras (the “Employee”) is effective as of January 25, 2011 (this “Amendment”). WHEREAS, the Company and the Employee are parties to the Employment Agreement, whose term is schedul

January 28, 2011 EX-10.2

FIRST AMENDMENT EMPLOYMENT AGREEMENT

EXHIBIT 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement, effective as of September 2, 2008 (the “Employment Agreement”), by and between AboveNet, Inc. (the “Company”) and Rajiv Datta (the “Employee”) is effective as of January 25, 2011 (this “Amendment”). WHEREAS, the Company and the Employee are parties to the Employment Agreement, whose term is scheduled t

January 28, 2011 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): January 25, 2011 AboveNet, Inc. (

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): January 25, 2011 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Nu

January 27, 2011 SC 13G/A

CUSIP NO. 00374N107 13G Page 1 of 8

CUSIP NO. 00374N107 13G Page 1 of 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* AboveNet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the approp

January 4, 2011 S-8

As filed with the Securities and Exchange Commission on January 4, 2011

As filed with the Securities and Exchange Commission on January 4, 2011 Registration No.

December 23, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 20, 2010 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File N

December 17, 2010 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) (1) (iii) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned agree that the Statement to which this Exhibit is attached is filed on behalf of each of them. Dated as of December 16, 2010 JWK ENTERPRISES LLC By: /s/ David A. Persing Signature David A. Persing, Manager Name/Title Trust created pursuant t

December 17, 2010 SC 13D/A

UNITED STATES

SC 13D/A 1 a10-238411sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ABOVENET, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) David A. Persing, Esq. President & Secretary JWK Enterprises LLC c/o Metromedia Comp

November 23, 2010 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): November 23, 2010 AboveNet, Inc.

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): November 23, 2010 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File N

November 23, 2010 EX-99.1

AboveNet Declares Special One-Time Cash Dividend of $5.00 Per Share

AboveNet Declares Special One-Time Cash Dividend of $5.00 Per Share - Company Receives Commitment for New $250 Million Revolving Credit Facility - - WHITE PLAINS, NY, November 23, 2010 – AboveNet, Inc. (NYSE: ABVT), a leading provider of high-bandwidth connectivity solutions, announced today that its Board of Directors has declared a special one-time cash dividend of $5.00 per share on its common

November 16, 2010 S-8

As filed with the Securities and Exchange Commission on November 15, 2010

As filed with the Securities and Exchange Commission on November 15, 2010 Registration No.

November 8, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specif

November 8, 2010 EX-10.1

ABOVENET, INC. AMENDED AND RESTATED 2010 EMPLOYEE STOCK PURCHASE PLAN (as of August 24, 2010)

EX-10.1 2 v200602ex10-1.htm EX-10.1 Exhibit 10.1 ABOVENET, INC. AMENDED AND RESTATED 2010 EMPLOYEE STOCK PURCHASE PLAN (as of August 24, 2010) 1. Purpose The AboveNet, Inc. Amended and Restated 2010 Employee Stock Purchase Plan (the “Plan”) is intended to provide a method whereby employees of AboveNet, Inc. (the “Company”) and its Designated Subsidiaries will have an opportunity to acquire a propr

November 4, 2010 EX-4.6

REGISTRATION RIGHTS AGREEMENT

EX-4.6 3 v200496ex4-6.htm Exhibit 4.6 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated as of March 1, 2004 (this “Agreement”), by and among AboveNet, Inc. (formerly Metromedia Fiber Network, Inc.), a Delaware corporation and its successors and assigns (the “Company”) and the security holders of the Company listed on Schedule I hereto (each a “Holder,” collecti

November 4, 2010 EX-4.7

Resale Registration Agreement

EX-4.7 4 v200496ex4-7.htm Exhibit 4.7 Resale Registration Agreement November 3, 2010 AboveNet, Inc. 360 Hamilton Avenue White Plains, New York 10601 Dear Sirs: Reference is made to the Registration Rights Agreement, dated as of March 1, 2004, by and among the AboveNet, Inc. (the “Company”) and the security holders listed on Schedule I thereto (the “March 2004 Agreement”), pursuant to which the Com

November 4, 2010 S-3ASR

As filed with the Securities and Exchange Commission on November 4, 2010

As filed with the Securities and Exchange Commission on November 4, 2010 Registration No.

