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Dec 20, 2006 - PAETEC Interconnects With Stealth's Voice Peering Fabric
Dec 05, 2006 - PAETEC Wins Selling Power Sales Excellence Award
Dec 04, 2006 - PAETEC Launches Online Account Management Tool
Nov 27, 2006 - Simon School Receives Major Gift From Arunas and Pamela Chesonis
Nov 22, 2006 - PAETEC Receives Positive Rating in TEM Report by Leading Analyst Firm
Nov 17, 2006 - PAETEC Receives Corporate Philanthropy Award
Nov 09, 2006 - PAETEC Announces Two 40 Under 40 Recipients
Nov 06, 2006 - PAETEC Signs Service Agreement with Tampa Bay Devil Rays
Oct 24, 2006 - US LEC Corp and PAETEC Communications Receive Federal Communications Commission Approval for Merger
Oct 09, 2006 - PAETEC Named Top Overall CLEC by ATLANTIC-ACM
Oct 04, 2006 - PAETEC Completes Nationwide Roll-Out of iPATH VoIP Services
Sep 22, 2006 - PAETEC and US LEC Announce Early Termination of Hart-Scott-Rodino Waiting Period For Proposed Merger
Sep 19, 2006 - PAETEC Achieves Small and Medium Business Expert Distinction from Avaya
Sep 12, 2006 - PAETEC Adds Web Protection to Security Solutions
Sep 07, 2006 - PAETEC Enters Conferencing Alliance with BrightCom
Sep 05, 2006 - PAETEC Offers Crisis Connection for Florida Businesses
Aug 31, 2006 - PAETEC a Finalist for Corporate Citizenship Award
Aug 29, 2006 - PAETEC Expands its Network Presence in Tampa
Aug 14, 2006 - PAETEC AND US LEC TO COMBINE IN $1.3 BILLION TRANSACTION
Jul 24, 2006 - City's Employer-Assisted Housing Initiative Welcomes PAETEC
Jul 13, 2006 - PAETEC CEO Named Committee Chair of Earth System Initiative
Jun 30, 2006 - PAETEC Honored by Hotel Association of Los Angeles
Jun 20, 2006 - Securities Industry Association Selects PAETEC for IP Voice Trading Services
Jun 14, 2006 - PAETEC Receives Frost and Sullivan Business Development Strategy Award
Jun 12, 2006 - PAETEC Completes $400 Million Credit Facility
Jun 07, 2006 - PAETEC Receives Marketer of the Year Award From RAMA
Jun 05, 2006 - PAETEC Selects Lucent Technologies' New 'Smart' Call Processing Service
May 31, 2006 - PAETEC Signs Software Contract with the City of New York
May 18, 2006 - PAETEC Welcomes New Board Member Mark Zupan
May 09, 2006 - PAETEC SECURETEC MPLS Now Has a World-Reach
May 02, 2006 - PAETEC Now Offers Software for Services Financing Program
Apr 06, 2006 - PAETEC CEO Receives Entrepreneurial Award from RIT
Apr 04, 2006 - PAETEC Solution Now Rated 'Avaya Compliant'
Mar 31, 2006 - PAETEC, CICU Team to Cut Higher Education Costs in New York
Mar 28, 2006 - PAETEC Commended by New York Public Service Commission
Mar 23, 2006 - PAETEC Welcomes New Board Member Keith Wilson
Mar 02, 2006 - PAETEC Surpasses One Million Access Lines in Service
Mar 01, 2006 - PAETEC Completes $125 Million Credit Facility
Feb 17, 2006 - PAETEC Employees Achieve Bonus Award
Feb 02, 2006 - Brooks Announces PAETEC Communications to Expand in Monroe County
Jan 23, 2006 - PAETEC Launches iPATH, a Suite of VoIP Services for Businesses
Jan 19, 2006 - PAETEC Donates More Than $770,000 to Charities in 2005
Sponsors of the 2006 Selling Power Sales Excellence Awards include Careerbuilder.com, Factiva, Fusion Sales Partners, HR Chally, and SAP.
Driving the convergence of voice and data communications with business applications - and distinguished by comprehensive worldwide services - Avaya helps customers leverage existing and new networks to achieve superior business results. For more information visit the Avaya website: www.avaya.com.
US LEC has entered into an agreement to repurchase its outstanding Series A Preferred Stock, held by Bain Capital and Thomas H. Lee Partners LP, at a price which reflects a $30 million discount to its accreted value (approximately $268 million as of December 31, 2006, net of discount). Upon closing, this repurchase would eliminate US LEC's Convertible Preferred Stock due April 2010.
