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Published on 3/2/2011 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Windstream tenders for up to $600 million of 8 5/8% senior notes

By Susanna Moon

Chicago, March 2 - Windstream Corp. said it began a cash tender offer to purchase up to $600 million principal amount of its $1,746,000,000 of outstanding 8 5/8% senior notes due 2016.

The company will pay $1,035.00 for each $1,000 principal amount of notes tendered by the early tender deadline of 5 p.m. ET on March 11.

The total payment includes an early tender fee of $30.00 per $1,000 principal amount. Holders who tender after the early deadline will not receive the early tender payment.

The offer will run until midnight ET on March 29.

Windstream also will pay accrued interest to, but not including, the settlement date, which is expected to be March 30.

If the amount of tendered notes exceeds the offer cap, the notes purchased will be prorated.

Tendered notes may be withdrawn before 5 p.m. ET on March 11.

The tender offer is conditioned on the completion of a debt financing sufficient to help fund the offer. Funding for the offer will also come from drawing on the company's revolving line of credit.

The offer is not conditioned on the tender of a minimum principal amount of notes.

Windstream is not soliciting consents from holders of notes in connection with the tender offer.

Citigroup Global Markets Inc. (800 558-3745 or collect at 212 723-6106) and Wells Fargo Securities, LLC (866 309-6316 or collect at 704 715-8341) are the dealer managers for the tender offer. U.S. Bank NA is the depositary, and Global Bondholder Services Corp. (866 389-1500 or 212 430-3774) is the information agent.

The issuer is a Little Rock, Ark.-based communications and technology solutions provider.


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