YOUR VOTE IS IMPORTANT
A failure to vote counts as a vote against the
proposals. The company believes substantial shareholder benefits will result
from the spinoff.
Vote today “FOR” the reverse stock
split
and the charter amendment allowing the
conversion
Regardless of the number of shares you hold,
we urge you to vote today for the amendment and reverse stock split by
telephone, via the internet, or by signing and returning the enclosed proxy card
in the post-paid envelope provided.
If you have any questions, or need assistance
in voting your shares, please call our proxy solicitor: INNISFREE M&A
INCORPORATED, TOLL-FREE at (877) 750-5836.
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.
Forward-looking statements include, but are not limited to, statements regarding
the completion of the transaction, the expected benefits of the transaction, the
expected financial attributes of the new Windstream and the REIT including the
initial rent amount, the pro forma dividend and leverage ratio for each company,
and the illustrative trading multiples and values for each company. Such
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 in Windstream’s forward-looking
statements include, among others: (i) risks related to the anticipated timing of
the proposed separation, the expected tax treatment of the proposed transaction,
the ability of each of Windstream (post-spin) and the new REIT to conduct and
expand their respective businesses following the proposed spin off, the ability
of Windstream to reduce its debt by the currently-anticipated amounts, and the
diversion of management’s attention from regular business concerns; (ii) our
ability to receive, or delays in obtaining, the regulatory approvals required to
complete the spin off, and the risk that Windstream’s board of directors could
abandon the spinoff or modify or change the terms of the spinoff at any time and
for any reason until the spinoff is complete; and (iii) our ability to obtain
stockholder approval of an amendment to our subsidiary’s certificate of
incorporation that will facilitate the REIT spin off without incurring a large
tax liability; (iv) those additional factors under “Risk Factors” in Item 1A of
Part I of Windstream’s Annual Report on Form 10-K for the year ended December
31, 2013, and in subsequent filings with the Securities and Exchange Commission
(SEC) at www.sec.gov.
In connection with the proposed
transaction Windstream Holdings has filed with the SEC and mailed to
stockholders a definitive proxy statement dated January 9, 2015. Such proxy
statement includes information about Windstream’s directors and executive
officers and their ownership of Windstream’s common stock who may be deemed to
be participants in the solicitation of proxies from Windstream’s stockholders
with respect to the proposals for which stockholder approval is being sought in
advance of the REIT spin off. Investors are urged to read the definitive proxy
statement (including any amendments and supplements) and any other relevant
documents filed with the SEC because they contain important information about
Windstream and the proposed transaction. The definitive proxy statement and
other documents relating to the proposed transaction can be obtained free of
charge from the SEC’s website at www.sec.gov and Windstream’s website at www.windstream.com. In addition, these
documents can also be obtained free of charge from Windstream Holdings upon
written request to the Corporate Secretary at 4001 Rodney Parham Road, Little
Rock, Arkansas 72212.