UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 16, 2019 (August 14, 2019)
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Exact name of registrant as specified in its charter | | State or other jurisdiction of incorporation or organization | | Commission File Number | | I.R.S. Employer Identification No. |
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| Windstream Holdings, Inc. | | Delaware | | 001-32422 | | 46-2847717 |
| Windstream Services, LLC | | Delaware | | 001-36093 | | 20-0792300 |
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| 4001 Rodney Parham Road | | | |
| Little Rock, Arkansas | | 72212 |
| (Address of principal executive offices) | | (Zip Code) |
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| | | (501) 748-7000 | | |
| | (Registrants’ telephone number, including area code) | |
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| | | N/A | | |
| (Former Name or Former Address, if Changed Since Last Report) |
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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) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
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).
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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. ¨
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| Item 1.01 | Entry into a Material Definitive Agreement |
As previously reported, Windstream Holdings, Inc. (“Windstream Holdings”) and Windstream Services, LLC (“Windstream Services”) entered into a Superpriority Secured Debtor-in-Possession Credit Agreement, dated as of March 13, 2019 (the “DIP Credit Agreement”), by and among Windstream Services, Windstream Holdings, the other guarantors party thereto, the lenders party thereto (together with such other financial institutions from time to time party thereto, the “DIP Lenders”) and Citibank, N.A., as administrative agent and collateral agent (the “Agent”). On August 14, 2019, Windstream Holdings and Windstream Services entered into an amendment and consent to the DIP Credit Agreement (the “Amendment No. 1”) to: (i) modify the required certification under the DIP Credit Agreement that the consolidated financial statements are prepared in accordance with GAAP consistently applied to carve out the treatment of the Windstream Holdings’ contractual arrangement with certain subsidiaries of Uniti Group, Inc. and (ii) waive the requirement for delivery of the annual audited financial statements of Windstream Services for the fiscal year ending December 31, 2019 and instead deliver unaudited consolidated financial statements of Windstream Services for the fiscal quarter ending December 31, 2019 (as delivered for all other fiscal quarters).
The foregoing description of the Amendment No. 1 does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Amendment No. 1, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
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| Item 9.01 | Financial Statements and Exhibits. |
The following exhibit is filed with this report: |
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| Exhibit No. | | Description |
| 10.1 | | Amendment and Consent No. 1 to Credit Agreement, dated as of August 14, 2019, by and among Windstream Services, LLC, Windstream Holdings, Inc., the other guarantors party thereto, the lenders party thereto, Citibank, N.A., as Administrative Agent and Collateral Agent, and the other parties party thereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
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| WINDSTREAM HOLDINGS, INC. |
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| By: | /s/ Kristi M. Moody |
| Name: | Kristi M. Moody |
| Title: | Executive Vice President - General Counsel and Corporate Secretary |
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| WINDSTREAM SERVICES, LLC |
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| By: | /s/ Kristi M. Moody |
| Name: | Kristi M. Moody |
| Title: | Executive Vice President - General Counsel and Corporate Secretary |
Dated: August 16, 2019
