For more information on the event please see the article below.

http://www.businesswire.com/news/home/20111208005600/en/Wells-Fargo-Carolinas-Customers-Facing-Mortgage-Payment

Windstream Corp. (Nasdaq: WIN) has entered into a definitive agreement to acquire PAETEC Holding Corp. (Nasdaq: PAET), based in Fairport, N.Y., in a transaction valued at approximately $2.3 billion.

"This transaction significantly advances our strategy to drive top-line revenue growth by expanding our focus on business and broadband services," said Jeff Gardner, president and CEO of Windstream. "The combined company will have a nationwide network with a deep fiber footprint to offer enhanced capabilities in strategic growth areas, including IP-based services, data centers, cloud computing and managed services. Financially, we improve our growth profile and lower the payout ratio on our strong dividend, offering investors a unique combination of growth and yield."

"Both PAETEC and Windstream are built on a customer and employee-focused culture. Together, with far denser network assets, an expansive fiber infrastructure, and larger data center footprint, I believe our brightest days are ahead," said Arunas A. Chesonis, chairman and CEO, of PAETEC. "Our combination now creates a new Fortune 500 company with the financial strength and scale to compete and win against any other provider in the industry. I'm confident that this transaction will deliver substantial long-term value for our customers, employees, and shareholders."

PAETEC shareholders will receive 0.460 shares of Windstream common stock for each PAETEC share owned under the terms of the agreement which was approved by the boards of directors of both companies. Windstream expects to issue approximately 73 million shares of stock valued at approximately $891 million, based on the company's closing stock price on July 29, 2011.

Windstream also will assume or refinance PAETEC's net debt of approximately $1.4 billion at the time of closing. PAETEC stockholders are expected to own approximately 13 percent of the combined company upon closing of the transaction.

Significant Synergies and Tax Attributes Drive Free Cash Flow Accretion

The transaction is expected to be accretive to free cash flow per share, excluding merger and integration costs, in the first year following the closing. The transaction is expected to generate annual pre-tax operating cost synergies of approximately $100 million and capital expenditure savings of approximately $10 million, which are expected to be fully realized by the third year after closing. Windstream expects to incur merger and integration costs of approximately $50 million in operating expense in the first year following the closing and approximately $55 million in capital expenditures over the first three years following closing.

The transaction will allow annual PAETEC net operating loss utilization of approximately $130 million in each of the first 5 years. The tax benefits will have an estimated net present value of approximately $250 million.

Enhanced Scale and Improved Business Mix

The combined company would have had $6.1 billion in total revenue and about $2.4 billion in adjusted operating income before depreciation and amortization, which excludes non-cash pension expense, restructuring charges and stock-based compensation expense, on a pro forma basis for the last 12 months ended March 31, 2011. Business and broadband revenues would have comprised approximately 70 percent of total revenue.

The new company will serve business customers in 46 states and the District of Columbia and maintain approximately 100,000 fiber route miles across the country. Windstream will offer data center services across the United States and have improved capability to serve multi-location business customers.

Strong Balance Sheet and Liquidity

Windstream will continue to have a strong balance sheet and liquidity. The transaction will be slightly deleveraging, including synergies.

Committed Financing

Windstream has received $1.1 billion in committed financing in connection with the acquisition, which financing would be required if Windstream refinances the assumed debt.

Dividend Practice

Windstream pays an annual dividend of $1 per share and its board of directors expects to continue the current dividend practice after the transaction closes.

Approvals and Anticipated Closing

The transaction is expected to close within six months, subject to certain conditions, including necessary approvals from federal and state regulators and PAETEC shareholders.

PAETEC Overview

PAETEC is a competitive local exchange carrier and provides telecommunications services primarily to business customers in 46 states and the District of Columbia. The company operates seven data centers in the U.S. and owns approximately 36,700 route miles of fiber in portions of 39 states and the District of Columbia.

PAETEC has approximately 5,000 employees, including about 875 in the Rochester, N.Y. area. The company was founded in 1998.

