Windstream 2015 Annual Report Download - page 93

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REGULATION
We are subject to regulatory oversight by the FCC for particular interstate matters and state public utility commissions (“PUCs”)
for certain intrastate matters. We are also subject to various federal and state statutes that direct such regulations. We actively
monitor and participate in proceedings at the FCC and PUCs and engage federal and state legislatures on matters of importance
to us.
From time to time, federal and state legislation is introduced dealing with various matters that could affect our business. Most
proposed legislation of this type never becomes law. It is difficult to predict what kind of legislation, if any, may be introduced
and ultimately become law.
For additional information on these and other regulatory items, please refer to the “Regulatory Matters” section of Management’s
Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K.
DIVIDEND POLICY
We amended our certificate of incorporation to decrease the number of authorized shares of common stock from 1.0 billion to
166.7 million and enacted a one-for-six reverse stock split with respect to all of our outstanding shares of common stock which
became effective on April 26, 2015. On January 15, 2016, we paid our previously declared quarterly dividend of $.15 per share.
On February 10, 2016, we declared a cash dividend of $.15 per share on our common stock which is payable on April 15, 2016,
to shareholders of record on March 31, 2016. Our dividend practice can be changed at any time at the discretion of our board of
directors. Accordingly, we cannot assure you we will continue paying dividends at the current rate. See Item 1A, “Risk Factors,”
for more information concerning our dividend practice.
MATERIAL ACQUISITIONS AND DISPOSITIONS
Acquisitions
On November 30, 2011, we acquired PAETEC Holding Corp. in an all stock transaction valued at approximately $2.4 billion. In
this transaction, we added an attractive base of medium to large-sized business customers, approximately 36,700 fiber route miles,
seven data centers, and an experienced sales force focused on serving enterprise-level customers.
Dispositions
Sale of Data Center Business - On December 18, 2015, we completed the sale of a substantial portion of our data center business
to TierPoint LLC (“TierPoint”) for $575.0 million in cash. In the transaction, TierPoint acquired 14 of Windstream’s 27 data centers,
including data centers located in Arkansas, Illinois, Massachusetts, North Carolina, Pennsylvania, and Tennessee. The remaining
data centers retained by us are primarily shared colocation facilities. As part of the transaction, we established an ongoing reciprocal
strategic partnership with TierPoint, allowing both companies to sell their respective products and services to each other’s
prospective customers through referrals.
Spin-off of Certain Network and Real Estate Assets - On April 24, 2015, we completed the spin-off of certain telecommunications
network assets, including our fiber and copper networks and other real estate, into an independent, publicly traded real estate
investment trust. The spin-off also included substantially all of our consumer CLEC business. The telecommunications network
assets consisted of copper cable and fiber optic cable lines, telephone poles, underground conduits, concrete pads, attachment
hardware (e.g., bolts and lashings), pedestals, guy wires, anchors, signal repeaters, and central office land and buildings, with a
net book value of approximately $2.5 billion at the time of spin-off. We requested and received a private letter ruling from the
Internal Revenue Service on the qualification of the spin-off as a tax-free transaction and the designation of the telecommunications
network assets as real estate.