Windstream to Acquire NuVox

http://www.businesswire.com/news/home/20091103005949/en

* Advances strategy to grow broadband and business revenues, which will
represent more than half of total revenue after the transaction closes
* Drives free cash flow accretion in first full year through $30 million in
annual expense and capital savings and lowers dividend payout ratio
* Adds approximately 90,000 business customers in complementary markets in 16
states across the Southeast and Midwest

LITTLE ROCK, Ark.--(Business Wire)--
Windstream Corporation (NYSE: WIN) announced today that it has entered into a
definitive agreement to acquire NuVox, Inc., a privately held competitive local
exchange carrier based in Greenville, S.C., in a transaction valued at
approximately $643 million.

Windstream expects to issue approximately 18.7 million fixed shares of stock
valued at $183 million, based on Windstream`s closing stock price on Nov. 2,
2009, and pay approximately $280 million in cash as part of the transaction.
Windstream also will assume estimated net debt of approximately $180 million.
Windstream intends to finance the acquisition with existing cash and current
capacity on its revolving credit agreement.

"This transaction significantly advances our strategy to grow broadband and
business revenues, which is important given the growth prospects in these
areas," said Jeff Gardner, president and CEO of Windstream. "NuVox has a strong
performance record of growing revenues and improving margins and offers the
potential for continued business growth. The transaction will be accretive to
Windstream`s free cash flow in the first full year and lowers our dividend
payout ratio, which is a key element of our acquisition philosophy."

"At NuVox, we are excited about the opportunity to combine our products,
operating platforms, and sales distribution for the business enterprise market
with Windstream`s strong market presence, superb record of performance, and
substantial financial strength," said Jim Akerhielm, CEO for NuVox. "This
transaction is clearly the optimal path forward for our customers, our
employees, and our shareholders."

Broadband and business revenues will represent more than half of Windstream`s
total revenue after the transaction closes. Additionally, NuVox`s complementary
footprint allows Windstream to strengthen its presence across the Southeast and
Midwest, providing expanded reach to focus on small and medium business growth
opportunities.

Windstream estimates the transaction will be accretive to free cash flow after
expected annual synergies of approximately $30 million in operating expenses and
capital expenditure savings.

The boards of both companies have approved the transaction, which is expected to
close in the first half of 2010, subject to certain conditions, including
necessary approvals from federal and state regulators.

NuVox is a leading regional competitive local exchange carrier with 48 locations
in 16 contiguous Southeastern and Midwestern states. The company offers advanced
IP-based voice and data services to approximately 90,000 business customers. The
company has approximately 1,700 employees, including about 700 in Greenville.
Windstream expects to maintain a significant employment presence in Greenville
to manage sales and service for the company`s combined competitive local
exchange properties after the transaction closes.

NuVox generated $561 million in revenue and $115 million in operating income
before depreciation and amortization (OIBDA), adjusted to remove the impact of
merger, integration and other non-recurring items, in the twelve months ended
June 30, 2009.

Additional Information

Oppenheimer & Co. Inc. is acting as lead financial adviser and Kutak Rock LLP as
legal adviser to Windstream on the transaction. Deutsche Bank Securities Inc.
and Wells Fargo Securities, LLC are acting as financial advisers and Cravath,
Swaine & Moore LLP as legal advisers to NuVox.

Non-GAAP Financial Measures

This press release references the non-GAAP financial measure OIBDA for the
twelve months ended June 30, 2009. A reconciliation of OIBDA to the most
directly comparable GAAP measure is presented below:

Operating income under GAAP: $28 million
Merger, integration and other non-recurring charges: $7 million
Depreciation and amortization: + $80 million
OIBDA (adjusted): $115 million

Cautionary Statement Regarding 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, including statements regarding the completion of the
acquisition and expected benefits of the acquisition, 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:
receipt of required approvals of regulatory agencies; the possibility that the
anticipated benefits from the acquisition cannot be fully realized or may take
longer to realize than expected; the possibility that costs or difficulties
related to the integration of NuVox operations into Windstream will be greater
than expected; the ability of the combined company to retain and hire key
personnel; 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
Securities and Exchange Commission filings. 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.

Additional Information and Where to Find It

This press release may be deemed to be solicitation material in respect of the
proposed merger of NuVox and Windstream. In connection with the proposed merger,
Windstream will file a Registration Statement on Form S-4 with the SEC that will
contain an information statement/prospectus. NuVox investors and security
holders are advised to read the information statement/prospectus and any other
relevant documents filed with the SEC when they become available because those
documents will contain important information about NuVox, Windstream and the
proposed merger. The final information statement/prospectus will be mailed to
shareholders of NuVox. Investors and security holders may obtain a free copy of
the information statement/prospectus when it becomes available at the SEC`s Web
site at www.sec.gov. Free copies of the information statement/prospectus, when
it becomes available, may also be obtained from Windstream upon written request
to Windstream Investor Relations, 4001 Rodney Parham Road, Little Rock, AR 72212
or by calling (866) 320-7922, or from NuVox upon written request to NuVox, Two
North Main Street, Greenville, SC 29601 or by calling (864) 672-5000 or (877)
466-8869. This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.

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.

About NuVox

NuVox delivers customized managed communications services, information
technology, data, security, and voice solutions designed specifically for
business customers. NuVox serves approximately 90,000 customers in the Southeast
and Midwest, and provides select services throughout the United States. NuVox
delivers services via its industry-leading MPLS-based wide area private IP
network. NuVox has been certified by Cisco and is a member of the Cisco Powered
Program for VoxNET, the company`s MPLS wide-area networking solution. In
addition to retail solutions, NuVox also provides services to government and
wholesale customers. For more information, visit www.nuvox.com.

NuVox Locations:

Alabama Illinois North Carolina
Birmingham East St. Louis Asheville
Mobile Charlotte*
Indiana Greensboro*
Arkansas Indianapolis Raleigh*
Little Rock* Wilmington
Kansas
Florida Kansas City Ohio
Daytona Beach Wichita Akron
Destin Canton
Fort Lauderdale Kentucky Cincinnati
Fort Myers Lexington* Columbus
Jacksonville Louisville Dayton
Miami
Orlando Louisiana Oklahoma
Sarasota Baton Rouge Oklahoma City
Tampa Lafayette Tulsa
West Palm Beach New Orleans
Winter Haven South Carolina
Mississippi Charleston
Georgia Biloxi Columbia
Atlanta Jackson Greenville
Augusta
Savannah Missouri Tennessee
Kansas City Knoxville
Springfield Memphis
St. Louis Nashville
*Windstream/NuVox shared markets

http://www.businesswire.com/cgi-bin/mmg.cgi?eid=6089986&lang=en

Windstream Corporation
Media Relations Contact:
David Avery, 501-748-5876
david.avery@windstream.com
or
Investor Relations Contact:
Mary Michaels, 501-748-7578
mary.michaels@windstream.com
or
NuVox
Media Relations Contact:
Susanne Hite, 864-672-5097
hite@nuvox.com

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