Item 8.01. Other Events.
Offering of Senior Notes
On January 8, 2013, Windstream Corporation ("Windstream") issued (i) a press
release announcing its intention to offer in a private placement $700 million
aggregate principal amount of senior unsecured notes due 2023 (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 January 8, 2013, Windstream also announced that it had commenced a tender
offer (the "Tender Offer") to purchase for cash any and all of the outstanding
$650.0 million aggregate principal amount of 8.875% Senior Secured Notes due
2017 issued by PAETEC Holding Corp., a wholly-owned subsidiary of Windstream
(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 or modify certain restrictive covenants and
other provisions contained in the indenture governing the Notes and to release
all of the collateral securing obligations under 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.
(d) Exhibits
Exhibit
Number Description
Press Release announcing the proposed Offering, dated January 8,
Exhibit 99.1 2013.
Press Release announcing the pricing of the Offering, dated January
Exhibit 99.2 8, 2013.
Press Release announcing the Tender Offer and Consent Solicitation,
Exhibit 99.3 dated January 8, 2013.
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