On January 23, 2013 (the "Closing Date"), Windstream Corporation (the "Company") announced that it had completed its previously announced private offering of its 6.375% Senior Notes due 2023 (the "Notes"). In connection with the issuance of the Notes, the Company entered into an Indenture, dated as of the Closing Date (the "Indenture"), among the Company, certain subsidiaries of the Company named therein, as guarantors thereto (the "Guarantors"), and U.S. Bank National Association, as trustee (the "Trustee"), and a Registration Rights Agreement, dated as of the Closing Date (the "Registration Rights Agreement"), among the Company, the Guarantors, and Wells Fargo Securities, LLC, as representative of the several initial purchasers of the Notes (the "Initial Purchasers"). The Notes were offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. A copy of the press release announcing the completion of the offering of the Notes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Indenture

Pursuant to the Indenture, the Company issued and sold to the Initial Purchasers $700 million aggregate principal amount of the Notes. The terms of the Indenture provide that, among other things, the Notes are senior unsecured obligations of the Company and will rank equally with the Company's unsecured unsubordinated debt, senior to any of the Company's subordinated debt, and will effectively be subordinated to the Company's secured debt, including indebtedness under the Company's Fourth Amended and Restated Credit Agreement, to the extent of the assets securing such debt. The Company's obligations under the Notes are jointly and severally guaranteed by all of the Company's domestic subsidiaries that guarantee the borrowings under the Company's Fourth Amended and Restated Credit Agreement.

Interest on the Notes accrues at a rate of 6.375% per annum. Interest on the Notes is payable semiannually in arrears on February 1 and August 1 of each year, commencing on August 1, 2013. The Company will make each interest payment to the holders of record of the Notes on the immediately preceding January 15 and July 15.

Optional Redemption. At any time prior to February 1, 2018, the Company may redeem all or part of the Notes upon not less than 30 nor more than 60 days' prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest, if any, thereon, to the date of redemption. In addition, the Company may redeem some or all of the Notes on or after February 1, 2018, at redemption prices set forth in the Indenture, together with accrued and unpaid interest. At any time prior to February 1, 2016, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the Notes, including any permitted additional Notes, at a redemption price equal to 106.375% of the principal amount.

Repurchase upon Change of Control. Upon the occurrence of a change in control triggering event (as defined in the Indenture), each holder of the Notes may require the Company to repurchase all or a portion of the Notes in cash at a price equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

Other Covenants. The Indenture contains covenants that limit, among other things, the Company's and certain of its subsidiaries' ability to (1) incur additional debt and issue preferred stock, (2) make certain restricted payments,
(3) consummate specified asset sales, (4) enter into transactions with affiliates, (5) create liens, (6) declare or pay any dividend or make any other distributions, (7) make certain investments and (8) merge or consolidate with another person.

Events of Default. The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include non-payment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then-outstanding Notes may declare the principal of and accrued but unpaid interest, including additional interest, on all the Notes to be due and payable.

The foregoing description of the Indenture and the Notes is qualified in its entirety by reference to the full text of the Indenture, a copy of which is attached hereto as Exhibit 4.1, and the Notes, the forms of which are attached hereto as Exhibit 4.2, all of which are incorporated herein by reference.

Registration Rights Agreement

In connection with the issuance of the Notes, the Company has agreed, pursuant to the Registration Rights Agreement, to file a registration statement (the "Exchange Offer Registration Statement") with the United States Securities and Exchange Commission (the "SEC") with respect to a registered offer (the "Registered Exchange Offer") to exchange the Notes for new notes of the Company (the "Exchange Notes") having terms substantially identical in all material respects to the Notes within 180 days of the Closing Date, and to use its commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC within 210 days of the Closing Date, and to use its commercially reasonable efforts to cause the Registered Exchange Offer to be consummated not later than 240 days following the Closing Date. The Exchange Notes will generally be freely transferable under the Securities Act.

In addition, the Company has agreed under certain circumstances to file one or more shelf registration statements to cover resales of the Notes. In the event that (i) applicable interpretations of the staff of the SEC do not permit the . . .

The information in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.

Tender Offer and Consent Solicitation

On January 22, 2013, the Company announced the the pricing of its tender offer and solicitation of consents (the "Tender Offer and Consent Solicitation") for any and all of the outstanding $650.0 million aggregate principal amount of 8.875% Senior Secured Notes due 2017 (the "PAETEC 8.875% Notes") issued by PAETEC Holding Corp. ("PAETEC"), a wholly-owned subsidiary of the Company. A copy of the press release announcing the pricing of the Tender Offer and Consent Solicitation is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

The Eleventh Supplemental Indenture eliminates or modifies certain restrictive covenants and other provisions contained in the PAETEC Indenture and releases all of the collateral securing obligations under the PAETEC 8.875% Notes. A copy of the Eleventh Supplemental Indenture is attached hereto as Exhibit 4.4 and is incorporated herein by reference. A copy of the press release announcing the early results of the Tender Offer and Consent Solicitation is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

(d) Exhibits

Exhibit
Number                                    Description

 4.1         Indenture, dated as of January 23, 2013, among Windstream Corporation,
             certain subsidiaries of Windstream Corporation, as guarantors thereto,
             and U.S. Bank National Association, as trustee.

 4.2         Form of 6.375% Senior Note due 2023 (included in Exhibit 4.1).

 4.3         Registration Rights Agreement, dated as of January 23, 2013, among
             Windstream Corporation, certain Subsidiaries of Windstream
             Corporation, and Wells Fargo Securities, LLC, as representative of the
             several initial purchases of the 6.375% Senior Notes due 2023 of
             Windstream Corporation.

 4.4         Eleventh Supplemental Indenture, dated as of January 23, 2013, among
             PAETEC Holding Corp., certain subsidiaries of PAETEC Holding Corp. and
             Windstream Corporation, as guarantors thereto, and The Bank of New
             York Mellon, as trustee.

10.1         Refinancing Amendment.

10.2         Form of Fifth Amended and Restated Credit Agreement (included in
             Exhibit 10.1).

99.1         Press Release, dated January 23, 2013, announcing the completion of
             the offering of 6.375% Senior Notes due 2023.

99.2         Press Release, dated January 23, 2013, with respect to Refinancing
             Amendment.

99.3         Press Release, dated January 22, 2013, announcing the pricing of the
             Tender Offer and Consent Solicitation.

99.4         Press Release, dated January 23, 2013, announcing the results of the
             early settlement of the Tender Offer and Consent Solicitation.