Windstream Services, LLC (“Services”) and Windstream Escrow Finance Corp. (“Escrow” and, together with Services, the “Co-Issuers”), each a subsidiary of Windstream Holdings II, LLC (“Windstream”), today announced the pricing of their previously announced offering (the “Offering”) of an additional $1.4 billion aggregate principal amount of 8.250% senior first lien notes due 2031 (the “Additional Notes”) in a private offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering increased from the previously announced $1.0 billion aggregate principal amount to an aggregate principal amount of $1.4 billion of Additional Notes. The Additional Notes will form a single class of debt securities with, and be fungible with, Windstream’s existing 8.250% senior first lien notes due 2031 (the “Existing Notes”). Upon completion of this offering, the aggregate principal amount of outstanding Notes will be $2.2 billion. The Additional Notes will be guaranteed on a senior secured basis by certain of the Co-Issuers’ direct or indirect wholly owned domestic subsidiaries who are guarantors of the Existing Notes. The Additional Notes will mature on October 1, 2031, unless earlier repurchased or redeemed in accordance with their terms prior to that date. The Offering is expected to close on December 23, 2024, subject to certain closing conditions.

The Co-Issuers intend to use the net proceeds from the Offering, together with cash on hand, to (i) fund the redemption of all $1.4 billion outstanding principal amount of Windstream’s 7.750% senior first lien notes due 2028 (the “2028 Notes”) at a redemption price of 101.938% of their principal amount and (ii) pay any related premiums, fees and expenses, including accrued and unpaid interest, if any.

The Co-Issuers intend to issue a conditional notice of redemption for the entire outstanding principal amount of the 2028 Notes, to be redeemed on or about December 23, 2024 at a redemption price equal to 101.938% of the principal amount of the 2028 Notes, plus accrued and unpaid interest. The Company intends to fund the redemption using the net proceeds from the Offering, together with cash on hand, and the redemption will be conditioned on the closing of the Offering.

The Additional Notes and the guarantees were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and in offshore transactions to non-U.S. persons pursuant to Regulation S, each under the Securities Act.

The Additional Notes and the guarantees have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the Notes issued pursuant to the Offering. This press release shall not constitute a notice of redemption with respect to the 2028 Notes.

About Windstream

Windstream’s quality-first approach connects customers to new opportunities and possibilities by leveraging its nationwide network to deliver a full suite of advanced communications services. Windstream provides fiber-based broadband to residential and small business customers in 18 states, managed cloud communications, networking and security services for mid-to-large enterprises and government entities across the U.S., and customized wavelength and dark fiber solutions for carriers, content providers and hyperscalers in the U.S. and Canada. Windstream, a privately held company headquartered in Little Rock, Ark., operates three brands including Kinetic, Windstream Enterprise and Windstream Wholesale.

Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified by terms such as “may,” “will,” “appears,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern expectations, strategy, plans, or intentions. However, the absence of these words or similar terms does not mean that a statement is not forward-looking. All forward-looking statements are based on information and estimates available to Windstream and Uniti at the time of this communication and are not guarantees of future performance.

Examples of forward-looking statements in this communication (made at the date of this communication unless otherwise indicated) include, among others, statements regarding Windstream’s financing plans, including, the Offering and the intended use of net proceeds of the Offering. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results and financial condition to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.

Category: Corporate

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