Windstream And EarthLink To Merge In $1.1 Billion Transaction

Combination Creates a Stronger, More Competitive Company with Extensive National Footprint Spanning Approximately 145,000 Fiber Route Miles
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Enables Expanded Products, Services and Enhanced Enterprise Solutions for Customers

Anticipated Annual Operating and Capital Expenditure Synergies of More than $125 Million Representing a Net Present Value of Approximately $900 Million, or More than $4.70 per Windstream Share and $3.85 per EarthLink Share

Expected to be Significantly Accretive to Adjusted Free Cash Flow in Year One, Improving over Time as All Synergies are Realized

Companies to Host Conference Call at 7:30 a.m. CST / 8:30 a.m. EST Today

LITTLE ROCK, Ark. and ATLANTA , Nov. 07, 2016 (GLOBE NEWSWIRE) -- Windstream Holdings, Inc. (Nasdaq:WIN) ("Windstream") and EarthLink Holdings Corp. (Nasdaq:ELNK) ("EarthLink") today announced that their boards of directors have unanimously approved a definitive merger agreement under which Windstream and EarthLink will merge in an all-stock transaction valued at approximately $1.1 billion, including debt.

Under the terms of the agreement, EarthLink shareholders will receive 0.818 shares of Windstream common stock for each EarthLink share owned. This ratio represents a 13 percent premium to the average exchange ratio of 0.721x over the month ended Nov. 3, 2016, the most recent unaffected trading day. Windstream expects to issue approximately 93 million shares of stock valued at approximately $673 million, based on the company's closing stock price on Nov. 4, 2016. Upon closing of the transaction, Windstream shareholders will own approximately 51 percent and EarthLink shareholders will own approximately 49 percent of the combined company.

The combined company will have increased scale and scope giving it the ability to leverage best practices across a broader platform, and offer customers expanded products, services and enhanced enterprise solutions. The combination will result in an extensive national footprint spanning approximately 145,000 fiber route miles and provide advanced network connectivity, managed services, voice, internet and other value-added services. Customers will also benefit from combining Windstream's scale in the Enterprise segment and EarthLink's successful launch of SD-WAN.

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