"This merger provides US LEC shareholders with significant value and is a transformational
event for our company, creating substantial opportunities for customers and offering
shareholders of both US LEC and PAETEC the ability to participate in the upside potential
of the combined company," said Richard Aab, Chairman of US LEC. "This is an excellent fit
from an operational and financial perspective. An important rationale for our merger is the
cost savings we will be able to capture, as well as additional revenue synergies that have not
yet been factored into our financial projections. With respect to integrating our technology,
both companies' networks are highly adaptive, capital efficient and extremely compatible.
The new PAETEC's customer base will benefit from an enhanced capacity to deliver new,
innovative communications services and a relationship with an even stronger, more
competitive partner."
"We are excited to be combining with US LEC," said Arunas Chesonis, Chairman and Chief
Executive Officer of PAETEC. "Rick and I share a common vision for the industry and are
firm believers in our business models. This strategic combination of highly complementary
operating companies is about scale, scope and growth. The new PAETEC will provide our
combined 45,000 enterprise business customers with some of the newest and most innovative
solutions in the rapidly converging world of voice, data and enhanced services. Both
PAETEC and US LEC are solid operating companies that have proven themselves in a highly
competitive marketplace. We share a 'customer comes first' attitude and are committed to
building and keeping world-class partnerships."
Mr. Chesonis continued, "Given the complementary nature of the two companies' product
and technology portfolios, as well as their geographic footprints, the new PAETEC will be
well positioned to capitalize on significant cross-selling opportunities. I am confident that
we will deliver substantial long-term value to our customers and shareholders."
Achievable Synergies
US LEC and PAETEC expect the proposed transaction to provide substantial benefits for
shareholders of the combined company and significant value creation through identified
highly achievable synergies of $25 million in the first year after closing, and $40 million
annually beginning in 2008. As facilities and operations are consolidated, a substantial
portion of network cost synergies and capital expenditure savings are expected to come from
increased scale and the smooth integration of the companies' state of the art network
operations and IT. Additional savings are expected to result from combining staff functions
and the elimination of a significant amount of SG&A expenses that would be duplicative in
the combined company.
Company Leadership and Headquarters
Upon the close of the transaction, Arunas Chesonis will become Chairman and Chief
Executive Officer of the combined company, and Richard Aab will become Vice Chairman.
Keith Wilson, Chief Financial Officer of PAETEC, will become Chief Financial Officer of
the combined company, and EJ Butler, current PAETEC Chief Operating Officer, will
become Chief Operating Officer. J. Lyle Patrick, Chief Financial Officer of US LEC, will
lead the integration efforts as Executive Vice President of Integration. The combined
company will be headquartered in Fairport, NY, and will maintain US LEC's operations in
Charlotte, NC, with significant operations in the Eastern corridor and a significant presence
in several other markets throughout the country, including Chicago and along the West
Coast.
Approvals
The transaction is subject to approval by a majority of both US LEC and PAETEC
shareholders and the satisfaction of closing conditions and regulatory approvals, including
receipt of financing and repurchase of US LEC's outstanding Preferred Stock, expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and approvals by state public service commissions in the states
where the combined company will operate. Bain Capital and Thomas H. Lee Partners LP,
which collectively own 24% of US LEC's outstanding shares on a voting basis, and Madison
Dearborn Partners and The Blackstone Group, which collectively own approximately 19.5%
of PAETEC's outstanding shares, have agreed to vote their respective shares in favor of the
transaction. The companies expect that the transaction will close in the fourth quarter of
2006.
Advisors
Deutsche Bank Securities Inc. is acting as financial advisor to US LEC and Skadden, Arps,
Slate, Meagher & Flom LLP is acting as legal advisor. Merrill Lynch & Co. and The
Blackstone Group are acting as financial advisors to PAETEC and Hogan & Hartson LLP is
acting as legal advisor. Deutsche Bank Securities Inc. and Houlihan Lokey Howard & Zukin
provided fairness opinions to US LEC's Board of Directors. Merrill Lynch & Co. and
Capitalink, L.C. provided fairness opinions to PAETEC's Board of Directors.
Conference Call and Webcast at 10:00 AM(ET)Today
PAETEC and US LEC will host a conference call for investors and analysts today, August
14, 2006 at 10:00 AM Eastern Time, to discuss today's announcement, as well as US LEC's
second quarter 2006 earnings. A live broadcast of the conference call will be available online
at www.uslec.com and www.paetec.com. To listen to the live call, visit either web site at
least fifteen minutes early to download, and install any necessary audio software. For those
who cannot listen to the live broadcast, a telephone replay will be available shortly after the
call through the close of business on August 17, 2006 and replay via web cast will be
available through September 14, 2006.
About PAETEC
PAETEC is an innovative supplier of communications solutions to medium and large
businesses and institutions. With the belief that every customer has unique needs, PAETEC
offers personalized solutions that include a comprehensive suite of Voice over Internet
Protocol (VoIP) services delivered over our Private-IP MPLS network. With more than
1,000,000 access line equivalents in service, PAETEC serves more than 17,000 core business
customers across the U.S. by offering a full line of telecommunications and Internet services,
enterprise communications management software, security solutions, and managed services.
The company was the recipient of the 2005 American Business Ethics Award for a mid-size
company, presented by the Society of Financial Services Professionals. PAETEC is
headquartered in Fairport, N.Y. More information about the company can be found by
visiting www.PAETEC.com.
About US LEC
Based in Charlotte, N.C., US LEC is a full-service provider of IP, data and voice solutions to
medium and large businesses and enterprise organizations throughout 16 Eastern states and
the District of Columbia. US LEC offers advanced, IP-based, data and voice services such as
MPLS VPN and Ethernet, as well as comprehensive Dynamic TSM VoIP-enabled services
and features. The company also offers local and long distance services and data services such
as frame relay, Multi-Link Frame Relay and ATM. US LEC provides a broad array of
complementary services, including conferencing, data backup and recovery, data center
services and Web hosting, as well as managed firewall and router services for advanced data
networking. US LEC also offers selected voice services in 27 additional states and provides
enhanced data services, dedicated Internet services and MegaPOP® (local dial-up Internet
access for ISPs) nationwide. For more information about US LEC, visit www.uslec.com.
Safe Harbor
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain
forward-looking statements so long as such information is identified as forward-looking and
is accompanied by meaningful cautionary statements identifying important factors that could
cause actual results to differ materially from those projected in the information. The use of words such as "may", "might", "will", "should", "expect", "plan", "anticipate",
"believe","estimate", "project", "intend", "future", "potential" or "continue", and other
similar expressions are intended to identify forward-looking statements.
All of these forward-looking statements are based on estimates and assumptions by
management that, although we believe them to be reasonable, are inherently uncertain.
Forward-looking statements involve risks and uncertainties, including, but not limited to,
economic, competitive, governmental and technological factors outside of our control, that
may cause our business, industry, strategy or actual results to differ materially from those
expressed or implied in the forward-looking statements.
These risks and uncertainties may include those discussed in US LEC's reports on Form 10-
K, Form 10-Q and Form 8-K on file with the Securities and Exchange Commission (the
"SEC"), and other factors which may not be known to us. Any forward-looking statement
speaks only as of its date. We undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events or
otherwise, except as required by law.
Additional Information andWhere to Find It
"New PAETEC" will file with the SEC a registration statement that will contain a proxy
statement/prospectus regarding the proposed merger transaction between PAETEC and US
LEC, as well as other relevant documents concerning the proposed transaction. Investors and
security holders of US LEC are urged to read the proxy statement/prospectus for the
transaction and the other relevant documents when they become available because they will
contain important information about "New PAETEC," PAETEC, US LEC and the proposed
merger transaction. The proxy statement/prospectus will be mailed to stockholders of US
LEC prior to their stockholders meeting. Investors and security holders of US LEC may
obtain free copies of the proxy statement/prospectus and other documents filed by "New
PAETEC" with the SEC (when they become available) at the SEC's web site at
www.sec.gov. Free copies of the definitive proxy statement/prospectus and other documents
also may be obtained by writing to PAETEC, One PAETEC Plaza, 600 Willowbrook Office
Park, Fairport, New York 14450, Attention: Investor Relations.
Information regarding the identity of persons who may, under the SEC's rules, be deemed to
be participants in the solicitation of stockholders of US LEC in connection with the proposed
transaction, and their interests in the solicitation, will be set forth in the proxy statement of
US LEC and in the registration statement that will be filed by "New PAETEC" with the SEC.
Contact Information
US LEC Investors:
J. Lyle Patrick
Executive Vice President and Chief Financial Officer, US LEC
704-319-1114
lpatrick@uslec.com
PAETEC Investors:
Keith Wilson
Chief Financial Officer, PAETEC
585-340-2970
keith.wilson@paetec.com
Media:
Steve Frankel / Sharon Goldstein
Both of Joele Frank, Wilkinson Brimmer Katcher
212-355-4449