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 11, 2020
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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) |
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act: None
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
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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).
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 August 11, 2020, Windstream Holdings, Inc. (the “Company”) issued a news release announcing the pricing of the previously announced offering by the Company’s wholly owned subsidiaries, Windstream Escrow LLC and Windstream Escrow Finance Corp., of $1,400 million aggregate principal amount of 7.750% senior first lien notes due 2028 pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information set forth in this Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 is being furnished hereby and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings. The filing of this Item 7.01 shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this report:
Exhibit Number Description |
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| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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, hereunto duly authorized. |
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| WINDSTREAM HOLDINGS, INC. | | WINDSTREAM SERVICES, LLC |
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| By: | /s/ Kristi M. Moody | | By: | /s/ Kristi M. Moody |
| Name: | Kristi M. Moody | | Name: | Kristi M. Moody |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | | Title: | Executive Vice President, General Counsel and Corporate Secretary |
Dated: August 11, 2020
