Windstream banks buy loans, tender for 8 1/8%, 7 7/8% notes ended

New York, April 10 – J.P. Morgan Securities LLC and Bank of America Merrill Lynch announced they have spent at least $2.4 billion to buy revolving and term loans issued by Windstream Services, LLC, causing a condition not to be met in the tender for up to $100 million of the company’s $400 million of 8 1/8% senior notes due 2018 and $1.1 billion of 7 7/8% senior notes due 2017.

As a result, the tender offer has been terminated. Any notes tendered will be returned.

It was a condition to the tender that the two banks spend less than $2.4 billion in open market repurchases being carried out concurrently with the offer.

The tender was announced on March 26.

J.P. Morgan and Bank of America said they would $1,051.25 per $1,000 principal amount for the 8 1/8% notes and $1,090.00 per $1,000 for the 7 7/8% notes. Both series were issued jointly with Windstream Finance Corp.

Both amounts include an early tender premium of $7.50 per $1,000 principal amount for notes tendered by 5 p.m. ET on April 8, the early tender deadline. Noteholders who tender after the early tender deadline but before the expiration date, 11:59 p.m. ET on April 22, were not eligible for the $7.50 premium.

Noteholders would also have received accrued interest up to, but excluding, the applicable settlement date, which was expected to be April 10 for the early tenders and April 23 for the final tenders.

The 8 1/8% notes would have had have first priority and the 7 7/8% notes second priority.

However, notes from either series tendered before the early deadline were to have had priority over any notes from either series tendered after the early deadline.

Each purchaser was offering to purchase half of the notes of each acceptance priority level.

The offers were also subject to the purchasers J.P. Morgan and Bank of America being satisfied that the transactions contemplated by certain separation and distribution agreements among Windstream Holdings, Inc., Windstream Services and Communications Sales & Leasing, Inc. were reasonably likely to be completed 14 to 21 days after the acquisition of notes.

JPMorgan (800 245-8812 or 212 270-1200 collect) and Bank of America Merrill Lynch (888 292-0070 or 980 388-3646 collect) are the underwriters. The information agent is Global Bondholder Services Corp (866 470-4500 or 212 430-3774 collect).

Windstream Services, LLC is the successor to Windstream Corp. It provides network communications to businesses and broadband, phone and digital TV services to consumers primarily in rural areas and is based in Little Rock, Ark.

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