Windstream Holdings, Inc. (Nasdaq:WIN) announced today certain
results of Windstream Services, LLC's (the “Company”) previously
announced exchange offers (the “Exchange Offers”) with respect to
certain of its outstanding senior notes.
The early tender date (the “Early Tender Date”) for each of the
Company's Exchange Offers with respect to its 7.75% senior notes
due 2021 (“2021 Notes”) and 7.50% senior notes due 2022 (“2022
Notes”) (the “2021/2022 Exchange Offers”) and the Exchange Offer
with respect to its 7.50% senior notes due 2023 (“2023 Notes”) (the
“2023 Exchange Offer”) was 5:00 p.m., New York City time,
on December 11, 2017. In addition, the withdrawal
deadline with respect to the 2021/2022 Exchange Offers has expired.
Notes tendered for exchange pursuant to the 2021/2022 Exchange
Offers may not be validly withdrawn, unless the Company determines
in the future in its sole discretion to permit
withdrawal.
2021/2022 Exchange Offers
As of the Early Tender Date, pursuant to the 2021/2022 Exchange
Offers, the Company had received from holders valid and unrevoked
tenders of $537,636,000 aggregate principal amount of
2021 Notes, representing approximately 86% of the outstanding 2021
Notes, and $232,093,000 aggregate principal amount of 2022 Notes,
representing approximately 85% of the outstanding 2022 Notes. The
Company will accept for exchange all such tendered 2021 Notes and
2022 Notes in exchange for approximately $832.6
million aggregate principal amount of new 8.75% senior notes
due 2024 (“2024 Notes”) on the Early Settlement Date (as defined
below), subject to the terms of the 2021/2022 Exchange
Offers.
The Company is also now offering to pay the early exchange
consideration to all holders who validly tender 2021 Notes or 2022
Notes after the Early Tender Date and prior to the expiration date
for the 2021/2022 Exchange Offers. As a result, the late exchange
consideration pursuant to the 2021/2022 Exchange Offers is $1,085
and $1,075 principal amount of new 2024 Notes for each $1,000
principal amount of 2021 Notes and 2022 Notes, respectively.
2023 Exchange Offer
As of the Early Tender Date, pursuant to the 2023 Exchange
Offer, the Company had received from holders valid and unrevoked
tenders of $68,210,000 aggregate principal amount of 2023
Notes, representing approximately 57% of the outstanding 2023
Notes.
The 2023 Exchange Offer is conditioned upon, among other things,
a minimum of $90.0 million in aggregate principal amount of 2023
Notes being validly tendered at or prior to the expiration date and
accepted in the 2023 Exchange Offer, subject to the Company’s right
at any time to waive this condition in its sole discretion, without
extending the applicable withdrawal deadline or otherwise
reinstating withdrawal rights, subject to applicable law. The
withdrawal deadline for the 2023 Exchange Offer is being extended
to the earlier of the first settlement date or the expiration date
for the 2023 Exchange Offer. The Company will promptly settle the
2023 Exchange Offer with respect to all 2023 Notes then validly
tendered (and not validly withdrawn) when all conditions to the
2023 Exchange Offer have been satisfied or waived by us (or will be
on such settlement date). Any such settlement date may occur before
the expiration date, in which case 2023 Notes validly tendered (and
not validly withdrawn) will be accepted for exchange and the
holders thereof will not be permitted to validly withdraw such 2023
Notes.
The Company is also now offering to pay the early exchange
consideration to all holders who validly tender 2023 Notes after
the Early Tender Date and prior to the expiration date for the 2023
Exchange Offer. As a result, the late exchange consideration
pursuant to the 2023 Exchange Offer is $1,075 principal amount of
new 6 3/8% Notes for each $1,000 principal amount of 2023
Notes.
Early Settlement Date
Subject to the terms and conditions of the 2021/2022 Exchange
Offers, the Company will settle all 2021 Notes and 2022 Notes that
have been validly tendered (and not validly withdrawn) by the
Early Tender Date and accepted for exchange on the Early Settlement
Date. The Early Settlement Date for the 2021/2022 Exchange Offers
is expected to occur on or after December 13, 2017, but may
change at the Company's option and is subject to all conditions to
the 2021/2022 Exchange Offers having been satisfied or waived by
the Company.
The expiration date of each of the Exchange Offers
remains 11:59 p.m., New York City time,
on December 26, 2017.
Global Bondholder Services Corporation is acting as the
Information and Exchange Agent for the Exchange Offers. Questions
or requests for assistance related to the Exchange Offers and for
additional copies of the offering memoranda and the letter of
transmittal related to the Exchange Offers (collectively, the
“Offering Documents”) may be directed to Global Bondholder
Services Corporation at (866) 807-2200 (toll free) or (212)
430-3774 (collect). To see if you are eligible to participate,
please visit: http://gbsc-usa.com/eligibility/Windstream. You
may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Exchange
Offers.
Holders are advised to check with any bank,
securities broker or other intermediary through which they hold any
of the notes as to when such intermediary needs to receive
instructions from a holder in order for that holder to be able to
participate in, or (in the circumstances in which revocation is
permitted) revoke their instruction to participate in, the Exchange
Offers, before the deadlines specified herein and in the Offering
Documents. The deadlines set by each clearing system for the
submission and withdrawal of tender instructions will also be
earlier than the relevant deadlines specified herein and in the
Offering Documents.
None of the Company, its board of directors, its officers, the
dealer manager, the exchange agent or the trustee with respect to
the outstanding notes, or any of the Company's or their respective
affiliates, makes any recommendation that holders tender any
outstanding notes in response to the Exchange Offers, and no one
has been authorized by any of them to make such a recommendation.
Holders must make their own decision as to whether to participate
and, if so, the principal amount of outstanding notes to
tender.
This press release is for informational purposes only. It is not
an offer to exchange or a solicitation of an offer to exchange any
notes. The Exchange Offers are being made solely pursuant to the
offering memoranda and related letter of transmittal. The Exchange
Offers are not being made to holders of notes in any jurisdiction
in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any offer, solicitation or sale of any securities in
any state or other jurisdiction in which such an offer,
solicitation or sale would be unlawful.
About Windstream
Windstream Holdings, Inc. (NASDAQ:WIN), a FORTUNE 500 company,
is a leading provider of advanced network communications and
technology solutions for consumers, small businesses, enterprise
organizations and carrier partners across the U.S. Windstream
offers bundled services, including broadband, security solutions,
voice and digital TV to consumers. The company also provides data,
cloud solutions, unified communications and managed services to
business and enterprise clients. The company supplies core
transport solutions on a local and long-haul fiber-optic network
spanning approximately 150,000 miles.
Forward-Looking Statements
Certain statements contained in this press release may
constitute forward-looking statements. Forward-looking statements
are subject to uncertainties that could cause actual future events
and results to differ materially from those expressed in the
forward-looking statements. These forward-looking statements are
based on estimates, projections, beliefs, and assumptions that
Windstream believes are reasonable but are not guarantees of future
events and results. Actual future events and results of Windstream
may differ materially from those expressed in these forward-looking
statements as a result of a number of important factors, including
those described in filings by Windstream with the Securities and
Exchange Commission, which can be found at www.sec.gov.
Media Contact:David Avery,
501-748-5876david.avery@windstream.com
Investor Contact:Chris King, 704-319-1025
christopher.c.king@windstream.com