WINDSTREAM HOLDINGS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-12-18: Form 8-K; Period of report 2017-12-18; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events; Details 1.01.
- 2017-12-12: Form 8-K; Period of report 2017-12-06; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2017-12-07: Form 8-K; Period of report 2017-12-07; Description 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 7.01.
- 2017-12-06: Form 8-K; Period of report 2017-12-06; Description 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-12-18 | 8-K | 2017-12-18 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 On December 13, 2017, Windstream Services, LLC (the “Company”) and Windstream Finance Corp., a direct wholly-owned subsidiary of the Issuer (the “Co-Issuer” and, together with the Company, the “Issuers”), issued (i) approximately $583.2 million aggregate principal amount of 8.75% Senior Notes due 2024 (the “Exchange Notes”) upon the early settlement of the previously announced exchange offer with respect to the Company’s 7.75% Senior Notes due 2021 and (ii) approximately $249.4 million aggregate principal amount of Exchange Notes upon the early settlement of the previously announced exchange offer with respect to the Company’s 7.50% Senior Notes due 2022. 2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03. 8.01 On December 12, 2017, the Company issued a press release announcing the results of its previously announced exchange offers, a copy of which is attached hereto as Exhibit 99(a). | a20171218form8-k.htm |
| 2017-12-12 | 8-K | 2017-12-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 6, 2017, Windstream Services, LLC (the “Company”) entered into an indenture, dated as of December 6, 2017 (the “Fourth Supplemental Indenture”), among the Company, Windstream Finance Corp., certain other subsidiaries of the Company party thereto, and U.S. Bank National Association, as trustee, amending and supplementing the indenture, dated as of March 28, 2011 (the “2021 Notes Base Indenture”), among the Windstream Corporation (as predecessor to the Company), the guarantors party thereto, and U.S. Bank National Association, as trustee. | s001990x3_8k.htm |
| 2017-12-07 | 8-K | 2017-12-07 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On December 7, 2017, Windstream Services, LLC (the “Company”) sent a letter to Aurelius Capital Master Ltd. (“Aurelius”), a holder of the Company’s 6 3/8% Senior Notes due 2023 (the “6 3/8% Senior Notes”), a copy of which is attached hereto as Exhibit 99(a). 8.01 On September 22, 2017, the Company received a purported notice of default dated September 21, 2017 (the “Notice”) from Aurelius, which alleged that the Company had breached certain covenants under the indenture governing the 6 3/8% Senior Notes (the “Indenture”) relating to the transfer of certain assets and the subsequent lease of those assets in connection with the spin-off of Communications Sales & Leasing, Inc. (now known as Uniti Group, Inc.) in April 2015. | s001990x2_8k.htm |
| 2017-12-06 | 8-K | 2017-12-06 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On December 6, 2017, counsel for Windstream Services, LLC (the “Company”) sent a letter to counsel for Aurelius Capital Master Ltd. (“Aurelius”), a holder of the Company’s 6 3/8% Senior Notes due 2023 (the “6 3/8% Senior Notes”), a copy of which is attached hereto as Exhibit 99(a). 8.01 On November 27, 2017, the Company received a purported notice of default dated November 27, 2017 (the “November Notice”) from Aurelius which alleged that the Company’s previously announced offers to exchange certain of the Company’s existing senior notes for additional 6 3/8% Senior Notes and/or 8.625% Senior First Lien Notes due 2025 and solicitation of consents from holders of the 6 3/8% Senior Notes (the “Exchange and Consent Transactions”) violated the terms of the indenture governing the 6 3/8% Senior Notes (the “Indenture”). | s001990x1_8k.htm |
| 2017-11-29 | 8-K | 2017-11-29 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.03 On November 22, 2017, Windstream Services, LLC (the “Company”) and Windstream Finance Corp., a direct wholly-owned subsidiary of the Company (the “Co-Issuer” and, together with the Company, the “Issuers”), issued (i) approximately $6.7 million aggregate principal amount of additional 6 3/8% Senior Notes due 2023 (the “6 3/8% Senior Notes”) upon the final settlement of previously announced exchange offers with respect to the Issuers’ 7.50% Senior Notes due 2022 and the Issuers’ 7.50% Senior Notes due 2023 and (ii) issued approximately $1.4 million aggregate principal amount of additional 6 3/8% Senior Notes upon the final settlement of the previously announced exchange offer with respect to the Issuers’ 7.75% Senior Notes due 2021. 7.01 On September 22, 2017, the Company received a purported notice of default dated September 21, 2017 (the “Original Notice”) from a noteholder, which alleged that the Company had breached certain covenants under the Indenture relating to the transfer of certain assets and the subsequent lease of those assets in connection with the spinoff of Communications Sales & Leasing, Inc. (now known as Uniti Group, Inc.) (“Uniti”) in April 2015. 8.01 On November 28, 2017, the Company commenced certain debt exchange offers and consent solicitations with respect to certain series of the Company's senior notes. | a20171129form8-k.htm |
