Windstream Corporation (NASDAQ: WIN) today announced that it has
successfully completed its previously announced private offering of $700
million aggregate principal amount of its 7.875% Senior Notes due 2017
(the "Notes Offering"). The notes were issued as additional securities
under an existing indenture of Windstream pursuant to which Windstream
previously issued $400 million aggregate principal amount of 7.875%
Senior Notes due 2017. The notes issued in this offering and the
previously issued notes will be treated as a single class of notes under
the indenture.
Windstream expects to use the net proceeds of the Notes Offering to
finance the cash portion of the purchase price of the previously
announced acquisition of NuVox, Inc. ("NuVox"), to repay outstanding
indebtedness of NuVox and to pay related transaction fees and expenses.
Remaining net proceeds of the Notes Offering will be used for general
corporate purposes, which may include the funding of pending or future
acquisitions.
This press 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 were 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 issuance of the Senior Notes has not been 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. For more information about Windstream, visit www.windstream.com.
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 intercarrier compensation and/or universal service
reforms by the Federal Communications Commission or Congress that
results in a significant loss of revenue to Windstream; 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, rules and regulations
governing the communications industry; material changes in the
communications industry generally 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, intercarrier 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 adverse results relating to the 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, and in subsequent filings with the Securities and Exchange
Commission. 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.
