UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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PAETEC Holding Corp.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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FOR IMMEDIATE RELEASE
ISS Recommends PAETEC Stockholders Vote FOR Proposed Merger
with Windstream Corporation
FAIRPORT, N.Y. October 18, 2011
PAETEC Holding Corp. (NASDAQ: PAET) announced that Institutional Shareholder Services (ISS), the leading independent proxy advisory firm, supports
the merger agreement providing for the acquisition of PAETEC by Windstream Corporation (NASDAQ: WIN) and recommends that PAETEC stockholders vote FOR the merger proposal.
We appreciate the support that ISS has given to our combination with Windstream, said Arunas A. Chesonis, chairman and CEO. Together with Windstream, we will be a formidable national
telecommunications provider with far denser network assets, an expansive fiber infrastructure and larger data center footprint. We look forward to realizing the many benefits this combination creates.
As previously announced, PAETEC and Windstream entered into a definitive merger agreement under which Windstream would acquire PAETEC in a
stock-for-stock merger. Under the terms of the agreement, each outstanding share of PAETEC common stock would be converted into 0.460 shares of Windstream common stock. The companies continue to expect the merger to be completed by December 31,
2011, following the satisfaction or waiver of all conditions to the merger, including PAETEC stockholder approval and the receipt of all regulatory approvals that are required to be obtained pursuant to the merger agreement.
PAETEC will hold a special meeting of its stockholders to consider and vote upon, among other things, the proposal to adopt the merger agreement and
approve the merger between PAETEC and Windstream and the other transactions contemplated by the merger agreement on Thursday, October 27, 2011 at 10:00 a.m. ET at the Hilton Manhattan East located at 304 East 42nd Street,
New York, NY 10017. PAETEC stockholders of record as of the close of business on September 12, 2011 will be entitled to vote at the special meeting.
Stockholders who have questions about the merger, need assistance in submitting their proxy or voting their shares, or who need additional copies of the
proxy statement/prospectus or proxy card, should contact PAETECs proxy solicitor, Morrow & Co., LLC, at (203) 658-9400 or toll free at (800) 276-3011.
About PAETEC
PAETEC (NASDAQ GS: PAET) is personalizing communications and energy solutions
in 86 of the top 100 metropolitan areas across the United States. We offer a comprehensive suite of network services (
voice
,
data
and
fiber solutions
), as well as
managed services
,
cloud and data center services
,
software and technology
, and
energy services
. For more information, visit
www.paetec.com
.
Additional
Information
This communication relates to the proposed merger transaction pursuant to the terms of the Agreement and Plan of Merger, dated
as of July 31, 2011, among PAETEC Holding Corp. (PAETEC), Windstream Corporation (Windstream) and Peach Merger Sub, Inc., a wholly-owned subsidiary of Windstream.
In connection with the proposed merger transaction, Windstream has filed with the Securities and Exchange Commission (SEC) a registration statement on Form S-4 that was declared effective by the SEC on
September 19, 2011. The proxy statement/prospectus, which forms a part of the Form S-4, was mailed by PAETEC to PAETECs stockholders on or about September 22, 2011. Each of Windstream and PAETEC may file other relevant documents
concerning the proposed merger transaction. Investors and security holders are advised to read the proxy statement/prospectus and any other relevant documents relating to the merger transaction when they become available, because those documents
contain important information about PAETEC, Windstream and the proposed merger transaction.
Investors and security holders may obtain a free
copy of the proxy statement/prospectus and other relevant documents concerning the proposed merger transaction at the SECs website at www.sec.gov, PAETECs website at www.paetec.com and Windstreams website at
Page 2
www.windstream.com. In addition, copies of the proxy statement/prospectus and such other documents may be obtained from PAETEC free of charge by directing a request to PAETEC Holding Corp., One
PAETEC Plaza, Fairport, New York 14450, Attn: Investor Relations, telephone: (585) 340-2500.
Certain Information Regarding
Participants
PAETEC and its directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of
proxies from PAETECs stockholders with respect to the proposed merger transaction. Security holders may obtain information regarding the names, affiliations and interests of such individuals in the proposed merger transaction in the proxy
statement/prospectus. Copies of the proxy statement/prospectus may be obtained free of charge from the SECs website at www.sec.gov, PAETECs website at www.paetec.com and Windstreams website at www.windstream.com, or from PAETEC at
the address set forth in the previous paragraph.
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PAETEC Media Contact
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PAETEC Investor Contact
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Chris Muller
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Pete Connoy
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(585) 340-8218
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(585) 340-2649
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chris.muller@paetec.com
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peter.connoy@paetec.com
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# # #
Page 3
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