Additional Information

Stephens Inc. and J.P. Morgan Securities LLC are acting as financial advisers and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal adviser to Windstream in the transaction.

BofA Merrill Lynch and Deutsche Bank Securities, Inc. are acting as financial advisers and Hogan Lovells is acting as legal adviser to PAETEC in the transaction.

• Combination creates a formidable national telecommunications provider with more than $6 billion in total revenue
  • Accelerates revenue and free cash flow growth profile with approximately 70 percent of revenues from business and broadband services
  • Creates nationwide network with approximately 100,000 fiber route miles
  • Enhances capabilities in key strategic growth areas including metro fiber, Ethernet, data centers and managed services
  • Expected to provide approximately $100 million in annual pre-tax operating cost synergies and tax benefits with a net present value of approximately $250 million
  • Expected to be accretive on a free cash flow per share basis, excluding merger and integration costs, in the first year following closing
  • Slightly de-leveraging after synergies

Source Engadget

XO (OTC BB: XOHO.OB) is once again having to consider yet another takeover bid by Carl Icahn, the company's majority stockholder.

The competitive service provider has formed a special committee of three independent directors to review Icahn's latest 70 cents per share cash offering. 

Icahn holds a strong presence at XO. Not only is he the chairman of XO Holdings, but through an affiliate of ACF Industries Holding Corp., he owns the majority of XO Holding's stock.

Similar to the bid Icahn made in 2009, which he abandoned after a similar special committee deemed the offer as too low, the latest bid is also another low bid. In fact, the offering is actually lower than XO's 75 cents close on Thursday.

Even though XOs earnings rose up during the first nine months of 2010, Icahn believes he's making a good offer.

"I have over $1 billion of my own money" in XO preferred stock "which I believe not only has helped shareholders immensely but indeed has saved the company," Icahn said.

TelePacific Communications, the largest California-based CLEC and MegaPath Inc. today announced a definitive agreement for TelePacific Communications to acquire MegaPath’s NextWeb, Inc. subsidiary, dba Covad Wireless, a broadband fixed wireless carrier operating in California and Nevada.

Under the terms of the agreement, TelePacific Communications will gain approximately 3,500 profitable broadband fixed wireless business customers in California, Nevada and suburban Chicago through an all cash purchase of capital stock.

TelePacific’s acquisition of Covad Wireless will expand TelePacific’s SMB services into the fixed wireless market with a complementary network footprint. Transaction benefits include increased availability of high bandwidth products to customers, the ability to provision customers more quickly, and own the “last mile” which reduces dependency on incumbent local exchange carriers (ILECs). The transaction also strengthens TelePacific’s position as the number one competitor to AT&T and Verizon for SMB customers in the California and Nevada markets.

“Covad Wireless is an established innovator in fixed wireless broadband delivery with demonstrated managerial and operational excellence,” said Dick Jalkut, president and CEO of TelePacific. “Benefits to new and existing customers will be twofold—expanded fixed wireless service offerings and the expertise of the entire Covad Wireless team.”

Covad Wireless customers will gain access to TelePacific’s enhanced business services including converged voice and data networks in California and Nevada, and wide area networking capabilities globally. The addition of a broadband fixed wireless network allows TelePacific to offer quick-to-deploy wireless Internet, and reinforce its business continuity solutions with both wireless and wired network paths.

“Following our merger with Covad and Speakeasy, MegaPath is continuing to refine our business with a focus on providing nationwide access, security and voice services,” said D. Craig Young, Chairman and CEO of MegaPath. “As a regional offering, Covad Wireless fell outside of our strategic focus, and this agreement ensures that those customers are properly supported.”

The transaction is subject to customary closing conditions, including federal regulatory approvals. TelePacific will assume operations responsibility for the Covad Wireless customer base following regulatory approval and closing, expected in the first or second quarter of 2011. Throughout the closing process, there will be no impact to Covad Wireless customer service or support. TelePacific and Covad Wireless will work together to ensure a seamless transition of customer service.

