Windstream Announces Offering of Senior First Lien Notes

LITTLE ROCK, Ark.--(BUSINESS WIRE)--Windstream Holdings, Inc. (“Windstream Holdings”), a leading provider of advanced network communications and technology solutions, today announced that, subject to market conditions, Windstream Holdings’ wholly owned subsidiaries, Windstream Escrow LLC and Windstream Escrow Finance Corp. (together, the “Issuers”), intend to offer $1,400 million aggregate principal amount of senior first lien notes due 2028 (the “Notes”) pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). The offering of the Notes is part of a series of exit financing transactions being undertaken in connection with a restructuring of Windstream Holdings and certain of its subsidiaries (collectively, the “Debtors”), to be effected through a plan of reorganization under Chapter 11 of title 11 of the United States Code in the U.S. Bankruptcy Court for the Southern District of New York substantially on the terms of the Debtors’ First Amended Joint Chapter 11 Plan of Reorganization of Windstream Holdings, Inc. et al., Pursuant to Chapter 11 of the Bankruptcy Code, filed June 22, 2020 (as it may be amended, supplemented or modified, the “Plan”) and approved by the Bankruptcy Court on June 26, 2020 (the “Chapter 11 Cases”). If the Notes are issued prior to satisfaction of certain escrow release conditions, which includes the occurrence of the effective date of the Plan (the “Effective Date”), the Issuers will deposit the gross proceeds of the offering of the Notes into an escrow account (the “Escrow Account”). The Notes will be secured by a lien on amounts deposited in the Escrow Account until such amounts are released upon satisfaction of the escrow release conditions. From and after the Effective Date, the Notes will be assumed by Windstream Services, LLC or a newly formed holding company which will hold, directly or indirectly, substantially all of the assets and operations of Windstream Services, LLC except for assets that will be disposed in connection with the Plan. The proceeds of the offering, together with the anticipated proceeds from the other exit financing transactions, including borrowings under a new term loan facility and a new revolving credit facility, and cash on hand, will be used to (i) fund the repayment of the existing facilities incurred under the Superpriority Secured Debtor-in-Possession Credit Agreement entered into in connection with the Chapter 11 Cases, (ii) fund the other distributions provided for under the Plan and (iii) pay certain fees and expenses relating to the foregoing and the emergence from bankruptcy.