LITTLE ROCK, Ark. – Windstream Corp. (NYSE:WIN, news, filings) (the
“Company”) announced today the final settlement of its previously announced
tender offer and solicitation of consents for any and all of the outstanding
8.875% Senior Secured Notes due 2017 (the “Notes”) issued by PAETEC Holding
Corp. (“PAETEC”), a wholly-owned subsidiary of the Company. The tender offer
expired at midnight, New York City time, on February 5, 2013 (the “Expiration
Date”). The Company has been advised by the information agent that as of the
Expiration Date, a total of approximately $588.5 million aggregate principal
amount of the outstanding Notes (representing approximately 90.5% of the $650.0
million aggregate principal amount of Notes outstanding prior to the
commencement of the tender offer and consent solicitation) had been tendered,
including the approximately $583.3 million aggregate principal amount of Notes
previously accepted by the Company on January 23, 2013.
The Company
previously announced the completion of its solicitation of consents for certain
proposed amendments (the “Proposed Amendments”) to eliminate or modify certain
restrictive covenants and other provisions contained in the indenture governing
the Notes (the “Indenture”) and to release all of the collateral securing
obligations under the Notes. As previously announced, the Company received the
requisite consents to the Proposed Amendments, including the release of the
collateral, and, as a result, entered into a supplemental indenture, dated as of
January 23, 2013, to effect such Proposed Amendments.
Holders of Notes
who properly tendered after 5:00 p.m., New York City time, on January 22, 2013
and at or prior to the Expiration Date received $1,050.17 per $1,000 in
principal amount of Notes, plus accrued and unpaid interest from the last
interest payment date to, but not including, the final settlement date, which
occurred today. Following the completion of the tender offer, approximately
$61.5 million aggregate principal amount of Notes remain
outstanding.
PAETEC has called for redemption all of the Notes that
remain outstanding following consummation of the tender offer and consent
solicitation at a price equal to 100% of the principal amount thereof plus an
“applicable premium” in accordance with the terms of the Indenture, plus accrued
and unpaid interest to, but excluding, the date of redemption. Redemption of the
approximately $61.5 million aggregate principal amount of Notes that remain
outstanding is expected to occur on February 25, 2013.
Wells Fargo
Securities, LLC acted as sole dealer manager and solicitation agent for the
tender offer and the consent solicitation. The Tender Agent and Information
Agent was D.F. King & Co., Inc.
This press release does not
constitute a notice of redemption under the optional redemption provisions of
the Indenture, nor does it constitute an offer to sell, or a solicitation of an
offer to buy, any security. The tender offer and consent solicitation was made
only by means of the Company’s Offer to Purchase and Consent Solicitation
Statement, dated January 8, 2013, and the related letter of transmittal. No
offer, solicitation, or sale will be made in any jurisdiction in which such an
offer, solicitation, or sale would be unlawful.
About
Windstream
Windstream Corp. (NASDAQ:WIN) is a leading provider
of advanced network communications, including cloud computing and managed
services, to businesses nationwide. The company also offers broadband, phone and
digital TV services to consumers primarily in rural areas. Windstream has more
than $6 billion in annual revenues and is listed on the S&P 500
index.
Forward-Looking Statements
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 redemption 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.
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