Windstream formed through spinoff and merger

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Jul 17, 2006

Windstream formed through spinoff and merger

LITTLE ROCK, Ark. – Windstream Corporation (NYSE: WIN) today announced its formation as a public company with the completion of the spinoff of Alltel Corporation’s landline business and merger with VALOR Communications Group, Inc., creating the largest telecommunications and entertainment services company focused on serving rural America. Windstream common stock begins trading tomorrow, July 18, 2006, on the New York Stock Exchange under the symbol WIN. The company will be a member of the S&P 500 index and expects to pay a regular quarterly dividend of $0.25 per share.

“Our new company has a great deal of momentum as we begin operating,” said Jeff Gardner, president and CEO of Windstream. “We have assembled an experienced leadership team backed by a talented workforce deeply rooted in our local communities, and we will be focused on generating solid financial results for shareholders.”

Under the terms of the previously announced transaction, Alltel shareholders are entitled to receive 1.0339267 shares of VALOR stock for each share of Alltel they own. VALOR Communications, which has been renamed Windstream Corporation, issued approximately 403 million shares of common stock pro rata to the shareholders of Alltel, who will continue to own 1 share of the remaining wireless entity. Any Alltel shareholder entitled to receive a fractional share will instead receive a cash payment.

Windstream has 8,000 employees and offers voice, broadband and digital TV services in 16 states. The company has 55 retail stores and operates a directory publishing and communications product supply business. Windstream broadband service is expected to be available to approximately 80 percent of the company’s customers by the end of the year. Windstream broadband service features speeds of up to 6.0 Mb.

Windstream has launched a multi-faceted brand campaign – featuring newspaper, radio, TV, outdoor, online and direct mail advertising – to introduce the company.

The central component of the campaign – developed by The Concept Farm of New York, Windstream’s advertising agency – is a green vintage pickup truck. The truck is a recognizable classic that has been fully restored and features the latest technology.

“The Windstream green truck will serve as a memorable brand icon that evokes the spirit of our new company,” Gardner said. “We have a proud heritage through our legacy companies of providing quality products and dependable services for our customers’ safety and security and are now uniquely positioned to offer bundled, innovative communications and entertainment services at a great value to customers.”

A multi-state mobile truck tour will start in August and travel throughout Windstream’s markets. An online showroom with the truck is available on the company’s new Web site at

About Windstream

Windstream Corporation (NYSE: WIN) provides voice, broadband and entertainment services to customers in 16 states. The company has approximately 3.4 million access lines and about $3.4 billion in annual revenues. For more information, visit

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, including (without limitation) statements about future dividends and broadband availability, 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 and are not guarantees of future events and results. Actual future events and results may differ materially from those expressed in these forward-looking statements as a result of a number of important factors. Representative examples of these factors include (without limitation) adverse changes in economic conditions in the regions in which Windstream operates; 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 integration of acquired businesses; 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; potential outcome of income tax audits; the effects of federal and state legislation, rules and regulations governing the communications industry; and product liability and other claims asserted against Windstream. In addition to these factors, actual future performance, outcomes, and results may differ materially because of other, more general, factors including (without limitation) general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes.



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