November 4, 2010 EX-99.2

AboveNet, Inc. Third Quarter 2010 Earnings Conference Call November 4, 2010 Bill LaPerch, President & CEO Joe Ciavarella, SVP & CFO

High-Bandwidth Connectivity Solutions AboveNet, Inc. Third Quarter 2010 Earnings Conference Call November 4, 2010 Bill LaPerch, President & CEO Joe Ciavarella, SVP & CFO 2 Statements made in this presentation that are not historical in nature constitute forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. We cannot ass

November 4, 2010 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): November 4, 2010 AboveNet, Inc. (

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): November 4, 2010 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Nu

November 4, 2010 EX-99.1

AboveNet Reports Third Quarter 2010 Adjusted EBITDA of $47.2 Million on Revenue of $103.7 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Lloyd Jarkow Jody Burfening Vice President, Corporate Development 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Reports Third Quarter 2010 Adjusted EBITDA of $47.2 Million on Revenue of $103.7 Million White Plains, N.Y., November 4, 2010 — AboveNet, Inc. (NYSE: ABVT), a leading provider

August 19, 2010 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k) (1) (iii) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned agree that the Statement to which this Exhibit is attached is filed on behalf of each of them. Dated as of August 16, 2010 JWK ENTERPRISES LLC By: /s/ John W. Kluge Signature John W. Kluge, Manager Name/Title John W. Kluge, as Grantor, John

August 19, 2010 SC 13D/A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ABOVENET, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) David A. Persing, Esq. President & Secretary JWK Enterprises LLC c/o Metromedia Company 810 Seventh Avenue, 29th Floor, New Y

August 9, 2010 EX-3.1(A)

RESTATED CERTIFICATE OF INCORPORATION ABOVENET, INC.

Exhibit 3.1 (a) RESTATED CERTIFICATE OF INCORPORATION OF ABOVENET, INC. 1. The name of the Corporation is AboveNet, Inc (the “Corporation”). The original Certificate of Incorporation was filed on April 8, 1993 with the Delaware Secretary of State under the name of National Fiber Networks Inc. 2. This Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sectio

August 9, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specified i

August 9, 2010 EX-3.1(B)

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABOVENET, INC.

Exhibit 3.1 (b) CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABOVENET, INC. AboveNet, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: 1. The name of the Corporation is AboveNet, Inc. 2. The Amended and Restated Certificate of Incorporation of the

August 6, 2010 EX-99.1

AboveNet Reports Second Quarter 2010 Adjusted EBITDA of $45.7 Million on Revenue of $100.7 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Lloyd Jarkow Jody Burfening Vice President, Corporate Development 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Reports Second Quarter 2010 Adjusted EBITDA of $45.7 Million on Revenue of $100.7 Million White Plains, N.Y., August 6, 2010 — AboveNet, Inc. (NYSE: ABVT), a leading provider

August 6, 2010 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 6, 2010 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numb

August 6, 2010 EX-99.2

AboveNet, Inc. Second Quarter 2010 Earnings Conference Call August 6, 2010 Bill LaPerch, President & CEO Joe Ciavarella, SVP & CFO

High-Bandwidth Connectivity Solutions AboveNet, Inc. Second Quarter 2010 Earnings Conference Call August 6, 2010 Bill LaPerch, President & CEO Joe Ciavarella, SVP & CFO 2 Statements made in this presentation that are not historical in nature constitute forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. We cannot assu

August 3, 2010 S-8

As filed with the Securities and Exchange Commission on August 3, 2010 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 ABOVENET, INC. (Exact name

As filed with the Securities and Exchange Commission on August 3, 2010 Registration No.

July 15, 2010 CORRESP

July 15, 2010

July 15, 2010 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance - Mail Stop 3720 100 F.

June 28, 2010 8-K

Submission of Matters to a Vote of Security Holders

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): June 24, 2010 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numbe

June 17, 2010 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) AboveNet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) AboveNet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) Steven C. Davis Davis Wright Tremaine LLP 1300 SW Fifth Avenue, Suite 2300 Portland, OR 97201 (503) 778-5403 (Name, Address and

May 14, 2010 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 AboveNet, Inc. ABOVENET, INC. 360 Hamilton Avenue White Plains, New York

DEF 14A 1 v184540def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Ru

May 10, 2010 8-K

Financial Statements and Exhibits, Other Events

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): March 4, 2010 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction (Commission (IRS Employer of incorporati

May 10, 2010 EX-10.1

AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT

Exhibit 10.1 AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT (the “Amendment”) dated as of March 4, 2010, is among AboveNet, Inc., a Delaware corporation, AboveNet Communications, Inc., a Delaware corporation, AboveNet of Utah, LLC, a Delaware limited liability company, AboveNet of VA, LLC, a Virginia limited liability company, and AboveNet Interna

