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Published on 12/12/2017 in the Prospect News Distressed Debt Daily, Prospect News High Yield Daily and Prospect News Liability Management Daily.

Windstream to issue $832.6 million 8¾% notes due 2024 in exchange for two series so far

By Susanna Moon

Chicago, Dec. 12 – Windstream Holdings, Inc. announced the early tender results of the offer being held by its Windstream Services, LLC subsidiary as of 5 p.m. ET on Dec. 11.

Windstream also extended the early exchange price to all notes tendered in the exchange, according to a company update on Tuesday.

As announced Nov. 28, Windstream is holding new debt exchange offers in two parts, one that covers the issuer’s $120,344,000 of outstanding 7½% senior notes due 2023, the other for its $628,122,000 of outstanding 7¾% senior notes due 2021 and $273,674,000 of outstanding 7½% senior notes due 2022.

The company previously held exchange offers and consent bids, announced on Oct. 19, for what was at that point its $650,947,000 of outstanding 7¾% senior notes due 2020, $809.31 million of outstanding 7¾% senior notes due 2021, $441,151,000 of outstanding 7½% senior notes due 2022 and $343,457,000 of outstanding 7½% senior notes due 2023.

As part of the new offer, Windstream is also offering to exchange its $628,122,000 of outstanding 7¾% senior notes due 2021 and $273,674,000 of outstanding 7½% senior notes due 2022 for new 8¾% senior notes due 2024.

Investors had tendered $537,636,000 principal amount, or 86%, of the 7¾% senior notes due 2021 and $232,093,000 principal amount, or 85%, of 7½% senior notes due 2022 as of the early date.

In exchange, the company will issue $832.6 million principal amount of new 8¾% senior notes due 2024 with settlement set for Dec. 13.

The late exchange value for each $1,000 principal amount will be $1,085 for the 2021 notes and $1,075 for the 2022 notes, which is now the same as the early exchange values.

Before the change, the exchange value per $1,000 principal amount would have been $1,035.00 for the 2021 notes and $1,025 for the 2022 notes.

In the new offer, Windstream also is offering to exchange any and all of the remaining $120,344,000 of outstanding 7½% senior notes due 2023 for new 6 3/8% senior notes due 2023.

For the 2023 notes, holders had tendered $68.21 million principal amount, or about 57%, of the notes as of the early deadline.

The 2023 exchange is contingent upon a minimum of $90 million principal amount of 2023 notes being tendered for exchange.

Because of the change announced Tuesday, the late exchange price for the 2023 notes will be $1,075 principal amount of new 6 3/8% notes for each $1,000 principal amount, which is the same as the early exchange value.

The late amount was originally set at $1,025.00 of new notes per $1,000 principal amount.

The exchange will continue until 11:59 p.m. ET on Dec. 26.

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

Consents attained

The company said on Dec. 5 that it secured the needed majority of consents to amend its 7¾% senior notes due 2021 and 7½% senior notes due 2022.

As announced Nov. 28, the company was seeking consents from holders to waive alleged defaults for 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. Windstream denies that the alleged default occurred.

The solicitation ended at 5 p.m. ET on Dec. 4.

The consent fee was $2.50 per $1,000 principal amount.

Consents to amend the 2020 notes and the 2023 notes were received by the end of the solicitation at 5 p.m. ET on Nov. 1.

In the earlier exchange offer, which ended at 11:59 p.m. ET on Nov. 16, Windstream accepted $157.97 million of the $195,365,000 of tendered 2020 notes on a prorated basis in exchange for about $150 million principal amount of new secured notes.

Holders also tendered $167.5 million of the 2022 notes, $222.9 million of the 2023 notes and $212.5 million of the 2021 notes. The company said on Nov. 7 that it had issued $553.7 million principal amount of new 6 3/8% senior notes due 2023 and about $200 million principal amount of new secured notes in exchange for four series of notes tendered by the early deadline of 5 p.m. ET on Oct. 31. Of the total response, $6,901,000 was tendered after that early deadline.

Windstream said that a previous solicitation for the 7¾% senior notes due 2021 and 7½% senior notes due 2022, which expired at 11:59 p.m. ET on Nov. 27, ended without receiving the requested consents.

Global Bondholder Services Corp. (866 807-2200, 212 430-3774 or http://gbsc-usa.com/eligibility/Windstream) is information and exchange agent for the exchange offers and information and tabulation agent for the consent solicitations.

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

New Issue

Issuer:Windstream Services, LLC
Issue:Senior notes
Amount:$832.6 million
Maturity:2024
Coupon:8¾%
Settlement date:Dec. 13

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