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): April 29, 2019 (April 23, 2019)
Exact name of registrant as specified in its charter | | State or other jurisdiction of incorporation or organization | | | | I.R.S. Employer Identification No. |
| Windstream Holdings, Inc. | | Delaware | | 001-32422 | | 46-2847717 |
| Windstream Services, LLC | | Delaware | | 001-36093 | | 20-0792300 |
| 4001 Rodney Parham Road | |
| Little Rock, Arkansas | 72212 |
| (Address of principal executive offices) | (Zip Code) |
(501) 748-7000
(Registrants’ telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On April 23, 2019, Windstream Holdings, Inc. and all of its subsidiaries, including Windstream Services, LLC (collectively, the “Debtors”), filed the presentation attached hereto as Exhibit 99.1 with the U.S. Bankruptcy Court for the Southern District of New York in connection with the Debtors’ motion to authorize the implementation of certain key employee incentive and retention plans.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| Windstream 2019 Financial Plan dated April 23, 2019. |
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.
| | WINDSTREAM HOLDINGS, INC. |
| | | |
| | By: | /s/ Kristi M. Moody |
| | Name:
| Kristi M. Moody |
| | Title: | Executive Vice President - General Counsel and Corporate Secretary |
| | | |
| | WINDSTREAM SERVICES, LLC |
| | | |
| | By: | /s/ Kristi M. Moody |
| | Name:
| Kristi M. Moody |
| | Title: | Executive Vice President - General Counsel and Corporate Secretary |
Dated: April 29, 2019
