Windstream announces exchange offers for second-lien notes

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Windstream announces exchange offers for second-lien notes

 

Windstream Holdingshas announced debt exchange offers for second-lien notes, as part of its continuing bid to enhance liquidity.

It's offering to exchange any and all of its 7.75% senior notes due 2020 for new 9.375% senior second-lien notes due 2024. Conditions around the offer include that at $443.7M worth are tendered at minimum.

It's also making separate multi-tranche offers to exchange outstanding 7.75% senior notes due 2021, 7.5% senior notes due 2022, 7.5% senior notes due 2023, 6 3/8% senior notes due 2023 and 8.75% senior notes due 2024 -- for new 9.0% senior second-lien notes due 2025.

The maximum amount of those second-lien notes issued will be $950M.

The offers expires July 13.

 

LITTLE ROCK, Ark., June 15, 2018 (GLOBE NEWSWIRE) -- Windstream Holdings, Inc. (NASDAQ:WIN) announced today that its wholly-owned subsidiaries, Windstream Services, LLC (the “Issuer”) and Windstream Finance Corp. (the “Co-Issuer” and, together with the Issuer, the “Issuers,” “Windstream,” or the “Company”), are commencing certain debt exchange offers with respect to certain series of the Company’s senior notes.

Windstream believes these debt exchange offers, if accepted, will provide the Company with an extended maturity profile and enhance its liquidity over the coming years.

2020 Exchange Offer

The Company is offering to exchange (the “2020 Exchange Offer”) any and all of its 7.75% senior notes due 2020 (the “2020 Notes”) for new 9.375% senior second lien notes due 2024 (the “2024 Second Lien Notes”). The 2020 Exchange Offer will be subject to certain conditions as will be set forth in the applicable offering memorandum and letter of transmittal, including the condition (the “Minimum Tender Condition”) that 2020 Notes with an aggregate principal amount of at least $443.7 million are tendered in the 2020 Exchange Offer (the “Minimum Tender Amount”). The Company reserves the right to increase, decrease or otherwise change the Minimum Tender Amount and/or waive the Minimum Tender Condition in its sole discretion without extending the early tender date or the withdrawal deadline or otherwise reinstating withdrawal rights, subject to applicable law.

The 2020 Exchange Offer will expire at 11:59 p.m., New York City time, on July 13, 2018, unless extended. Tenders must be made before the expiration date and may be withdrawn at any time prior to 5:00 p.m., New York City time, on June 28, 2018, unless extended. If all the conditions to the 2020 Exchange Offer are satisfied or waived, whether before or after such withdrawal deadline, the Company may elect, in its sole discretion, to early settle the 2020 Exchange Offer with respect to 2020 Notes validly tendered (and not validly withdrawn) prior to the early tender date. The early tender date for the 2020 Exchange Offer is 5:00 p.m., New York City time, on June 28, 2018, unless extended. The Company reserves the right, subject to applicable law, to terminate, withdraw, amend or extend the 2020 Exchange Offer.

Subject to the tender acceptance procedures described in the offering memorandum and letter of transmittal, the exchange consideration for each $1,000 principal amount of the 2020 Notes validly tendered (and not validly withdrawn) on or prior to the early tender date and accepted for exchange is $1,000 principal amount of 2024 Second Lien Notes. The late exchange consideration for each $1,000 principal amount of the 2020 Notes validly tendered (and not validly withdrawn) after the early tender date and accepted for exchange on or prior to the expiration date is $950 principal amount of 2024 Second Lien Notes.

The consideration offered in the 2020 Exchange Offer is summarized below.

Title of Series
of Old Notes
CUSIP No. / ISIN Aggregate
Outstanding
Principal
Amount
Early Exchange
Consideration, if
tendered and not
withdrawn prior to
the Early Tender
Date(1)
Late Exchange
Consideration, if
tendered after the
Early Tender Date
and prior to the
Expiration Date(1)
7.75% Senior
Notes due 2020
97381WAN4;
US97381WAN48;
97381WAM6;
US97381WAM64;
U9700PAG0;
USU9700PAG01
$492,980,000 $1,000 $950

(1) Total principal amount of 2024 Second Lien Notes for each $1,000 principal amount of 2020 Notes.

In addition to the consideration, the Company will pay in cash accrued and unpaid interest on 2020 Notes accepted in the 2020 Exchange Offer from the latest interest payment date to, but not including, the applicable settlement date with respect to the 2020 Exchange Offer. Interest on the 2024 Second Lien Notes will accrue from the date of first issuance of 2024 Second Lien Notes.

Multi-Tranche Exchange Offer

The Company is also making separate offers (collectively, the “Multi-tranche Exchange Offer”) to exchange its outstanding 7.75% senior notes due 2021, 7.50% senior notes due 2022, 7.50% senior notes due 2023, 6 3/8% senior notes due 2023 and 8.75% senior notes due 2024 (collectively, the “Old Notes” and each, a “series of Old Notes”) for new 9.00% senior second lien notes due 2025 (the “2025 Second Lien Notes”). The maximum aggregate principal amount of 2025 Second Lien Notes issued in the Multi-tranche Exchange Offer will be no more than $950.0 million (the “Maximum Exchange Amount”). If the Multi-tranche Exchange Offer is oversubscribed, Old Notes will be accepted in accordance with the acceptance priority levels (the “Acceptance Priority Levels”) described in the table below (with 1 being the highest Acceptance Priority Level), subject to proration. The Maximum Exchange Amount that may be issued in the Multi-tranche Exchange Offer may be increased, decreased or otherwise changed by the Company in its sole discretion without extending the early tender date or the withdrawal deadline, subject to applicable law and the terms of its outstanding indebtedness, which could result in the Company exchanging a greater or lesser amount of Old Notes for 2025 Second Lien Notes in the Multi-tranche Exchange Offers. There can be no assurance that the Company will change the Maximum Exchange Amount. If the Company changes the Maximum Exchange Amount, it does not expect to extend the Withdrawal Deadline, subject to applicable law.

Each Multi-tranche Exchange Offer will expire at 11:59 p.m., New York City time, on July 13, 2018, unless extended. Tenders must be made before the expiration date and may be withdrawn at any time prior to 5:00 p.m., New York City time, on June 28, 2018, unless extended. The Multi-tranche Exchange Offer is not conditioned upon a minimum principal amount of Old Notes being tendered. If all the conditions to a Multi-tranche Exchange Offer are satisfied or waived, whether before or after such withdrawal deadline, Windstream may elect, in its sole discretion, to early settle such Multi-tranche Exchange Offer with respect to Old Notes validly tendered (and not validly withdrawn) prior to the early tender date. The early tender date is 5:00 p.m., New York City time, on June 28, 2018, unless extended.

Subject to Maximum Exchange Amount, Acceptance Priority Levels, proration and tender acceptance procedures described in the offering memorandum and letter of transmittal for the Multi-tranche Exchange Offer, (i) for each $1,000 principal amount of a series of Old Notes validly tendered (and not validly withdrawn) at or prior to the early tender date and accepted for exchange, eligible holders of such Old Notes will be eligible to receive the applicable early exchange consideration set forth in the table below; and (ii) for each $1,000 principal amount of a series of Old Notes validly tendered (and not validly withdrawn) after the early tender date and accepted for exchange on or prior to the expiration date, eligible holders of such Old Notes will be eligible to receive the applicable late exchange consideration set forth in the table below.

The consideration offered in the Multi-tranche Exchange Offer is summarized below.

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