LITTLE ROCK, Ark.--(BUSINESS WIRE)--
Windstream Corporation (NASDAQ: WIN) announced today that it intends to
offer in a private placement $600 million in aggregate principal amount
of Senior Notes due 2017 (the "Notes Offering"). The notes are to be
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 to
be issued in this offering and the previously issued notes will be
treated as a single class of notes under the indenture. The Notes
Offering is expected to be completed in late December 2009, subject to
market and other conditions.
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 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. 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, 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 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.