May 10, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specified

May 6, 2010 EX-99.1

AboveNet Reports First Quarter 2010 Adjusted EBITDA of $42.6 Million on Revenue of $97.2 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Lloyd Jarkow Jody Burfening/Amy Gibbons Vice President, Corporate Development 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Reports First Quarter 2010 Adjusted EBITDA of $42.6 Million on Revenue of $97.2 Million White Plains, N.Y., May 6, 2010 — AboveNet, Inc. (NYSE: ABVT), a leading prov

May 6, 2010 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): May 6, 2010 AboveNet, Inc. (Exact

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): May 6, 2010 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Number)

May 6, 2010 EX-99.2

EX-99.2

May 3, 2010 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

April 23, 2010 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Abovenet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Abovenet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) Steven C. Davis Davis Wright Tremaine LLP 1300 SW Fifth Avenue, Suite 2300 Portland, OR 97201 (503) 778-5403 (Name, Address and

March 16, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 v17694510k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registr

March 16, 2010 EX-21.1

SUBSIDIARIES

EXHIBIT 21.1 SUBSIDIARIES AboveNet, Inc., a Delaware corporation, directly or indirectly owns 100% of the ownership interests of each of the following entities: Jurisdiction 1. AboveNet Communications, Inc. Delaware 2. AboveNet International, Inc. Delaware 3. AboveNet Canada, Inc. Canada 4. AboveNet of VA, LLC Virginia 5. AboveNet of Utah, LLC Delaware 6. MFN Japan KK Japan 7. AboveNet Communicati

March 10, 2010 EX-99.2

AboveNet, Inc. Fourth Quarter 2009 Earnings Conference Call March 10, 2010 Bill LaPerch, President & CEO Joe Ciavarella, SVP & CFO

High-Bandwidth Connectivity Solutions AboveNet, Inc. Fourth Quarter 2009 Earnings Conference Call March 10, 2010 Bill LaPerch, President & CEO Joe Ciavarella, SVP & CFO 2 Statements made in this presentation that are not historical in nature constitute forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. We cannot assu

March 10, 2010 EX-99.1

AboveNet Reports Fourth Quarter 2009 Adjusted EBITDA of $39.2 Million on Revenue of $94.3 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Lloyd Jarkow Jody Burfening/Amy Gibbons Vice President, Corporate Development 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Reports Fourth Quarter 2009 Adjusted EBITDA of $39.2 Million on Revenue of $94.3 Million White Plains, N.Y., March 10, 2010 — AboveNet, Inc. (NYSE: ABVT), a leading

March 10, 2010 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 10, 2010 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numb

March 5, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 1, 2010 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numbe

February 4, 2010 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No. 3) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No.

January 28, 2010 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): January 27, 2010 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Nu

January 28, 2010 8-A12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 AboveNet, Inc. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction (Commission (IRS Employer of incorporation) File N

January 28, 2010 EX-4.1

AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT

EXHIBIT 4.1 AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT THIS AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT (this ?Amendment? ), dated as of January 26, 2010 (?Amendment Effective Date? ), is between AboveNet, Inc., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC (the ?Rights Agent?). A. The Company previously entered into an Amended and Rest

January 21, 2010 SC 13G/A

CUSIP NO.

CUSIP NO. 00374N107 13G Page 1 of 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* AboveNet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appro

January 11, 2010 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* AboveNet, Inc. (Name of Issuer) Common Shares, par value $.01 per share (Title of Class of Securities) (CU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

December 30, 2009 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 v1702168k.htm 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): December 23, 2009 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction (Commission (IRS

November 24, 2009 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Abovenet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00

sc13dza UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Abovenet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) Ryan J. York Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 (206) 622-3150 (Name, Address an

November 23, 2009 CORRESP

November 23, 2009

CORRESP 1 filename1.htm November 23, 2009 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance - Mail Stop 3720 100 F St. NE Washington, DC 20549 Attention: Larry Spirgel, Assistant Director RE: AboveNet, Inc. Form 10-K for the Fiscal Year Ended December 31, 2008 Form 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009 File No. 000-23269 Ladies

November 17, 2009 S-8

As filed with the Securities and Exchange Commission on November 17, 2009

As filed with the Securities and Exchange Commission on November 17, 2009 Registration No.

November 10, 2009 CORRESP

cc: Kenya Wright Gumbs Carlos Pacho

November 10, 2009 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance - Mail Stop 3720 100 F St.

