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): December 15, 2009
WINDSTREAM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-32422 | 20-0792300 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 4001 Rodney Parham Road, Little Rock, Arkansas | 72212 | |
| (Address of principal executive offices) | (Zip Code) |
(501) 748-7000
Registrant’s 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)) |
| Item 8.01. Other Events. | 3 | |
| Item 9.01 Exhibits. | 4 | |
| SIGNATURE | 5 | |
| EXHIBIT INDEX | 6 | |
| Press Release |
2
| Item 8.01 | Other Events. |
On December 15, 2009, Windstream Corporation (“Windstream”) issued a press release announcing the pricing of a private placement of $700 million in aggregate principal amount of 7.875% Senior Notes due November 1, 2017 at an issue price of 98.5% to yield 8.132%. The aggregate principal amount of the notes was increased from $600 million, which Windstream announced its intention to offer on December 15, 2009, to $700 million. The notes are to be issued as additional securities under an existing indenture of Windstream pursuant to which Windstream previously issued $400 million aggregate principal amount of 7.875% Senior Notes due 2017. The notes to be issued in this offering and the previously issued notes will be treated as a single class of notes under the indenture. The offering is expected to settle on Dec. 30, 2009, subject to customary closing conditions.
The press release announcing the pricing of the private offering is attached as Exhibit 99.1 and is incorporated by reference herein.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are subject to uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements. These forward-looking statements are based on estimates, projections, beliefs, and assumptions that the Company believes are reasonable but are not guarantees of future events and results. Actual future events and results of the Company may differ materially from those expressed in these forward-looking statements as a result of a number of important factors. Factors that could cause actual results to differ materially from those contemplated above include, among others: further adverse changes in economic conditions in the markets served by Windstream; the extent, timing and overall effects of competition in the communications business; continued access line loss; the impact of new, emerging or competing technologies; the adoption of intercarrier compensation and/or universal service reforms by the Federal Communications Commission or Congress that results in a significant loss of revenue to Windstream; the risks associated with the integration of acquired businesses or the ability to realize anticipated synergies, cost savings and growth opportunities; the availability and cost of financing in the corporate debt markets; the potential for adverse changes in the ratings given to Windstream’s debt securities by nationally accredited ratings organizations; the effects of federal and state legislation, rules and regulations governing the communications industry; material changes in the communications industry generally that could adversely affect vendor relationships with equipment and network suppliers and customer relationships with wholesale customers; unexpected results of litigation; unexpected rulings by state public service commissions in proceedings regarding universal service funds, inter carrier compensation or other matters that could reduce revenues or increase expenses; the effects of work stoppages; the impact of equipment failure, natural disasters or terrorist acts; earnings on pension plan investments significantly below Windstream’s expected long term rate of return for plan assets; unexpected adverse results relating to the relocation of Windstream’s data center; and those additional factors under the caption “Risk Factors” in Windstream’s Form 10-K for the year ended Dec. 31, 2008, and in subsequent filings with the Securities and Exchange Commission. In addition to these factors, actual future performance, outcomes and results may differ materially because of more general factors including, among others, general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause the Company’s actual results to differ materially from those contemplated in the forward-looking statements contained in this Current Report on Form 8-K should be considered in connection with information regarding risks and uncertainties that may affect the Company’s future results included in the Company’s filings with the SEC at www.sec.gov.
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| Item 9.01 | Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated December 15, 2009 |
4
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 16, 2009
| WINDSTREAM CORPORATION | ||
| By: | /S/ JOHN P. FLETCHER | |
| Name: | John P. Fletcher | |
| Title: | Executive Vice President and General Counsel | |
5
| Exhibit |
Description | |
| 99.1 | Press Release dated December 15, 2009 |
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