Windstream offers second-lien notes in exchange for existing notes

New York, June 18 – Windstream Holdings, Inc. announced it is offering new second-lien notes in exchange offers for multiple series of its existing senior notes.

The exchanges are being carried out by the company’s subsidiaries Windstream Services, LLC and Windstream Finance Corp., according to a news release.

Windstream said that the exchanges are intended to extend its debt maturities and “enhance its liquidity over the coming years.”

In one portion of the exchange, Windstream is offering $1,000 principal amount of new 9 3/8% senior second-lien notes due 2024 in exchange for each $1,000 principal amount of its existing $492.98 million of 7¾% senior notes due 2020.

The consideration includes an early tender premium of $50.00 principal amount of new notes per $1,000 principal amount of existing notes that will only be paid to holders who participate by the early deadline of 5 p.m. ET on June 28.

The exchange ends at 11:59 p.m. ET on July 13.

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

The offer is subject to conditions, including that at least $443.7 million of the existing notes are tendered.

If the condition is met before the early deadline, Windstream may choose to carry out early settlement before that date.

The other part of the exchange is separate offers for multiple tranches.

Windstream is offering up to $950 million of new 9% senior second-lien notes due 2025 for existing notes as follows:

• $930.00 of new notes for each $1,000 principal amount of its existing $88.95 million of 7¾% senior notes due 2021;

• $830.00 of new notes for each $1,000 principal amount of its existing $41.51 million of 7½% senior notes due 2022;

• $800.00 of new notes for each $1,000 principal amount of its existing $120.34 million of 7½% senior notes due 2023;

• $730.00 of new notes for each $1,000 principal amount of its existing $1,147,610,000 of 6 3/8% senior notes due 2023; and

• $800.00 of new notes for each $1,000 principal amount of its existing $684.35 million of 8¾% senior notes due 2024.

All the considerations include an early tender premium of $50.00 principal amount of new notes per $1,000 principal amount of existing notes that will only be paid to holders who participate by the early deadline of 5 p.m. ET on June 28.

The exchanges end at 11:59 p.m. ET on July 13.

The first three series of notes have priority level one, the remaining two have second priority of acceptance.

There is no minimum requirement for the multi-tranche exchanges.

Again, Windstream may opt for early settlement of the exchanges ahead of the early deadline.

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

Any new notes issued in the exchanges will not be registered under the 1933 Securities Act.

Ipreo LLC (212 849-3880 or 888 593-9546) is exchange agent.

Windstream is a Little Rock, Ark., telecommunications provider.

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