| 2017-11-13 | 8-K | 2017-11-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 On November 6, 2017, Windstream Services, LLC (the “Company”) and Windstream Finance Corp., a direct wholly-owned subsidiary of the Issuer (the “Co-Issuer” and, together with the Company, the “Issuers”), issued (i) approximately $150.0 million aggregate principal amount of 8.625% Senior First Lien Notes due 2025 (the “Exchange Secured Notes”) upon the early settlement of the previously announced exchange offering with respect to the Company’s 7.75% Senior Notes due 2020 and (ii) approximately $50.0 million aggregate principal amount of Exchange Secured Notes upon the early settlement of the previously announced exchange offering with respect to the Company’s 7.75% Senior Notes due 2021. 2.03 The information set forth in Item 1.01 is incorporated by reference into this Item 2.03. 8.01 On November 6, 2017, the Company issued a press release announcing the pricing of the offering of 8.625% Senior First Lien Notes due 2025, a copy of which is attached hereto as Exhibit 99(a). | a20171113form8-k.htm |
| 2017-11-09 | 8-K | 2017-11-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 On November 5, 2017, Windstream Services, LLC (the “Company”) entered into an indenture, dated as of November 5, 2017 (the “Fifth Supplemental Indenture”), among the Company, Windstream Finance Corp., certain other subsidiaries of the Company party thereto, and U.S. Bank National Association, as trustee, amending and supplementing the indenture, dated as of October 6, 2010 (the “2020 Notes Base Indenture”), among the Windstream Corporation (as predecessor to the Company), the guarantors party thereto, and U.S. Bank National Association, as trustee. | a2017119form8k.htm |
| 2017-11-09 | 8-K | 2017-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2017, Windstream Holdings, Inc. (“Windstream”, the “Company”, “we”, “us”, or “our”) issued a press release announcing the Company’s 2017 third quarter consolidated results of operations. | a20170930form8k.htm |
| 2017-10-31 | 8-K | 2017-10-31 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 The information set forth in Item 7.01 below is incorporated herein by reference. 7.01 On October 18, 2017, Windstream Holdings, Inc. (together with its subsidiaries, “Windstream”) announced the commencement of certain debt exchange offers and consent solicitations with respect to senior notes issued by Windstream Services, LLC ( “Services”). 8.01 A copy of the press releases announcing the exchanges offers and consent solicitations, including extensions of time periods associated with the exchange offers and consent solicitations, are attached hereto as Exhibit 99(a), (b) and (c). | a20171025form8-k.htm |
| 2017-09-25 | 8-K | 2017-09-25 | 7.01 Regulation FD Disclosure | 7.01 On September 22, 2017, Windstream Services, LLC (the “Company”) received a purported notice of default dated September 21, 2017 (the “Notice”) from a noteholder that claims to hold greater than 25% in aggregate principal amount of the Company’s 6 3/8% Senior Notes due 2023 (the “Notes”) issued under the indenture dated January 23, 2013 (as amended and supplemented, the “Indenture”), between the Company (as successor to Windstream Corporation), as issuer, Windstream Finance Corp., as co-issuer, the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). | a20170925form8-k.htm |
| 2017-09-01 | 8-K | 2017-09-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Windstream Holdings, Inc. (“Windstream Holdings”) and Windstream Services, LLC (“Windstream Services”) have historically maintained agreements with their officers that provide severance benefits under certain circumstances (including in connection with a change in control) to attract and retain key members of management and to provide a total compensation package that is competitive with the compensation arrangements of other market participants. | a20170901form8-k.htm |
| 2017-08-03 | 8-K | 2017-08-03 | 2.02 Results of Operations and Financial Condition | 2.02 On August 3, 2017, Windstream Holdings, Inc. (“Windstream”, the “Company”, “we”, “us”, or “our”) issued a press release announcing the Company’s 2017 second quarter consolidated results of operations. | a20170630form8k.htm |
| 2017-07-28 | 8-K | 2017-07-28 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On July 28, 2017, Windstream Holdings, Inc., a Delaware corporation (“Windstream”), issued a press release announcing the closing of its previously announced acquisition (the “Acquisition”) of Broadview Networks Holdings, Inc., a Delaware corpo-ra-tion (“Broadview”). 8.01 The Acquisition was consummated on July 28, 2017, pursuant to that certain Agreement and Plan of Merger, dated as of April 12, 2017 (the “Merger Agreement”), among Windstream, Broadview and Beethoven Merger Subsidiary, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of Windstream (“Merger Sub”). | a20170728form8-k.htm |
| 2017-05-30 | 8-K | 2017-05-30 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2017 annual meeting of stockholders (the “Annual Meeting”) of Windstream Holdings, Inc. (the “Company”) was held virtually on May 25, 2017 at 11:00 a.m. | a20170530form8-k.htm |
| 2017-05-04 | 8-K | 2017-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2017, Windstream Holdings, Inc. (“Windstream”, the “Company”, “we”, “us”, or “our”) issued a press release announcing the Company’s 2017 first quarter consolidated results of operations. | a20170331form8k.htm |
