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Published on 8/1/2018 in the Prospect News Distressed Debt Daily, Prospect News High Yield Daily and Prospect News Liability Management Daily.

Windstream to issue $1.22 billion of 10½%, 9% notes due 2024, 2025 in exchange offers

By Susanna Moon

Chicago, Aug. 1 – Windstream Holdings, Inc. said holders had tendered for exchange $414,905,000, or 84.2%, of its $492.98 million of 7¾% senior notes due 2020.

In exchange, Windstream will issue $414,905,000 principal amount of new 2024 notes, according to a company update on Wednesday.

The issuers are waiving the minimum issuance condition for the offer.

In the multi-tranche exchange offers, holders had tendered $18,834,000 principal amount, or 21.2%, of outstanding 2021 notes; $5,307,000 principal amount, or 12.8%, of outstanding 2022 notes; $85,959,000 principal amount, or 71.4%, of outstanding 2023 notes; $340,698,000 principal amount, or 29.7%, of outstanding 6 3/8% notes; and $578,584,000 principal amount, or 84.6%, of outstanding 2024 notes.

In those offers, the issuers will accept all of the tendered notes and in exchange issue $801,964,000 principal amount of new 2025 notes.

The exchange offers ended at 5 p.m. ET on July 31, extended from 11:59 p.m. ET on July 26. The extension also applied to the early deadlines.

The company also said on July 27 that it reduced the minimum tender threshold in the offer for 7¾% notes and set the minimum tender condition at $419 million, down from $443.7 million previously.

As of 5 p.m. ET on July 26, holders had tendered $407.1 million, or 82.6%, of the notes.

In a previous announcement on July 16, Windstream extended the exchanges to 11:59 p.m. ET on July 26 from 11:59 p.m. ET on July 20 and correspondingly extended the early deadlines after they were previously pushed back to match the final expiration.

The company also raised the coupon on the new notes to be issued for the 7¾% notes due 2020, lifting it to 10½% instead of 9 3/8%.

At its previous announcement on July 6, Windstream extended the early tender date in its offer in which it will issue new second-lien notes in exchange offers for multiple series of its existing senior notes.

With the additional time, the early deadline became the same as the expiration date, 11:59 p.m. ET on July 20.

Previously the early deadline was 5 p.m. ET on July 6, pushed back on June 26 from 5 p.m. ET on June 28. The final deadline was also previously extended from 11:59 p.m. ET on July 13 originally.

As announced on June 18, the exchanges are being carried out by the company’s subsidiaries Windstream Services, LLC and Windstream Finance Corp.

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 was 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 coupon on the 2024 notes has now been increased.

The amount includes an early tender premium of $50.00 principal amount of new notes per $1,000 principal amount.

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

Offers for multiple tranches

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

Windstream was 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 exchange values include an early tender premium of $50.00 principal amount of new notes per $1,000 principal amount.

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

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

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

As of 5 p.m. ET on July 26, holders had tendered $18.8 million, or 21.1%, of the 7¾% senior notes due 2021, $5.3 million, or 12.7%, of the 7½% senior notes due 2022, $85.9 million, or 71.4%, of the 7½% senior notes due 2023, $337.3 million, or 29.4%, of the 6 3/8% senior notes due 2023 and $577.6 million, or 84.4%, of the 8¾% senior notes due 2024.

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.

In a separate notice, the company said it had refinanced more than $1.4 billion of bonds and extended maturities an average of two years.

As a result, the company said it has no significant bond maturities until 2023.

As part of the exchange offers, Windstream said it reduced its total debt by more than $227 million.

Over the past 12 months, the company said it has refinanced more than $3.4 billion of total debt and pushed out maturities an average of two years.

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

Exchange issue

Issuer:Windstream Holdings, Inc.
Issue:Senior second-lien notes
Settlement date:Aug. 2
2024 notes
Amount:$414,905,000
Maturity:2024
Coupon:10½%
2025 notes
Amount:$801,964,000
Maturity:2025
Coupon:9%

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