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State Regulators Approve Windstream REIT

Windstream has moved a step closer to completing its spinoff of a real estate investment trust (REIT) following regulatory approvals from state public service commissions.

The REIT will be named Communications Sales & Leasing, Inc. (CS&L).

Windstream plans to hold a special meeting of stockholders on Feb. 20 in conjunction with the REIT spinoff to approve a one-for-six reverse stock split. Windstream, the Little Rock, Arkansas-based telecommunications company, anticipates closing the transaction in the first half of 2015, pending the satisfaction of closing conditions including final approval by Windstream’s board of directors.

“Securing these regulatory approvals is an important milestone in our work and affirms the compelling benefits of the transaction to consumers and businesses,” said Windstream Director Francis X. “Skip” Frantz, in a statement. “The spinoff remains a strategic priority for Windstream and with the state regulatory approval process complete, we are focused on executing the final steps of the transaction.”

Frantz will serve as chairman of CS&L’s board, and he is spearheading the process to select a president and CEO for the REIT.

Windstream plans to hold a special meeting of stockholders on Feb. 20 in conjunction with the spinoff to approve a one-for-six reverse stock split. During the meeting, stockholders also will consider a move to facilitate the conversation of Windstream Corporation into a limited liability company. Without the conversion to an LLC, the company said in December, the spinoff would trigger a tax liability of approximately $600 million to $800 million.

In July 2014, Windstream announced an agreement to spin off its telecom network assets into an independent, publicly traded REIT under a tax-free transaction that the company said will enable it to lower debt and boost cash flow. The REIT will lease assets to Windstream through a long-term triple-net exclusive lease with an estimated rent payment of $650 million annually.


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