Windstream to split-off directory publishing business in a tax-free transaction

Add Article to My Briefcase Print Friendly Version Convert to PDF Convert to RTF Related Assets

Dec 13, 2006

Windstream to split-off directory publishing business in a tax-free transaction

LITTLE ROCK, Ark. – Windstream Corporation (NYSE: WIN) has entered into an agreement to split-off its directory publishing business, Windstream Yellow Pages, in a tax-free transaction to affiliates of Welsh, Carson, Anderson & Stowe, a private equity investment firm that currently holds approximately 4.1 percent of Windstream common stock. 

  • The transaction is expected to be tax-free to Windstream and its stockholders
  • The total value of the transaction is $525 million, representing a multiple of 7.8x relative to EBITDA for the directory publishing business for the twelve months ended Sept. 30, 2006
  • On a taxable equivalent basis, the transaction value corresponds to approximately $850 million, representing a multiple of 12.6x relative to EBITDA for the directory publishing business for the twelve months ended Sept. 30, 2006
  • The transaction includes the expected retirement of up to $250 million of debt and the repurchase of approximately $275 million of outstanding Windstream equity

The total value of the transaction is $525 million. As a result of the transaction, Windstream expects to retire up to approximately $250 million in debt and repurchase approximately 19.6 million shares of Windstream common stock valued at approximately $275 million, based on the average closing price of the Windstream common stock over the five trading day period ended Dec. 8, 2006.

“This transaction provides a unique strategic opportunity for Windstream and its stockholders,” said Jeff Gardner, president and CEO of Windstream. “The transaction will allow our management team to focus on our core communications and entertainment business, while reducing debt and retiring outstanding equity in a tax efficient manner.”

Windstream Yellow Pages distributes about 9 million directories each year in 36 states and has annual revenues of about $152 million. It is based in Hudson, Ohio, and has about 450 employees.

Under the transaction, the assets of Windstream’s directory publishing business will be contributed to a newly formed Windstream subsidiary. Prior to closing, the subsidiary will distribute approximately $220 million of newly issued debt to Windstream and pay Windstream a special dividend of approximately $30 million. Windstream expects to exchange all or a portion of the newly incurred debt for outstanding Windstream debt, which will then be retired. The proceeds of the special dividend will also be used to retire outstanding debt or repurchase outstanding equity of Windstream.

Following the completion of the debt exchange, Windstream would exchange shares of the subsidiary holding the directory publishing business for shares of Windstream common stock held by affiliates of Welsh Carson in two stages in order to comply with limitations in Windstream’s existing indentures. The first share exchange would include approximately 80 percent of the Windstream shares held by Welsh Carson and is expected to occur in the second quarter of 2007. The second share exchange will include the remaining 20 percent and is expected to occur in the fourth quarter of 2007. The share exchange would ultimately result in Welsh Carson holding 100 percent of the publishing business and Windstream repurchasing and retiring Welsh Carson’s entire 4.1 percent equity position in Windstream.

The transaction is subject to customary closing conditions including governmental approvals and a private letter ruling from the Internal Revenue Service with respect to the tax-free status of the transaction.

Goldman, Sachs & Co. acted as financial adviser to Windstream and Stephens Inc. provided a fairness opinion. Skadden, Arps, Slate, Meagher & Flom LLP served as special outside legal counsel to Windstream. Wachovia Securities and Lehman Brothers Inc. acted as financial advisers to Welsh Carson. Kirkland & Ellis LLP served as special outside legal counsel to Welsh Carson.

About Windstream

Windstream Corporation provides voice, broadband and entertainment services to customers in 16 states. The company has approximately 3.3 million access lines and about $3.2 billion in annual revenues. For more information, visit

About Welsh, Carson, Anderson & Stowe

Welsh, Carson, Anderson & Stowe (“WCAS”) is one of the largest and most successful private equity investment firms in the United States. Since its founding in 1979, WCAS has organized 14 limited partnerships with total capital over $16 billion.

Forward-Looking Statements

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: adverse changes in economic conditions in the markets served by Windstream; the extent, timing and overall effects of competition in the communications business; material changes in the communications industry generally that could adversely affect vendor relationships with equipment and network suppliers and customer relationships with wholesale customers; changes in communications technology; the risks associated with the separation of the publishing business; failure to realize expected benefits as a result of the transactions described above; the potential for adverse changes in the ratings given to Windstream’s debt securities by nationally accredited ratings organizations; the availability and cost of financing in the corporate debt markets; the uncertainties related to Windstream’s strategic investments; the effects of work stoppages; the effects of litigation, including any litigation with respect to the above-referenced transactions; and the effects of federal and state legislation, rules and regulations governing the communications industry. 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

Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures. A reconciliation of each such measure to the most directly comparable GAAP measure is presented below:

Windstream Corporation 
Reconciliation of Non-GAAP Financial Measures

Pro Forma Directory Publishing EBITDA for the last twelve months
ending September 30, 2006
(Dollars in millions)
Total value of transaction (A) $ 525.0
Total value of transaction on a taxable equivalent
basis (B) $ 849.7

Operating income under GAAP (C) $ 65.3
Depreciation and amortization 1.9
EBITDA from current businesses (D) $ 67.2

Total value of transaction to pro forma EBITDA from
current businesses (A) / (D) 7.8
Total value of transaction on a taxable equivalent
basis to pro forma EBITDA from current businesses (B) / (D) 12.6

Note: Operating income under GAAP and EBITDA from current businesses
includes pro forma Valor directory publishing activities. Taxable
equivalent assumes an effective tax rate of 39.66% and a tax basis of
approximately $31.0 million.

Windstream Corporation Investor Relations Contacts:
Mary Michaels, 501-748-7578 
Rob Clancy, 501-748-5550 
Media Relations Contact:
David Avery, 501-748-5876

Related Assets
Other Information: