Windstream extends consent request, cuts minimum issuance condition

New York, Oct. 25 – Windstream Holdings, Inc. announced an extension to the deadlines in its consent solicitations for four series of notes issued by Windstream Services, LLC and a reduction in the minimum issuance condition for the exchange offers.

For the notes covered by the exchange, the consent solicitation will now end at 5 p.m. ET on Oct. 27, pushed back from 5 p.m. ET on Oct. 24.

As of 5 p.m. ET on Oct. 24, consents had been received from holders of a majority of the 7¾% senior notes due 2020 and the 7½% senior notes due 2023.

For the 6 3/8% senior notes due 2023, the early consent deadline is now 5 p.m. ET on Oct. 27, pushed back from 5 p.m. ET on Oct. 24. As before, the solicitation will end at 5 p.m. ET on Nov. 2.

In addition, Windstream cut the minimum issuance condition for the new notes to $282 million from $587 million. The maximum exchange amount for the 7¾% senior notes due 2021 is reduced to $282 million from $587 million.

As announced on Oct. 19, the offers cover the company’s $650,947,000 of 7¾% senior notes due 2020, $809.31 million of 7¾% senior notes due 2021, $441,151,000 of 7½% senior notes due 2022 and $343,457,000 of 7½% senior notes due 2023.

Windstream said in a news release that it is carrying out the exchanges to extend is maturity profile and to “enhance its liquidity position over the coming years.”

For the 7½% senior notes due 2022 and 7½% senior notes due 2023, Windstream is offering new 6 3/8% senior notes due 2023.

The company will issue $1,080 of the new notes for each $1,000 principal amount of the 7½% senior notes due 2022 and $1,075 of new notes for each $1,000 principal amount of the 7½% senior notes due 2023.

Both figures include $50 of new notes per $1,000 that will only be issued to holders who participate by the early tender date of 5 p.m. ET on Oct. 31.

After that deadline, the amount on offer is $1,030 for the 2022 notes and $1,025 for the 2023 notes.

The exchange ends at 11:59 p.m. ET on Nov. 14.

Windstream will also pay accrued interest up to but excluding the settlement date in cash.

For the 7¾% senior notes due 2021, holders have two options.

They may choose new 6 3/8% senior notes due 2023, in which case the company will issue $1,100 principal amount of new notes for each $1,000 principal amount of existing notes.

Alternatively they may opt for new secured notes due 2021 in which case Windstream will issue up to $50 million of the new notes at the rate of $950 principal amount per $1,000 principal amount of existing notes.

If this option is oversubscribed, holders then have a further choice for any notes beyond those accepted for exchange into new secured notes. They may either exchange the excess notes for new 6 3/8% notes due 2023 at the rate of $1,100 principal amount of new notes for each $1,000 principal amount of existing notes or exchange the excess notes on the same terms subject to a cap on the new 6 3/8% notes of $587 million less the amount issued in the offer for the 2022 and 2023 notes and the amount issued under the first option for the 2021 notes. The cap is now reduced to $282 million.

As with the exchange for the 2022 and 2023 notes, all the amounts on offer include $50 of new notes per $1,000 that will only be issued to holders who participate by the early tender date of 5 p.m. ET on Oct. 31.

The exchange ends at 11:59 p.m. ET on Nov. 14.

Windstream will also pay accrued interest up to but excluding the settlement date in cash.

For Windstream’s 7¾% senior notes due 2020, holders will receive new secured notes due 2021 at the rate of $950 principal amount per $1,000 principal amount of existing notes.

The amount of new notes that may be issued is capped at $50 million.

As with the other exchanges, the amount on offer includes $50 of new notes per $1,000 that will only be issued to holders who participate by the early tender date of 5 p.m. ET on Oct. 31.

The exchange ends at 11:59 p.m. ET on Nov. 14.

Windstream will also pay accrued interest up to but excluding the settlement date in cash.

Windstream is also seeking consents from holders of all four series of notes to waive certain alleged defaults with respect to transactions related to the spinoff of Uniti Group, Inc. and to amend the indentures governing the notes to give effect to those waivers and amendments.

To make the changes, the company needs consents from holders of a majority of each series of notes.

The consent payment on offer is $2.50 per $1,000 principal amount.

Windstream is also solicitation consents for its existing 6 3/8% senior notes due 2023.

The solicitation is similar except apart from the timing.

The early consent payment is $2.50 per $1,000 principal amount, and the subsequent consent payment is $2.00 per $1,000 principal amount.

Windstream said it denies that the alleged default has occurred and has filed a complaint seeking a judicial declaration that there has been no default in connection with the spinoff and related transactions.

Global Bondholder Services Corp. (866 807-2200 or 212 430-3774) is information and exchange agent.

The company is also offering $250 million of new secured notes.

Windstream is a Little Rock, Ark.-based networking and telecommunications company.

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