2013.08.12 Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 12, 2013 (August 12, 2013)
WINDSTREAM CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 001-32422 | | 20-0792300 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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4001 Rodney Parham Road, Little Rock, Arkansas | | | | 72212 |
(Address of principal executive offices) | | | | (Zip Code) |
(501) 748-7000
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
Offering of Senior Notes
On August 12, 2013, Windstream Corporation (“Windstream”) issued (i) a press release announcing its intention to offer in a private placement $500 million aggregate principal amount of senior unsecured notes due 2021 (the “Offering”) and (ii) a press release announcing the pricing of the Offering. A copy of the press release announcing the proposed Offering is filed herewith as Exhibit 99.1 and a copy of the press release announcing the pricing of the Offering is filed herewith as Exhibit 99.2 and each is incorporated herein by reference.
Tender Offer and Consent Solicitation
On August 12, 2013, Windstream also announced that it had commenced a tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding $500.0 million aggregate principal amount of 7.0% Senior Notes due 2019 (the “Notes”). In conjunction with the Tender Offer, Windstream also commenced a solicitation of consents (the “Consent Solicitation”) to amend the indenture governing the Notes to eliminate substantially all of the restrictive covenants and certain other provisions contained in the indenture governing the Notes.
A copy of the press release announcing the Tender Offer and Consent Solicitation, and which describes the Tender Offer and Consent Solicitation in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.3.
Item 9.01 Financial Statements and Exhibits. |
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Exhibit Number | | Description |
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Exhibit 99.1 | | Press Release announcing the proposed Offering, dated August 12, 2013. |
Exhibit 99.2 | | Press Release announcing the pricing of the Offering, dated August 12, 2013. |
Exhibit 99.3 | | Press Release announcing the Tender Offer and Consent Solicitation, dated August 12, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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WINDSTREAM CORPORATION |
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By: | | /s/ Bob Gunderman |
Name: | | Bob Gunderman |
Title: | | Senior Vice President of Financial Planning and Treasurer |
August 12, 2013
EXHIBIT INDEX
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Exhibit Number | | Description |
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Exhibit 99.1 | | Press Release announcing the proposed Offering, dated August 12, 2013. |
Exhibit 99.2 | | Press Release announcing the pricing of the Offering, dated August 12, 2013. |
Exhibit 99.3 | | Press Release announcing the Tender Offer and Consent Solicitation, dated August 12, 2013. |