Windstream begins tender offer for 7¾% notes issued by Valor units

By Marisa Wong

Madison, Wis., Jan. 7 - Windstream Corp. announced that it has started a cash tender offer to purchase any and all of the outstanding 7¾% senior notes due 2015 issued by its wholly owned subsidiaries Valor Telecommunications Enterprises, LLC and Valor Telecommunications Enterprises Finance Corp.

The tender offer is scheduled to expire at midnight ET on Feb. 4.

Holders who tender their notes by 5 p.m. ET on Jan. 21, the early tender date, will receive the total consideration of $1,025.83 for each $1,000 principal amount of notes, which includes an early tender payment of $25.83.

Holders who tender their notes after the early tender date will receive the tender offer consideration of par, which is equal to the total consideration minus the early tender payment.

In addition, holders of notes accepted for payment will receive accrued interest from the last interest payment date to but excluding the applicable settlement date.

Windstream said it may elect to accept for purchase prior to the expiration of the tender offer all notes tendered by the early tender date. Settlement for notes tendered by the early tender date will be Jan. 24.

The final settlement date will be Feb. 7.

The company said it expects to redeem any and all notes not purchased in the tender offer.

The tender offer is subject to the satisfaction of conditions, including completion of a debt financing for sufficient cash proceeds to fund about 50% of the total consideration. The offer is not conditioned on the tender of a minimum principal amount of notes, and the company is not soliciting consents from noteholders.

J.P. Morgan Securities LLC (800 245-8812 or collect at 212 270-1200) and Morgan Stanley & Co. Inc. (800 624-1808 or 212 761-0858) are dealer managers for the tender offer. The Bank of New York Mellon is the depositary, and i-Deal LLC (888 593-9546 or 212 849-5000) is the information agent.

Windstream is a Little Rock, Ark.-based communications and technology company that provides IP-based voice and data services, MPLS networking, data center and managed hosting services and communication systems to businesses and government agencies.

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