Windstream $800 million notes offering and $500 million incremental term loan

Davis Polk advised the representative of the several initial purchasers in connection with a Rule 144A / Regulation S offering by Windstream Services, LLC and Windstream Escrow Finance Corp. (together, the “co-issuers”) of $800 million aggregate principal amount of 8.250% senior secured first-lien notes due 2031. The notes are fully and unconditionally guaranteed on a senior secured basis by certain of the co-issuers’ direct and indirect wholly owned domestic subsidiaries. 

Davis Polk also advised the administrative agent and collateral agent, and the joint lead arrangers and bookrunners, in connection with a $500 million incremental senior secured term loan facility and certain amendments to Windstream’s existing credit agreement.

Davis Polk also advised the solicitation agent in connection with a solicitation of consents by the co-issuers from holders of their outstanding 7.750% senior secured notes due 2028 to certain amendments under the indenture governing such notes in contemplation of the expected merger of Windstream with Uniti Group, Inc.

Windstream provides fiber-based broadband to residential and small business customers in 18 states, managed cloud communications, networking and security services for mid-to-large enterprises and government entities across the U.S., and customized wavelength and dark fiber solutions for carriers, content providers and hyperscalers in the United States and Canada. Windstream operates brands including Kinetic, Windstream Enterprise and Windstream Wholesale.

The Davis Polk capital markets team included partners Marcel Fausten and Stephen A. Byeff and associates Steven Glendon, Tomisin Ogunsanya and Saloni Pant. The finance team included partner Kenneth J. Steinberg, counsel Darren Mahone and associates Amy Zhang, Jason Levine and Maria Jelda Doria. All members of the Davis Polk team are based in the New York office.