Windstream Completes Split-Off of Directory Publishing Business
Windstream Corporation (NYSE: WIN) today completed the split-off of its
directory publishing business, Windstream Yellow Pages, in a tax-free
transaction to affiliates of Welsh, Carson, Anderson & Stowe, a private
equity investment firm. The transaction was originally announced on Dec.
13, 2006.
In the transaction, Windstream repurchased approximately 19.6 million of
its shares held by affiliates of Welsh, Carson, Anderson & Stowe and
retired approximately $210 million in debt. The company also received
$40 million in cash that it must use to repurchase shares or retire debt
in the next 12 months. Windstream intends to use this cash to repurchase
its shares in the open market or in privately negotiated transactions
pursuant to the plan that includes the split-off transaction. The timing
and extent to which the company repurchases its shares will depend upon
market conditions and other considerations.
Goldman Sachs & Co. acted as financial adviser to Windstream and
Stephens Inc. provided a fairness opinion. Kutak Rock LLP and Skadden,
Arps, Slate, Meagher & Flom LLP served as legal counsel to Windstream.
About Windstream
Windstream Corporation provides voice, broadband and entertainment
services to customers in 16 states. The company has approximately 3.2
million access lines and about $3.3 billion in annual revenues. For more
information, visit www.windstream.com.
Certain statements contained herein, including without limitation those
related to Windstream’s intention to
repurchase up to $40 million of its shares, constitute "forward-looking
statements" as defined 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: 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 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; the adoption of inter-carrier
compensation and/or universal service reforms by the Federal
Communications Commission or Congress that results in a significant loss
of revenue to Windstream; an adverse development regarding the tax
treatment of the spinoff from Alltel on July 17, 2006, and the
restrictions on certain financing and other activities imposed by the
tax sharing agreement with Alltel; 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; the effects of work stoppages; the impact of equipment
failure, natural disasters or terrorist acts; and those additional
factors under the caption "Risk Factors”
in Windstream’s Form 10-K for the year ended
Dec. 31, 2006. 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 and events 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.