November 6, 2009 CORRESP

November 6, 2009

November 6, 2009 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance - Mail Stop 3720 100 F St.

November 6, 2009 10-Q

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specif

November 5, 2009 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 v164732ex8-k.htm 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): November 5, 2009 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporati

November 5, 2009 EX-99.2

EX-99.2

v164732ex99-2 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

November 5, 2009 EX-99.1

AboveNet Reports Third Quarter 2009 Adjusted EBITDA of $40.7 Million on Revenue of $92.4 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc Lloyd Jarkow Jody Burfening/Amy Gibbons Vice President, Corporate Development 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Reports Third Quarter 2009 Adjusted EBITDA of $40.7 Million on Revenue of $92.4 Million White Plains, N.Y., November 5, 2009 — AboveNet, Inc. (NYSE: ABVT), a leading

October 9, 2009 CORRESP

Tel 914 421 6700 Fax 914 421 6793 AboveNet, Inc. 360 Hamilton Avenue White Plains, NY 10601 www.above.net

Tel 914 421 6700 Fax 914 421 6793 AboveNet, Inc. 360 Hamilton Avenue White Plains, NY 10601 www.above.net October 8, 2009 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance - Mail Stop 3720 100 F St. NE Washington, DC 20549 Attention: Larry Spirgel, Assistant Director RE: AboveNet, Inc. Form 10-K for the Fiscal Year Ended December 31, 2008 Form 10-Q for the

August 10, 2009 EX-99.2

EX-99.2

August 10, 2009 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 v1568238k.htm 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): August 10, 2009 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation)

August 10, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specified i

August 10, 2009 EX-99.1

AboveNet Reports Second Quarter 2009 Adjusted EBITDA of $38.5 Million on Revenue of $88.0 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc. Lloyd Jarkow Jody Burfening/Amy Gibbons Vice President, Corporate Development 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet Reports Second Quarter 2009 Adjusted EBITDA of $38.5 Million on Revenue of $88.0 Million White Plains, N.Y., August 10, 2009 ? AboveNet, Inc. (NYSE: ABVT), a leadin

August 3, 2009 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AboveNet, Inc. (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identificat

August 3, 2009 EX-4.1

ABOVENET, INC. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of August 3, 2009 Table of Contents

EX-4.1 2 v156054ex4-1.htm Exhibit 4.1 ABOVENET, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of August 3, 2009 Table of Contents Page SECTION 1. CERTAIN DEFINITIONS. 2 SECTION 2. APPOINTMENT OF RIGHTS AGENT 6 SECTION 3. ISSUE OF RIGHT CERTIFICATES 6 SECTION 4. FORM OF RIGHT CERTIFICATES 7 SECTION 5. COUNTERSIGNATURE AND REGIST

August 3, 2009 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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): August 3, 2009 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction (Commission (IRS Employer of incorporat

August 3, 2009 EX-99.1

AboveNet Announces Two-For-One Stock Split and Extension of Stockholder Rights Plan

Exhibit 99.1 AboveNet Announces Two-For-One Stock Split and Extension of Stockholder Rights Plan WHITE PLAINS, N.Y.— August 3, 2009—PRNewswire— AboveNet, Inc. (NYSE: ABVT), a leading provider of high-bandwidth connectivity solutions, announced today that its Board of Directors has authorized a two-for-one stock split to be effected in the form of a 100% stock dividend. The stock split will entitle

August 3, 2009 EX-4.2

FORM OF RIGHT CERTIFICATE

Exhibit 4.2 FORM OF RIGHT CERTIFICATE (EXHIBIT B TO AMENDED AND RESTATED RIGHTS AGREEMENT) Certificate No. R- Rights NOT EXERCISABLE AFTER AUGUST 7, 2012 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. RIGHT CERTIFICATE ABOVENET, INC. This certifies that or registered assigns, is th

July 2, 2009 EX-10.1

AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT (the ?Amendment?) dated as of June 29, 2009, is among AboveNet, Inc., a Delaware corporation, AboveNet Communications, Inc., a Delaware corporation, Abo

Exhibit 10.1 AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT (the “Amendment”) dated as of June 29, 2009, is among AboveNet, Inc., a Delaware corporation, AboveNet Communications, Inc., a Delaware corporation, AboveNet of Utah, LLC, a Delaware limited liability company, AboveNet of VA, LLC, a Virginia limited liability company, and AboveNet Interna

July 2, 2009 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): June 29, 2009 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction (Commission (IRS Employer of incorporati

July 2, 2009 SC 13G

CUSIP NO.

