Windstream to sell $250 million 2025 secured add-on notes; pricing Thursday or Friday

By Paul Deckelman

New York, Nov. 2 – Windstream Holdings Inc. announced plans to sell $250 million of add-on 8 5/8% senior first-lien notes due Oct. 31, 2025.

High-yield syndicate sources said that the notes were being marketed to prospective investors via a Thursday morning conference call. They said the order books on the deal will close later in the day on Thursday, with pricing expected either late Thursday or on Friday.

The sources said that the Rule 144A and Regulation S for life transaction is being brought to market via left lead bookrunner Citigroup Global Markets Inc., with BNP Paribas Securities Corp., SunTrust Robinson Humphrey Inc., BofA Merrill Lynch, MUFG and J.P. Morgan Securities LLC also acting as bookrunners.

The company said in a regulatory filing that the new notes will be issued as additional notes under an indenture covering the issue of 8 5/8% senior first-lien notes due 2025, which Windstream expects to be issued under the terms of an exchange offer that the company made to the holders of its existing 2020 and 2021 notes, and all such 8 5/8% notes will be treated as a single class. The new notes will be fungible with the notes being issued as part of the exchange offer if they are issued within 13 days of the issuance date of exchange offer notes.

The notes will have the same guarantors and security as the company’s existing senior secured credit facility.

The notes will be non-callable for the first three years after issue, other than via a make-whole call at 50 basis points over the Treasuries rate, and will first become callable Oct. 31, 2020 at 106.469. The notes will also have a three-year equity clawback provision for up to 35% of the issue and a 101% change-of-control put provision.

Windstream, a Little Rock, Ark.-based telecommunications services provider, plans to use the add-on deal proceeds to pay revolving credit facility debt.

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