J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated Announce Cash Tender Offers for up to $100,000,000 of Debt Securities of Windstream Services, LLC (as successor to Windstream Corporation) and Windstream Finance Corporation

NEW YORK, March 26, 2015 /PRNewswire/ -- J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together, the "Purchasers") today announced that they have commenced cash tender offers (the "Offers") for up to $100,000,000 combined aggregate principal amount (the "Tender Cap") of Windstream Services, LLC's (as successor to Windstream Corporation) (the "Company") and Windstream Finance Corporation's outstanding 8.125% Senior Notes due 2018 (CUSIPs 97381WAP9 and 97381WAK0) (the "8.125% Notes") and 7.875% Senior Notes due 2017 (CUSIP 97381WAJ3) (the "7.875% Notes" and, together with the 8.125% Notes, the "Notes"). The terms and conditions of the Offers are set forth in the offer to purchase, dated March 26, 2015 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), and the related letter of transmittal (the "Letter of Transmittal"). The Offers will expire at 11:59 p.m., New York City time, on April 22, 2015, unless extended or earlier terminated (the "Expiration Time").

The following table sets forth some of the terms of the Offers, which are more fully described in the Offer to Purchase and Letter of Transmittal:

In addition to the Total Consideration or the Tender Offer Consideration, as applicable, all Holders (as defined below) of Notes accepted for purchase pursuant to the Offers will also receive a cash payment representing the accrued and unpaid interest on their purchased Notes from the last applicable interest payment date for such Notes to, but excluding, the applicable settlement date (the "Accrued Interest").

Registered holders of Notes (each, a "Holder") who validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on April 8, 2015, unless extended (the "Early Tender Deadline"), will be eligible to receive the applicable Total Consideration (as defined in the Offer to Purchase), which includes an Early Tender Premium of $7.50 per $1,000 in principal amount of Notes validly tendered and accepted for purchase, on or about April 10, 2015 (such date, as it may be extended, the "Early Settlement Date").  Holders who validly tender their Notes after the Early Tender Deadline and at or prior to the Expiration Time will only be eligible to receive the applicable Tender Offer Consideration (as defined in the Offer to Purchase), but not the Early Tender Premium, on or about April 23, 2015 (such date, as it may be extended, the "Final Settlement Date"). 

The amount of each series of Notes purchased in the Offers will be determined in accordance with the Tender Cap and the Acceptance Priority Levels set forth above and may also be based on when the Notes are tendered, as described in the Offer to Purchase and related Letter of Transmittal. Each Purchaser will purchase 50% of the Notes of each Acceptance Priority Level purchased pursuant to the Offers. All 8.125% Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be accepted before any tendered 7.875% Notes are accepted pursuant to the Offers, and all 8.125% Notes validly tendered after the Early Tender Deadline will be accepted before any 7.875% Notes tendered after the Early Tender Deadline are accepted pursuant to the Offers. However, Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be accepted for purchase in priority to other Notes tendered after the Early Tender Deadline, even if such Notes tendered after the Early Tender Deadline have a higher Acceptance Priority Level than Notes tendered on or before the Early Tender Deadline.

In addition, the Purchasers will only accept for purchase, based on the Acceptance Priority Levels, as many of the Notes as can be purchased with cash up to the Tender Cap. If purchasing all of the tendered Notes of a series of an applicable Acceptance Priority Level on the Early Settlement Date or the Final Settlement Date, as applicable, would cause the Tender Cap to be exceeded, the amount of that series of Notes purchased on the Early Settlement Date or the Final Settlement Date, as applicable, will be prorated based on the aggregate principal amount of that series of Notes tendered in respect of the Early Settlement Date or the Final Settlement Date, as applicable, such that the Tender Cap will not be exceeded. Furthermore, if the Offers are fully subscribed as of the Early Tender Deadline, holders who validly tender Notes after the Early Tender Deadline will not have any such Notes accepted for payment regardless of the Acceptance Priority Level of such Notes. As a result, each Holder who validly tenders Notes pursuant to the Offers may have a portion of its Notes returned to it, and the amount of Notes returned will depend on the overall level and time of participation of Holders in the Offers. 

The Purchasers reserve the right, subject to applicable law, to increase or waive the Tender Cap, in their sole discretion. The Purchasers are not required to, and do not intend to, extend withdrawal rights in such circumstances, but the Purchasers may extend the Expiration Time as required by applicable law.

The Offers are subject to a number of conditions that are set forth in the Offer to Purchase including (i) the Purchasers being satisfied that the transactions contemplated by the Separation and Distribution Agreement, among Windstream Holdings, Inc., the Company and Communications Sales & Leasing, Inc., are reasonably likely to be consummated no earlier than 14 days and no later than 21 days after the acquisition of Notes pursuant to the Offers and all governmental and regulatory approvals required to consummate such transactions have been or will be obtained and (ii) the Purchasers spending less than $2,400,000,000 to purchase certain of the Company's outstanding revolving and term loans pursuant to certain open market loan repurchases being conducted during the offering. As of the date hereof, the Company has approximately $2,642,000,000 (excluding future amortizations) of outstanding revolving and term loans that may be subject to such open market loan repurchases. Subject to applicable law, the Purchasers may also terminate or withdraw the Offers in whole or terminate or withdraw the Offers with respect to one or more series of Notes at any time before the Expiration Time in their sole discretion. The conditions are more fully described in the Offer to Purchase.

Requests for copies of the Offer to Purchase or other tender offer materials and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation, the Information Agent, at (866) 470-4500 (toll free) or (212) 430-3774 (collect). Questions regarding the terms of the Offers may be directed to J.P. Morgan Securities LLC at (800) 245-8812 (toll free) or (212) 270-1200 (collect) and Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0700 (toll free) or (980) 388-3646 (collect).

This press release is not an offer to purchase or a solicitation of acceptance of the Offers, which may be only made pursuant to the tender offer documents, including the Offer to Purchase and the related Letter of Transmittal that the Purchasers are distributing to Holders of the Notes. The Offers are not being made to Holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The Offers are not being made by the Company and the Company makes no recommendation as to whether Holders should tender their Notes in the applicable Offer(s).

SOURCE J.P. Morgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated