Windstream Stockholders Approve REIT Spin-off
by February 20, 2015 12:36 pm 121 views
Windstream has a different look and is a little lighter than it was yesterday.
The Little Rock-based telecom announced that its shareholders approved all proposals presented at a special meeting on Friday, including the spin-off of its fiber, copper and other assets into an independent, publicly-traded REIT (real estate investment trust).
The spin-off plan was announced last July and will be initially called Commercial Sales and Leasing (CS&L). Kenny Gunderman was hired to lead the new company last week.
At the special shareholders’ meeting, Windstream’s stockholders approved a 1-for-6 reverse stock split, which will be completed following the closing of the REIT transaction and distribution of CS&L shares to stockholders.
Additionally, stockholders approved the amendment to the certificate of incorporation of the company’s subsidiary, Windstream Corporation, to facilitate the conversion of Windstream Corporation to a limited liability company (LLC).
“We appreciate the overwhelming support of our stockholders for these two important proposals. With the favorable outcome of today’s vote, we look forward to working in partnership with CS&L’s recently appointed CEO, Kenny Gunderman, to finalize the leadership team and complete the required financing to execute the transaction and maximize value for shareholders,” said Tony Thomas, President and CEO of Windstream.
Stockholders representing 426,185,770 shares, or 71% of the common shares outstanding as of the Jan. 9, 2015 record date, were present or were represented at the meeting by proxy.
The proposal to effect a reverse stock split received 95% of the votes cast at the meeting, which represented 67% of the total shares outstanding.
Windstream expects to close the REIT spin-off transaction in the first half of 2015.
Following the close, Windstream shareholders will maintain their Windstream shares and receive 0.20 shares of CS&L for each Windstream share held, on a pre-split basis.
CS&L expects to pay an annual dividend of $2.40 per share post-spinoff, paid quarterly. Windstream plans to maintain its current dividend practice through the close of the transaction, and following the close of the transaction and stock split, expects to pay an annual dividend of $.60 per share, paid quarterly.