Windstream Corporation (NYSE: WIN) announced today that it intends to
offer in a private placement $400 million in aggregate principal amount
of Senior Notes due 2017 (the "Notes Offering”). The Notes Offering is
expected to be completed in early October 2009, subject to market and
other conditions.
Windstream expects to use the net proceeds of the Notes Offering,
together with cash on hand, to finance the cash component of the
purchase price of the previously announced acquisitions of D&E
Communications, Inc. ("D&E”) and Lexcom, Inc., to refinance certain
indebtedness of D&E in connection with the acquisition, to pay related
transaction fees and expenses and for general corporate purposes.
This news release is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell any securities of
Windstream. The senior notes will be sold only to qualified
institutional buyers in reliance on Rule 144A, and outside the United
States in compliance with Regulation S under the Securities Act of 1933,
as amended. The proposed issuance of the senior notes will not be
registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
About Windstream
Windstream Corporation is an S&P 500 company that provides phone,
high-speed Internet and high-definition digital TV services to customers
in 16 states. The company also offers a wide range of IP-based voice and
data services and advanced phone systems and equipment to businesses and
government agencies. The company has approximately 3 million access
lines and about $3.1 billion in annual revenues. Windstream is ranked
4th in the 2009 BusinessWeek 50 ranking of the best performing U.S.
companies.
Windstream claims the protection of the safe-harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of
1995. Forward-looking statements are subject to uncertainties that could
cause actual future events and results to differ materially from those
expressed in the forward-looking statements. These forward-looking
statements are based on estimates, projections, beliefs, and assumptions
that Windstream believes are reasonable but are not guarantees of future
events and results. Actual future events and results of Windstream may
differ materially from those expressed in these forward-looking
statements as a result of a number of important factors. Factors that
could cause actual results to differ materially from those contemplated
above include, among others: further adverse changes in economic
conditions in the markets served by Windstream; the extent, timing and
overall effects of competition in the communications business; continued
access line loss; the impact of new, emerging or competing technologies;
the adoption of inter-carrier compensation and/or universal service
reform proposals by the Federal Communications Commission or Congress
that results in a significant loss of Windstream’s revenue; the risks
associated with the integration of acquired businesses or the ability to
realize anticipated synergies, cost savings and growth opportunities;
the availability and cost of financing in the corporate debt markets;
the potential for adverse changes in the ratings given to Windstream’s
debt securities by nationally accredited ratings organizations; the
effects of federal and state legislation, and rules and regulations
governing the communications industry; material changes in the
communications industry that could adversely affect vendor relationships
with equipment and network suppliers and customer relationships with
wholesale customers; unexpected results of litigation; unexpected
rulings by state public service commissions in proceedings regarding
universal service funds, inter-carrier compensation or other matters
that could reduce revenues or increase expenses; the effects of work
stoppages; the impact of equipment failure, natural disasters or
terrorist acts; earnings on pension plan investments significantly below
Windstream’s expected long term rate of return for plan assets;
unexpected results of relocation of Windstream’s data center; and those
additional factors under the caption "Risk Factors” in Windstream’s Form
10-K for the year ended Dec. 31, 2008. In addition to these factors,
actual future performance, outcomes and results may differ materially
because of more general factors including, among others, general
industry and market conditions and growth rates, economic conditions,
and governmental and public policy changes. Windstream undertakes no
obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. The
foregoing review of factors that could cause Windstream’s actual results
to differ materially from those contemplated in the forward-looking
statements should be considered in connection with information regarding
risks and uncertainties that may affect Windstream’s future results
included in Windstream’s filings with the Securities and Exchange
Commission at www.sec.gov.
