Windstream Corporation announced that it intends to offer in a private placement $700 million aggregate principal amount of senior unsecured notes that will mature in 2023 and bear interest at a fixed rate. The offering is expected to be completed before the end of January 2013, subject to market and other conditions. If the offering is successfully placed, Windstream intends to use the net proceeds of the offering, together with available cash, if required, to pay the consideration for the tender offer and consent solicitation announced by Windstream to purchase for cash any and all of the outstanding $650 million aggregate principal amount of 8.875% Senior Secured Notes due 2017 issued by PAETEC Holding Corp., a wholly-owned subsidiary of Windstream, together with related fees and expenses.

To the extent that holders of less than $650 million in aggregate principal amount of the PAETEC Notes tender their notes, Windstream intends to use the remaining net proceeds of the notes offering to either redeem all or a portion of the remaining outstanding PAETEC Notes or for general corporate purposes.