PAETEC Announces Expiration of Consent Solicitation and Receipt of Requisite Consents

PAETEC Holding PAET announced that its previously announced consent solicitation seeking consents of the holders of its 9.5% Senior Notes due 2015, 8⅞% Senior Secured Notes due 2017, and 9⅞% Senior Notes due 2018 expired today at 5:00 p.m., New York City time. As of the Expiration Date, i-DEAL LLC, which acted as the tabulation agent in the Consent Solicitation, advised the Company that it had received the consent of a majority in principal amount of each series of Notes, and the Company determined that all other conditions to the completion of the Consent Solicitation were satisfied. The purpose of the Consent Solicitation was to adopt an amendment to the indentures governing each series of Notes. The amendment provides that the Company's obligation under each indenture to make an offer to purchase all of the outstanding 2015 Notes, 2017 Notes, or 2018 Notes, as applicable, will not apply as a result of the previously announced proposed acquisition of the Company by Windstream Corporation WIN and clarifies the Company's obligations under the reporting covenant in each indenture governing the Notes. The Company has executed a supplemental indenture with respect to each of the indentures effecting the proposed amendment. The Company will pay to the holders of record of Notes as of 5:00 p.m., New York City time, on August 2, 2011, who delivered valid and unrevoked consents prior to the Expiration Date a cash payment for consents delivered by such holders of Notes. The Company will promptly pay with respect to the 2015 Notes, a Consent Fee equal to $750,000, which amount will be paid to consenting holders on a pro rata basis, with respect to the 2017 Notes, a Consent Fee equal to $1,625,000, which amount will be paid to consenting holders on a pro rata basis, and with respect to the 2018 Notes, a Consent Fee equal to $1,125,000, which amount will be paid to consenting holders on a pro rata basis. Holders of Notes for which no consent was delivered will not receive a Consent Fee, even though the amendment to the indenture governing the applicable series of Notes binds all holders of Notes and their transferees. Each Holder of Notes that delivered consents will be notified by the information agent of such Holder's pro rata share of the applicable Consent Fee in connection with the Consent Fee payment. J.P. Morgan Securities LLC acted as solicitation agent and i-DEAL LLC acted as information agent in connection with the Consent Solicitation.