| 2017-04-17 | 8-K | 2017-04-17 | 8.01 Other Events | 8.01 On April 13, 2017, Windstream Holdings, Inc., a Delaware corporation (“Windstream”), and Broadview Networks Holdings, Inc., a Delaware corporation (“Broadview”), issued a joint press release announcing the execution of a definitive agreement pursuant to which Windstream will acquire Broadview in an all-cash transaction valued at $227.5 million. | a20170417form8-k.htm |
| 2017-03-02 | 8-K | 2017-03-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a20170302form8-k.htm |
| 2017-03-01 | 8-K/A | 2017-02-27 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On the Closing Date, in connection with the Merger, Windstream's direct, wholly-owned subsidiary, Windstream Services, LLC, amended its existing senior secured credit agreement pursuant to an incremental amendment (the "Amendment"). 2.03 The description above under Item 1.01 is incorporated in this Item 2.03 by reference. 5.02 Effective on March 1, 2017, in accordance with the Merger Agreement, the Board of Directors (the "Board") of Windstream increased the size of the Board to twelve (12) members and appointed Dr. Julie A. Shimer, Marc F. Stoll and Walter L. Turek (collectively, the "EarthLink Designees") to the Board for a term expiring at Windstream's 2017 Annual Meeting of Stockholders (the "2017 Annual Meeting"). 5.03 On February 24, 2017, in connection with the Merger, Windstream filed with the Delaware Secretary of State a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Amendment"). 7.01 A copy of the joint press release, dated February 27, 2017, announcing the closing of the Combination is included as Exhibit 99.1 to this Current Report on Form 8-K and is furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. 8.01 On the Closing Date, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub 1 merged with and into EarthLink, with EarthLink continuing as the surviving corporation (the "Merger") and, immediately following the Merger, EarthLink merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company under the name EarthLink Holdings, LLC (the "Subsequent Merger" and, together with the Merger, the "Combination"). | a20170301form8-ka.htm |
| 2017-03-01 | 8-K | 2017-03-01 | 2.02 Results of Operations and Financial Condition | 2.02 On March 1, 2017, Windstream Holdings, Inc. (“Windstream”, the “Company”, “we”, “us”, or “our”) issued a press release announcing the Company’s 2016 fourth quarter and annual consolidated results of operations. | a20161231form8k.htm |
| 2017-02-27 | 8-K | 2017-02-27 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On the Closing Date, in connection with the Merger, Windstream's direct, wholly-owned subsidiary, Windstream Services, LLC, amended its existing senior secured credit agreement pursuant to an incremental amendment (the "Amendment"). 2.01 On the Closing Date, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub 1 merged with and into EarthLink, with EarthLink continuing as the surviving corporation (the "Merger") and, immediately following the Merger, EarthLink merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company under the name EarthLink Holdings, LLC (the "Subsequent Merger" and, together with the Merger, the "Combination"). 2.03 The description above under Item 1.01 is incorporated in this Item 2.03 by reference. 5.02 Effective on March 1, 2017, in accordance with the Merger Agreement, the Board of Directors (the "Board") of Windstream increased the size of the Board to twelve (12) members and appointed Dr. Julie A. Shimer, Marc F. Stoll and Walter L. Turek (collectively, the "EarthLink Designees") to the Board for a term expiring at Windstream's 2017 Annual Meeting of Stockholders (the "2017 Annual Meeting"). 7.01 A copy of the joint press release, dated February 27, 2017, announcing the closing of the Combination is included as Exhibit 99.1 to this Current Report on Form 8-K and is furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. 8.01 In connection with the consummation of the transactions under the Merger Agreement described in Item 2.01 of this Current Report on Form 8-K, EarthLink is calling for redemption all $76,557,000 outstanding aggregate principal amount of its Senior Notes and all $300 million outstanding aggregate principal amount of its Secured Notes. | form8k.htm |
| 2017-02-24 | 8-K | 2017-02-24 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On February 24, 2017, Windstream Holdings, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) in connection with the Agreement and Plan of Merger, dated as of November 5, 2016 (as amended from time to time in accordance with the terms thereof, the “Merger Agreement”), among the Company, Europa Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of the Company (“Merger Sub 1”), Europa Merger Sub, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of the Company (“Merger Sub 2”), and EarthLink Holdings Corp., a Delaware corporation (“EarthLink”), pursuant to which (i) Merger Sub 1 will merge with and into EarthLink, with EarthLink continuing as the surviving corporation (the “Merger”) and (ii) immediately following the Merger, EarthLink will merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company (the “Subsequent Merger” and, together with the Merger, the “Combination”). | form8k.htm |
| 2017-02-17 | 8-K | 2017-02-17 | 8.01 Other Events | 8.01 Windstream Holdings, Inc. (Nasdaq: WIN) today announced that its direct, wholly-owned subsidiary, Windstream Services, LLC (Windstream), has amended its existing senior secured credit agreement. | a20170217form8k.htm |