Windstream Announces Results of Consent Solicitations and Exchange Offers
2020 and 2023 Notes Consent Solicitations
The Expiration Date for the Company’s Consent Solicitations with respect to its existing 7.75% senior notes due 2020 (“2020 Notes”) and 7.50% senior notes due 2023 (“2023 Notes”) (the “2020 and 2023 Notes Consent Solicitations”) was
The proposed waivers and amendments for the 2020 Notes and the 2023 Notes will become operative when the Company receives the requisite consents pursuant to the 6 3/8% Notes Consent Solicitation (as defined below) and the proposed waivers and amendments with respect to the 6 3/8% Notes (as defined below) become effective pursuant to the 6 3/8% Notes Consent Solicitation.
2021 and 2022 Notes Consent Solicitations
The Company is extending the Expiration Date for its Consent Solicitations with respect to its existing 7.75% senior notes due 2021 (“2021 Notes”) and 7.50% senior notes due 2022 (“2022 Notes”) (the “2021 and 2022 Notes Consent Solicitations”). The Expiration Date for the 2021 and 2022 Notes Consent Solicitations has been extended to
6 3/8% Notes Consent Solicitation
The Expiration Date for the Company’s Consent Solicitation with respect to its 6 3/8% senior notes due 2023 (“6 3/8% Notes”) (the “6 3/8% Notes Consent Solicitation”) is
The Company launched the Consent Solicitations on
The early tender date (the “Early Tender Date”) for each of the Company’s Exchange Offer with respect to its 2020 Notes (the “2020 Exchange Offer”), the Exchange Offer with respect to its 2021 Notes (the “2021 Exchange Offer”) and the Exchange Offers with respect to its 2022 Notes and 2023 Notes (the “2022/2023 Exchange Offers”) was
2022/2023 Exchange Offers
As of the Early Tender Date, pursuant to the 2022/2023 Exchange Offers, the Company had received from holders valid and unrevoked tenders of
2021 Exchange Offer
As of the Early Tender Date, pursuant to the 2021 Exchange Offer, the Company had received from holders valid and unrevoked tenders of
Since the aggregate principal amount of 2021 Notes validly tendered at or prior to the Early Tender Date would cause the 2021 Maximum Exchange Amount to be exceeded, 2021 Notes tendered before the Early Tender Date will be subject to proration and no 2021 Notes tendered after the Early Tender Date will be accepted for exchange for New Secured Notes, pursuant to the terms of 2021 Exchange Offer.
2020 Exchange Offer
As of the Early Tender Date, pursuant to the 2020 Exchange Offer, the Company had received tenders from holders of
Since the aggregate principal amount of 2020 Notes validly tendered at or prior to the Early Tender Date would cause the 2020 Maximum Exchange Amount to be exceeded, 2020 Notes tendered before the Early Tender Date will be subject to proration and no 2020 Notes tendered after the Early Tender Date will be accepted for exchange, pursuant to the terms of 2020 Exchange Offer.
Early Settlement Date
Subject to the terms and conditions of each Exchange Offer, the Company will settle all 2020 Notes, 2021 Notes, 2022 Notes and 2023 Notes validly tendered (and not validly withdrawn) prior to the applicable Early Tender Date and accepted for exchange on the Early Settlement Date. The Early Settlement Date for each Exchange Offer is expected to occur on or after
The expiration date of each of the Exchange Offers remains
Holders are advised to check with any bank, securities broker or other intermediary through which they hold any of the notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offers or Consent Solicitations, before the deadlines specified herein and in the Offering Documents. The deadlines set by each clearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offering Documents.
None of the Company, its board of directors, its officers, the dealer manager, the exchange agent, the information and tabulation agent or the trustee with respect to the outstanding notes, or any of the Company's or their respective affiliates, makes any recommendation that holders tender any outstanding notes in response to the Exchange Offers or deliver consents pursuant to the Consent Solicitations, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to participate and, if so, the principal amount of outstanding notes to tender.
This press release is for informational purposes only. It is not an offer to exchange or a solicitation of an offer to exchange any notes. The Exchange Offers are being made solely pursuant to the offering memoranda and related letter of transmittal and the Consent Solicitations are being made solely pursuant to the consent solicitation statements and related letter of consent, if applicable. The Exchange Offers and Consent Solicitations are not being made to holders of notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of any securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.
Certain statements contained in this press release may constitute forward-looking statements. Forward-looking statements are subject to uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements. These forward-looking statements, including with respect to Windstream's ability to complete the Exchange Offers and the Consent Solicitations described in this press release, are based on estimates, projections, beliefs, and assumptions that Windstream believes are reasonable but are not guarantees of future events and results. Actual future events and results of Windstream may differ materially from those expressed in these forward-looking statements as a result of a number of important factors, including those described in filings by Windstream with the Securities and Exchange Commission, which can be found at www.sec.gov.
Source: Windstream Holdings, Inc.