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| WIN > SEC Filings for WIN > Form 8-K on 3-Nov-2009 | All Recent SEC Filings |
3-Nov-2009
Other Events, Financial Statements and Exhibits
On November 2, 2009, Windstream Corporation ("Windstream"), NuVox, Inc. ("NuVox") and Night Merger Sub, Inc., a wholly-owned subsidiary of Windstream, entered into an agreement and plan of merger (the "Merger Agreement") pursuant to which Windstream has agreed to acquire all of the issued and outstanding shares of common stock of NuVox.
On November 3, 2009, Windstream issued a press release announcing the execution of the Merger Agreement, as discussed above. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Non-GAAP Financial Measure
The attached press release includes a non-GAAP measure titled operating income before depreciation and amortization, or OIBDA. Windstream's management considers OIBDA to be useful to investors because OIBDA provides information specific to a company's operating performance.
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.
The press release attached hereto as Exhibit 99.1 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 stockholders 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, Arkansas
72212 or by calling (866) 320-7922, or from NuVox upon written request to NuVox,
Two North Main Street, Greenville, South Carolina 29601 or by calling
(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.
(d) Exhibits
The following exhibit is furnished herewith:
Exhibit
Number Description
99.1 Press release, dated November 3, 2009
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