Windstream Holdings, Inc. (Nasdaq:WIN) announced today that (i)
Windstream Services, LLC (the “Company”) is extending its
previously announced Consent Solicitations (as defined below) and
(ii) the Company and Windstream Finance Corp. (the “Co-Issuer” and,
together with the Company, the “Issuers”) are extending their
previously announced Exchange Offers (as defined below), each with
respect to certain of the Company’s outstanding senior notes (the
“Notes”).
Consent Solicitations
The Company is extending the expiration date for its consent
solicitations with respect to its (i) existing 7.75% senior notes
due 2021 (the "2021 Notes") and (ii) 7.50% senior notes due 2022
(the "2022 Notes") (together, the “Consent Solicitations”). The
expiration date for the Consent Solicitations has been extended to
11:59 p.m., New York City time, on November 16, 2017.
The Company launched the Consent Solicitations on October 18,
2017, seeking consents from holders of each series of Notes to
waive certain alleged defaults with respect to transactions related
to the spin-off of Uniti Group, Inc. (the "Spin-Off") and to amend
the indentures governing these Notes to give effect to such waivers
and amendments.
The Consent Solicitations require consents from holders
representing a majority of the outstanding aggregate principal
amount of an applicable series of Notes in order for such waivers
and amendments to become effective with respect to such series of
Notes. The Company denies that any alleged default has occurred and
is seeking a judicial declaration that there has been no default in
connection with the Spin-Off and related transactions.
Exchange Offers
The expiration date for the Issuers’ (i) exchange offer with
respect to their 2020 Notes (the “2020 Exchange Offer”), (ii)
exchange offer with respect to their 2021 Notes (the “2021 Exchange
Offer”) and (iii) exchange offers with respect to their 2022 Notes
and their 2023 Notes (the “2022/2023 Exchange Offers” and, together
with the 2020 Exchange Offer and the 2021 Exchange Offer, the
“Exchange Offers”) has been extended to 11:59 p.m., New York City
time, on November 16, 2017 (the “Exchange Offers Expiration
Date”).
The Issuers previously announced the early results of the
Exchange Offers as of 5:00 p.m., New York City time, on October 31,
2017 (the “Early Tender Date”) and, on November 7, 2017, the
Issuers announced the early settlement with respect to certain
series of the existing Notes that was completed on November 6, 2017
(the “Early Settlement Date”).
2022/2023 Exchange Offers
As of 11:59 p.m., New York City time, on November 14, 2017,
pursuant to the 2022/2023 Exchange Offers, the Issuers had received
from holders valid and unrevoked tenders of (i) approximately
$167.5 million aggregate principal amount of 2022 Notes,
representing approximately 37.96% of the 2022 Notes outstanding
prior to the Early Settlement Date, of which $373,000 were validly
tendered after the Early Tender Date and (ii) approximately $222.9
million aggregate principal amount of 2023 Notes, representing
approximately 64.91% of the 2023 Notes outstanding prior to the
Early Settlement Date, of which approximately $5.7 million were
validly tendered after the Early Tender Date.
2021 Exchange Offer
As of 11:59 p.m., New York City time, on November 14, 2017,
pursuant to the 2021 Exchange Offer, the Issuers had received from
holders valid and unrevoked tenders of approximately $212.5 million
aggregate principal amount of 2021 Notes, representing
approximately 26.26% of the 2021 Notes outstanding prior to the
Early Settlement Date, of which $828,000 were validly tendered
after the Early Tender Date.
2020 Exchange Offer
Since the aggregate principal amount of 2020 Notes validly
tendered at or prior to the Early Tender Date would have caused the
maximum amount of new 8.625% Senior First Lien Notes that may be
issued in exchange for 2020 Notes in the 2020 Exchange Offer to be
exceeded, 2020 Notes tendered before the Early Tender Date were
subject to proration and no 2020 Notes tendered after the Early
Tender Date are being accepted for exchange, pursuant to the terms
of 2020 Exchange Offer.
Final Settlement Date
The final settlement date of the Exchange Offers is expected to
occur on or after November 22, 2017 (the “Final Settlement Date”),
and will apply to all 2021 Notes, 2022 Notes and 2023 Notes validly
tendered (and not validly withdrawn) after the Early Tender Date,
but at or prior to the Exchange Offers Expiration Date, and
accepted for exchange pursuant to the terms and conditions of the
2021 Exchange Offer or the 2022/2023 Exchange Offers, as
applicable. The Final Settlement Date may change at the Issuers’
option and is subject to all conditions to the applicable Exchange
Offer having been satisfied or waived by the Issuers. The
withdrawal deadline with respect to each of the Exchange Offers has
expired. Notes tendered for exchange pursuant to any of the
Exchange Offers may not be validly withdrawn, unless the Issuers
determine in the future in their sole discretion to permit
withdrawal.
Global Bondholder Services Corporation is
acting as the Information and Exchange Agent for the Exchange
Offers and the Information and Tabulation Agent for the Consent
Solicitations. Questions or requests for assistance related to the
Exchange Offers or Consent Solicitations and for additional copies
of the offering memoranda and the letter of transmittal related to
the Exchange Offers or Consent Solicitation Statements and the
letter of consent, if applicable, related to the Consent
Solicitations (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 or
Consent Solicitations.
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 or
Consent Solicitations, 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, the information and tabulation
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 or deliver consents pursuant to the
Consent Solicitations, 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 and the
Consent Solicitations are being made solely pursuant to the consent
solicitation statements and related letter of consent, if
applicable. The Exchange Offers and Consent Solicitations 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,
including with respect to Windstream's ability to
complete the Exchange Offers and the Consent Solicitations
described in this press release, 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,
704-319-1025christopher.c.king@windstream.com