Windstream Gets State Nods on REIT Spin-off

LITTLE ROCK, Ark. -- Windstream(Nasdaq:WIN) today announced it has received all regulatory approvals from state public service commissions required for its planned real estate investment trust (REIT) spinoff, which will be named Communications Sales & Leasing, Inc. (CS&L). Windstream earlier received a favorable private letter ruling from the Internal Revenue Service relating to the transaction.

"Securing these regulatory approvals is an important milestone in our work and affirms the compelling benefits of the transaction to consumers and businesses," said Windstream Director Francis X. "Skip"Frantz, who will serve as chairman of CS&L's board. "The spinoff remains a strategic priority for Windstream and with the state regulatory approval process complete, we are focused on executing the final steps of the transaction."

Frantz is leading the process to select a president and CEO of CS&L.The transaction is expected to close in the first half of 2015, pending the satisfaction of customary conditions, including the effectiveness of CS&L's Form 10 registration statement and final approval by Windstream's board of directors.

Windstream announced on July 29 plans to spin off certain telecommunications network assets into an independent publicly traded REIT in order to accelerate network investments, significantly reduce debt and maximize shareholder value. The REIT will lease use of the assets to Windstream through a long-term triple-net exclusive lease.Windstream will operate and maintain the assets to deliver advanced communications and technology services to consumers and businesses. The REIT will focus on expanding and diversifying its assets and tenants through future acquisitions.

Windstream will hold a special meeting of stockholders on Feb. 20 in conjunction with the REIT spinoff to approve a 1-for-6 reverse stock split and an amendment to the certificate of incorporation for Windstream Corporation, a subsidiary of Windstream Holdings, that will facilitate the conversion of Windstream Corporation into a limited liability company. Windstream's Board of Directors unanimously recommends that stockholders vote "FOR" each of the two proposals.

Windstream Communications Inc. (Nasdaq: WIN)