Source: Windstream Press Release

Windstream Corp. (Nasdaq:WIN) announced that the Federal Communications Commission has approved its application to acquire PAETEC Holding Corp. The companies announced the transaction on Aug. 1.

“This merger creates a $6 billion company with nationwide reach and continues Windstream’s transformation to a next-generation communications and technology provider with a full suite of enterprise-focused solutions,” said Jeff Gardner, Windstream president and CEO.

Windstream now has received all regulatory approvals and expects to complete the transaction by Dec. 1.

Source: FCC 214 Public Notice

UPH Holdings, Inc., UPH Acquisition Sub Inc. (UPH-AS), Pac-West Acquisition Company, LLC (PWAC), and Pac-West Telecomm, Inc. filed an application pursuant to section 63.03 of the Commission’s rules to transfer Pac-West, including its U.S.-based wholly-owned subsidiaries, Pac-West Telecomm of Virginia, Inc. and Tex-Link Communications, Inc., as a result of the planned acquisition of 100 percent of the shares of Pac-West by UPH.  As part of the proposed transaction, Applicants also request authority to transfer control of nWire, LLC, an indirect subsidiary of UPH, upon the current shareholders in PWAC obtaining an ownership interest in UPH.   

Pac-West, a California corporation, provides competitive local exchange carrier (LEC) and long distance telecommunications services in multiple states.  Pac-West Telecomm of Virginia, Inc. provides competitive LEC and long distance telecommunications services in Virginia.  Tex-Link Communications, Inc. provides competitive LEC and long distance telecommunications services in Texas.   Pac-West is a wholly owned subsidiary of PWAC, a Washington limited liability company that does not provide telecommunications services.  PWAC is a wholly owned subsidiary of Columbia Ventures Corporation (CVC), a Washington corporation.  Kenneth D. Peterson, Jr., a U.S. citizen, currently owns 100 percent of CVC.

UPH, a Delaware holding company that does not provide telecommunications services, indirectly owns 100 percent of nWire, a Delaware limited liability company that provides competitive LEC and long distance services in Texas, Arkansas, and Oklahoma.  Applicants state that J. Michael Holloway, a U.S. citizen, currently holds an indirect 68.08 percent ownership interest in UPH and that, following the proposed transaction, he will hold an indirect 44.58 percent ownership interest in UPH.  UPH-AS, a California corporation, is a wholly owned subsidiary of UPH that does not provide telecommunications services and that was formed for purposes of the transaction.  Applicants state that, in addition to Mr. Holloway, the following entities will own 10 percent or more of UPH post-closing:  CVC (29.45 percent), and CIT Group/Equity Investments, Inc., a New Jersey corporation (10.22 percent).  Applicants state that CIT Group/Equity Investments, Inc. is a wholly owned subsidiary of CIT Group, Inc., a publicly-traded Delaware holding company.

Pursuant to the terms of the proposed transaction, Applicants state that the capital stock of Pac-West will be exchanged for and converted into common stock of UPH.  The current shareholders in PWAC, the parent company of Pac-West, will obtain a 29.45 percent ownership interest in UPH.  Pac-West will be merged into UPH-AS, a wholly owned subsidiary of UPH, with Pac-West as the surviving entity.  Pac-West Telecomm of Virginia, Inc. and Tex-Link Communications, Inc. will continue to operate as wholly owned subsidiaries of Pac-West.  As indicated above, Mr. Holloway’s ownership interest in UPH will be reduced from 68.08 percent to 44.58 percent.  nWire will continue to operate as a wholly owned subsidiary of UPH.  Applicants state that, as a result, de jure control of nWire will transfer from Mr. Holloway to the general shareholders of UPH.