The exclusive financial and legal advisors to TelePacific were Brown Brothers Harriman & Co. and Gibson, Dunn & Crutcher LLP, respectively. The exclusive legal advisor to MegaPath was Bingham McCutchen LLP

Telecommunications company Paetec Holding Corp. has agreed to buy regional rival Cavalier Telephone Corp. for $460 million in cash, seeking to boost its fiber-optic-network business amid surging broadband use in homes and offices.

Paetec, based in Fairport, N.Y., provides voice, data and Internet services to businesses, hotels, hospitals and other institutions around the U.S. Privately held Cavalier, of Richmond, Va., owns 17,000 miles of fiber network and serves business and residential customers in mid-Atlantic, Midwestern and Southeastern states. The combined entity would have a fiber network of more than 37,000 miles in urban and rural areas.

The deal, which is pending regulatory approval, has been approved by the boards of both companies and is expected to close in four to six months.

"This is a fantastic deal for us because of [Cavalier's] strong presence in the mid-Atlantic and Northeast," where Paetec also has a stronghold, Paetec Chief Executive Arunas Chesonis said in an interview Sunday. "There are great synergies out of this transaction."

The overlap will allow Paetec to enrich the communication services it offers existing customers, said Mr. Chesonis, who will be CEO of the combined company. He added that Paetec, which had $1.6 billion in 2009 revenue, could play the role of a "consolidator," buying up more fiber assets around the country.

The demand for fiber networks is growing at double-digit percentages per year as more people send data-heavy audio and video files over the Internet, according to industry estimates.

Anticipation of this demand has led to some deal making in recent months. Last month, Windstream Corp. bought privately owned fiber operator Kentucky Data Link Inc. for $782 million to upgrade its fiber network. Fibertech Networks LLC, an Eastern U.S. provider, was sold to private-equity firm Court Square Capital Partners for $500 million last month. Several more fiber operators are on the block.

Cavalier's fiber network is one of the country's largest. It owns 17,000 miles of fiber network, which represents over $2 billion of investment. Cavalier acquired companies that had built the network, a spokesman said.

The company, which is owned by Boston-based private-equity firm M/C Venture Partners, also has several government clients, including the Federal Bureau of Investigation and National Gallery of Art.

Deutsche Bank and Bank of America Corp. provided financial advice to Paetec, while Hogan Lovells US LLP and Skadden, Arps, Slate, Meagher & Flom LLP provided legal advice. Paetec has financing commitments from the two banks. Evercore Partners and Edwards Angell Palmer & Dodge LLP advised Cavalier.

Corrections & Amplifications:

Cavalier Telephone owns 17,000 miles of fiber network, which represents over $2 billion of investment. An earlier version of this story incorrectly said Cavalier invested $2 billion to build its fiber network. The story also incorrectly referred to the target as Cavalier Telephone LLC. The correct name is Cavalier Telephone Corp.

Square Clover, Inc. is pleased to announce its partnership with TW Cable Business Class.  “Time Warner Business Class is an excellent additional resource for Square Clover to offer our business customers,” said Jon Hobday, Chief Operating Officer of Square Clover, Inc. “Time Warner Cable Business Class utilizes a Hybrid Fiber Coax infrastructure to provide a high quality, reliable and competitively priced communication solutions.  They have added the added benefit of owning their own Network making them a true replacement for the local carriers.  Their high speed data services and Metro fiber Solutions are an excellent strategic fit with our objectives of providing our customers multiple viable solutions.” 

Square Clover, Inc. is pleased to announce it’s partnership with TW Telecom.  “We are always looking to add value and resources for our business customers,” said Randy Madge, president of Square Clover, Inc. “TW Telecom is an excellent complement to our existing portfolio of carriers. They are a leader in the industry of providing managed voice, internet, data networking solutions, and have a proven track record of superior customer service. We are excited about the opportunity it provides to our customers”.

TW Telecom delivers high speed, secure, and reliable communications to businesses in 75 markets spanning 30 states and D.C. There optical networks are fast, powerful, flexible, secure and highly reliable to deliver a comprehensive suite of voice, data, dedicated Internet and integrated communications services across the US.