Filed by Windstream Holdings,
Inc. Pursuant to Rule 425
Under
the Securities Act of 1933
And
Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: EarthLink
Holdings Corp.
Commission File
No. of Subject Company: 001-15605
Windstream declares 15-cent
quarterly dividend
Release date: Feb. 14, 2017
LITTLE ROCK, Ark. The board
of directors of Windstream Holdings, Inc. (NASDAQ: WIN) has declared a quarterly
dividend of 15 cents per share on the companys common stock.
The dividend will be
distributed in two separate, prorated payments, provided that Windstreams
planned merger with EarthLink Holdings Corp. (NASDAQ: ELNK) closes in the first
quarter of 2017, as expected, subject to customary closing conditions.
The first prorated payment
will be calculated based on the number of days elapsed from the beginning of the
first quarter on Jan. 1, 2017, up to, and including, the day immediately prior
to the closing date of the merger. The dividend will be paid as soon as
practicable after the closing date of the merger to Windstream stockholders of
record as of the last business day immediately prior to the closing date of the
merger.
The second prorated payment
will be calculated based on the number of days elapsed from, and including, the
closing date of the merger through March 31, 2017, the end of the first quarter.
The second prorated portion of the dividend will be paid on or about April 17,
2017, to Windstream stockholders of record as of March 31, 2017.
In the event the merger does
not close by March 31, 2017, Windstream stockholders of record as of March 31,
2017, will receive a quarterly dividend of 15 cents per share on the companys
common stock payable on or about April 17, 2017.
About Windstream
Windstream Holdings, Inc.
(NASDAQ: WIN), a FORTUNE 500 company, is a leading provider of advanced network
communications and technology solutions for consumers, small businesses,
enterprise organizations and carrier partners across the U.S. Windstream offers
bundled services, including broadband, security solutions, voice and digital TV
to consumers. The company also provides data, cloud solutions, unified
communications and managed services to business and enterprise clients. The
company supplies core transport solutions on a local and long-haul fiber-optic
network spanning approximately 125,000 miles. Additional information is
available at
windstream.com
. Please visit our newsroom at
news.windstream.com
or
follow us on Twitter at
@Windstream
.
Cautionary Statement
Regarding Forward-Looking Statements
This filing contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are typically
identified by words or phrases such as will, anticipate, estimate,
expect, project, intend, plan, believe, target, forecast, and
other words and terms of similar meaning. These forward-looking statements
involve a number of risks and uncertainties. Windstream cautions readers that
any forward-looking statement is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking statement. Such forward-looking statements include, but are not
limited to, statements about the benefits of the proposed merger involving
Windstream and EarthLink, including future financial and operating results,
Windstreams and EarthLinks plans, objectives, expectations and intentions, the
expected timing of completion of the transaction, and other statements that are
not historical facts. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are
set forth in Windstreams filings with the Securities and Exchange Commission.
These include risks and uncertainties relating to: the ability to obtain the
requisite Windstream and EarthLink shareholder approvals; the risk that
Windstream or EarthLink may be unable to obtain governmental and regulatory
approvals required for the merger, or required governmental and regulatory
approvals may delay the merger or result in the imposition of conditions that
could cause the parties to abandon the merger; the risk that a condition to
closing of the merger may not be satisfied; the timing to consummate the
proposed merger; the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; the diversion of
management time on merger-related issues; general worldwide economic conditions
and related uncertainties; and the effect of changes in governmental
regulations. Windstream undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future events
or otherwise.
Additional Information and
Where to Find It
This communication does not
constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. In connection with the
proposed merger between Windstream and EarthLink, on December 8, 2016 Windstream
filed with the SEC a registration statement on Form S-4 that includes a
preliminary joint proxy statement of Windstream and EarthLink and that also
constitutes a preliminary prospectus of Windstream. The S-4, as amended, was
declared effective by the SEC on January 17, 2017 and the definitive joint proxy
statement/prospectus was first mailed to stockholders of Windstream and
EarthLink on or about January 25, 2017.
Windstream and EarthLink urge investors and shareholders to read the
registration statement, and any other relevant documents filed with the SEC,
including the preliminary joint proxy statement/prospectus that is a part of the
registration statement, and the definitive joint proxy statement/prospectus,
because they contain or will contain important information.
You may obtain copies of all documents filed with
the SEC regarding this transaction, free of charge, at the SECs website
(www.sec.gov). You may also obtain these documents, free of charge, from
Windstreams website (www.windstream.com/investors). You may also obtain these
documents, free of charge, from EarthLinks website (www.earthlink.com) under
the tab Investor Relations.
Participants in the Merger
Solicitation
Windstream, EarthLink and
their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from Windstream and EarthLink
shareholders in favor of the merger and related matters. Information regarding
the persons who may, under the rules of the SEC, be deemed participants in the
solicitation of the companies shareholders in connection with the proposed
merger are set forth in the definitive joint proxy statement/prospectus, dated
January 23, 2017. You can find information about Windstreams executive officers
and directors in its definitive proxy statement filed with the SEC on April 1,
2016. You can find information about EarthLinks executive officers and
directors in its definitive proxy statement filed with the SEC on March 15,
2016. You can obtain free copies of these documents from the companies using the
website information above.
-end-
Media Contact:
David Avery,
501-748-5876
david.avery@windstream.com
Investor
Contact:
Christie Grumbos,
501-748-3666
christie.grumbos@windstream.com
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