The Transaction

The end result of this indirect transfer of control, via Peach Merger Sub, Inc., is that Windstream will become the ultimate parent company of PAETEC and all of its subsidiaries, with each of the existing PAETEC subsidiaries remaining as wholly-owned subsidiaries of their existing intermediate parent companies.

Applicants assert that they expect that the merger will enable the combined entities to better meet the local, national and global needs of enterprises, wholesale buyers and other customers.

Applicants assert that this change of control will not involve a transfer of the operating authority, assets or customers of the PAETEC Regulated Entities, and that customers will be offered the same services, rates, terms and conditions as are currently offered. Applicants further assert that any post-transaction name changes, or modifications to the services, rates, terms and conditions offered by the PAETEC Regulated Entities will be only be undertaken pursuant to the requirements of applicable law and Commission rules.