CUSIP NO. 00374N107 13G Page 1 of 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AboveNet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) June 30, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate

July 2, 2009 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3)* AboveNet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3)* AboveNet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 00374N107 (CUSIP Number) Peter Langerman Franklin Mutual Advisers, LLC 101 John F. Kennedy Parkway Short Hills, New Jersey 07078 973-912-2100 (Name, A

June 10, 2009 EX-99.2

EX-99.2

v152066EX99-2 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

June 10, 2009 8-K/A

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2009 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numb

June 9, 2009 8-K/A

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2009 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numb

June 9, 2009 EX-99.2

EX-99.2

v151258ex99-2 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing

May 18, 2009 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ABOVENET, INC. ABOVENET, INC. 360 Hamilton Avenue White Plains, New York

DEF 14A 1 v149994def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Ru

May 12, 2009 S-8

As filed with the Securities and Exchange Commission on May 12, 2009

As filed with the Securities and Exchange Commission on May 12, 2009 Registration No.

May 11, 2009 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): May 11, 2009 AboveNet, Inc. (Exac

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): May 11, 2009 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Number

May 11, 2009 EX-99.2

EX-99.2

May 11, 2009 EX-99.1

AboveNet First Quarter 2009 Revenue Increased 20.5% to $85.4 Million

Company Contact: Investor Contact: AboveNet, Inc. Lippert/Heilshorn & Associates, Inc. Lloyd Jarkow Jody Burfening/Amy Gibbons Vice President, Corporate Development 212-838-3777 914-421-6700 [email protected] [email protected] AboveNet First Quarter 2009 Revenue Increased 20.5% to $85.4 Million WHITE PLAINS, N.Y., May 11, 2009 – AboveNet, Inc. (Other OTC: ABVT), a leading provider of high-bandwidt

May 11, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specified

April 10, 2009 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AboveNet, Inc. (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 11-3168327 (State of incorporation or organization) (I.R.S. Employer Identification No.) 360 Hamilton Avenue White Pla

March 17, 2009 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): March 16, 2009 AboveNet, Inc. (Ex

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): March 16, 2009 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File Numb

March 17, 2009 EX-99.1

AboveNet Reports Financial Results for the Fourth Quarter and Full Year 2008 - Strong 2008 Revenue Growth to $319.9 million - - Adjusted EBITDA Increases to $115.9 million -

AboveNet Reports Financial Results for the Fourth Quarter and Full Year 2008 - Strong 2008 Revenue Growth to $319.

March 16, 2009 EX-21.1

SUBSIDIARIES

EXHIBIT 21.1 SUBSIDIARIES AboveNet, Inc., a Delaware corporation, directly or indirectly owns 100% of the ownership interests of each of the following entities: Jurisdiction 1. AboveNet Communications, Inc. U.S. 2. AboveNet International, Inc. U.S. 3. AboveNet Canada, Inc. Canada 4. AboveNet of VA, LLC U.S. 5. AboveNet of Utah, LLC U.S. 6. MFN Japan KK Japan 7. AboveNet Communications Europe Limit

March 16, 2009 EX-10.76

SUMMARY OF 2009 BONUS PLAN

Exhibit 10.76 SUMMARY OF 2009 BONUS PLAN On February 12, 2009, the Compensation Committee of the Board of Directors of AboveNet, Inc., a Delaware corporation (the “Company”), approved the Company’s 2009 Bonus Plan (the “2009 Bonus Plan”). The 2009 Bonus Plan provides for the creation of an employee bonus pool based on the achievement in 2009 of certain adjusted U.S. EBITDA (domestic net earnings b

March 16, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specified in It

February 19, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 12, 2009 AboveNet, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23269 11-3168327 (State or other jurisdiction of incorporation) (Commission File N

February 17, 2009 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* AboveNet, Inc. (Name of Issuer) Common Shares, par value $.01 per share (Title of Class of Securities) (CU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 13, 2009 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2)* AboveNet, Inc. (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) (CUSIP Numb

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2)* AboveNet, Inc. (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 00374N107 (CUSIP Number) Peter Langerman Franklin Mutual Advisers, LLC 101 John F. Kennedy Parkway Short Hills, New Jersey 07078 973-912-2100 (Name, Address and

February 12, 2009 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) AboveNet,

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No.

February 6, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specif

February 6, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specified

February 6, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-23269 AboveNet, Inc. (Exact Name of Registrant as Specified i

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