FAIRPORT, N.Y. & CHARLOTTE,
N.C.--(BUSINESS WIRE)--US LEC Corp.
(NASDAQ:
CLEC -
News) and privately owned PAETEC
Corp. today announced the completion
of their planned merger transaction,
which is effective today. The
combined company will conduct
business as PAETEC Holding Corp.
(PAETEC), and its common stock will
trade beginning tomorrow on the
NASDAQ Global Select Market under
the ticker symbol "PAET."
"The completed merger is a
significant milestone in the history
of competitive U.S. carriers
offering business telecommunications
services," said Arunas A. Chesonis,
Chairman and Chief Executive Officer
of PAETEC. "Bringing the two
successful companies together
enables us to offer a wider array of
products and services over a greater
geographic reach, thereby bringing
increased value to our customers and
stakeholders."
PAETEC will have nearly 2,300
employees serving more than 45,000
medium-sized and large business
customers. The company offers an
extensive line of voice, data and IP
services, as well as enterprise
communications management software,
network security solutions, CPE, and
managed services.
"The result of this merger not
only provides US LEC shareholders
with substantial value, but also
creates considerable opportunities
for customers and stakeholders of
the combined company," said Richard
Aab, Vice Chairman of PAETEC, who
had served as US LEC's chairman.
"From various perspectives, the
merger of the two outstanding
communications companies was an
ideal fit."
Expected cost savings and
additional revenue synergies should
contribute to strong cash flows and
a solid balance sheet, while the
PAETEC customer base should benefit
from the combined product sets of
the two companies and from some of
the best customer service and
support in the industry. PAETEC will
be able to offer a greater suite of
advanced products and services over
an extremely flexible, capital
efficient network through a
high-quality, customer-oriented
sales force.
Under the terms of the merger
agreement, US LEC stockholders are
receiving one share of PAETEC common
stock for each share of US LEC
common stock, and PAETEC Corp.
stockholders are receiving 1.623
shares of PAETEC common stock for
each share of PAETEC Corp. common
stock. US LEC and PAETEC Corp.
stockholders holding stock
certificates will soon receive share
exchange instructions.
PAETEC obtained $850 million of
new credit facilities at the closing
of the merger transaction. PAETEC
Corp. and US LEC, which became
PAETEC subsidiaries as a result of
the merger transaction, used $800
million of facility proceeds and
cash on hand to refinance
substantially all of their senior
secured indebtedness and to
repurchase all outstanding shares of
US LEC convertible preferred stock.
The combination, which was
announced August 14, 2006, was
approved by both companies'
stockholders at meetings held on
February 28, 2007. The companies had
previously received the necessary
regulatory approvals from the
Federal Communications Commission
and applicable state regulatory
agencies, and the applicable waiting
period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976
had expired.
PAETEC executives are expected to
ring the opening bell at the NASDAQ
Stock Market on Thursday, March 1.
Company Leadership and
Headquarters
Arunas A. Chesonis will continue
to serve PAETEC as Chief Executive
Officer and Chairman of the Board.
EJ Butler will continue as Chief
Operating Officer, and Keith Wilson
will continue as Chief Financial
Officer and as a member of the
Board.
Richard T. Aab, co-founder of US
LEC, will serve as vice chairman of
the board. Other board members
include H. Russell Frisby, Jr.,
partner-in-charge of the Telecom
Group of the law firm of Fleischman
and Walsh, L.L.P., Tansukh V.
Ganatra, co-founder of and immediate
past US LEC interim CEO, James A.
Kofalt, President of KOCOM
Communications, Inc., William R.
McDermott, President and CEO SAP
America, Inc., Michael C. Mac
Donald, President of Global Accounts
and Marketing Operations for Xerox
Corp., and Mark Zupan, Dean of the
William E. Simon Graduate School of
Business Administration at the
University of Rochester.
PAETEC will be headquartered in
Fairport, N.Y., and will maintain
operations in Charlotte, N.C., with
considerable penetration throughout
the Eastern United States and a
significant presence in several
other markets throughout the
country, including Chicago and the
West Coast.
About PAETEC
PAETEC (NASDAQ:
PAET -
News) is personalizing business
communications for medium-sized and
large businesses, enterprise
organizations and institutions
across the United States. We offer a
comprehensive suite of voice, data,
and IP services, as well as
enterprise communications management
software, network security
solutions, CPE, and managed
services. More information about the
companies can be found by visiting
www.paetec.com or
www.uslec.com.
Forward-Looking Statements
Except for the historical and
current factual information
contained herein, this release
contains "forward-looking
statements" within the meaning of
Section 27A of the Securities Act of
1933 and Section 21E of the
Securities Exchange Act of 1934. All
statements by PAETEC regarding its
expected financial position,
revenues, cash flow and other
operating results, business
strategy, financing plans,
forecasted trends related to the
markets in which it operates, and
similar matters are forward-looking
statements. PAETEC's actual results
could be materially different from
its expectations because of various
risks. These risks, some of which
are discussed under the caption
"Risk Factors" in the company's
registration statement on Form S-4
on file with the SEC, include
intensifying competition in the
market for network services, adverse
changes in the legislative or
regulatory treatment of the
company's products and services, the
company's dependence on new product
development, rapid technological and
market change, customer attrition,
appeals of or failures by third
parties to comply with rulings of
governmental entities, inability to
meet installation schedules, failure
to maintain underlying service and
vendor arrangements, and various
other factors beyond the company's
control. Other important risk
factors that could cause PAETEC's
actual results to differ from those
contained or implied in its
forward-looking statements include
the company's possible failure to
realize the cost savings, operating
efficiencies and new revenue
opportunities expected to result
from the merger of PAETEC Corp. and
US LEC, as well as the impact of the
company's substantial level of
indebtedness on its financial
position and ability to compete
effectively. PAETEC disclaims any
responsibility to update these
forward-looking statements.