UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(dD) ~~OF THE~~

~~SECURITIES~~OF ~~EXCHANGE~~THE SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~September 3121, 2020 ~~(August 25, 2020)~~

Exact name of registrantas specified in its charter	State or other jurisdiction of incorporation or organization	CommissionFile Number	I.R.S. Employer Identification No.
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.
Windstream Holdings, Inc.	Delaware	001-32422	46-2847717
Windstream Services, LLC	Delaware	001-36093	20-0792300

4001 Rodney Parham Road
4001 Rodney Parham Road Little Rock, Arkansas		72212
	Little Rock,	Arkansas		72212
(Address of principal executive offices)		(Zip Code)
(Address of principal executive offices)				(Zip Code)
		(501)	748-7000
	(Registrants’ telephone number, including area code)
		N/A
(Former Name or Former Address, if Changed Since Last Report)

~~Check~~(501) ~~the appropriate box below if the Form 8~~748-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ 7000

~~☐ Written communications pursuant to Rule 425 under the Securities Act~~ (17Registrant’s ~~CFR~~telephone ~~230.425)~~number, ☐including ~~Soliciting~~area ~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~code) ☐ 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))

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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading Symbol(s) Name of each exchange on which registered

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).

Emerging growth company ☐

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~~EXPLANATORY ~~1.01 Entry into a Material Definitive Agreement~~NOTE

On ~~August~~September 2521, 2020 (the “Effective Date”), Windstream Holdings, Inc. (“Windstream ~~Escrow~~Holdings”) and its subsidiaries emerged from the chapter 11 restructuring process. Specifically, as previously disclosed, on February 25, 2019, Windstream Holdings and all of its subsidiaries, including Windstream Services, LLC (collectively, the “~~Escrow~~Debtors”), ~~Issuer~~filed voluntary petitions (the “Chapter 11 Cases”) ~~and~~for reorganization ~~Windstream~~under ~~Escrow~~Chapter ~~Finance~~11 ~~Corp.~~of the United States Bankruptcy Code (the “~~Co-Issuer~~Bankruptcy Code”) ~~and,~~in ~~together~~the ~~with~~U.S. Bankruptcy Court for the ~~Escrow~~Southern ~~Issuer,~~District of New York (the “~~Escrow~~Bankruptcy ~~Issuers~~Court”). On April 1, ~~each~~2020, anthe ~~indirect~~Debtors ~~wholly-owned~~filed ~~subsidiary~~a ofJoint ~~Windstream~~Chapter ~~Holdings,~~11 ~~Inc.~~Plan of Reorganization (as amended, the “~~Company~~Plan”), ~~issued~~in $1the Bankruptcy Court. On June 26,~~400~~ 2020,~~000,000~~ ~~aggregate~~the ~~principal~~Bankruptcy ~~amount~~Court entered an Order Confirming the First Amended Joint Chapter 11 Plan of 7Reorganization of Windstream Holdings, Inc.~~750%~~, ~~Senior~~et ~~First~~al. ~~Lien~~Pursuant ~~Notes~~to ~~due~~Chapter 11 ~~2028~~of the Bankruptcy Code (the “~~Notes~~Confirmation Order”)., which approved and confirmed the Plan.

The ~~offering~~Plan ofbecame ~~the~~effective ~~Notes~~on isthe ~~part~~Effective ofDate ~~a series of exit financing transactions being undertaken~~ in ~~connection~~accordance with aits ~~restructuring~~terms ~~of the Company~~ and ~~certain of its subsidiaries (collectively,~~ the “Debtors~~”),~~ toemerged befrom ~~effected~~the ~~through a plan of reorganization under~~ Chapter 11 ofCases. ~~title~~As 11part of the ~~United~~transactions ~~States~~undertaken pursuant ~~Code~~to in the ~~U.S.~~Plan, ~~Bankruptcy Court for~~ the ~~Southern District of New York substantially on the terms of the~~ Debtors’ ~~First~~were ~~Amended~~reorganized ~~Joint~~and ~~Chapter 11 Plan of Reorganization of~~ Windstream Holdings, ~~Inc. et al.~~II, ~~Pursuant to Chapter 11 of the Bankruptcy Code~~LLC, ~~filed~~a ~~June~~Delaware ~~22,~~limited ~~2020~~liability company (as“New itWindstream ~~may be amended, supplemented or modified, the “Plan~~Holdings”) ~~and approved by the Bankruptcy Court on June 26~~, ~~2020~~became (the ~~“Chapter~~new 11parent ~~Cases”).~~company ~~The~~and ~~gross~~all ~~proceeds~~of ~~from~~ the ~~offering~~shares of ~~the~~common ~~Notes~~stock ~~were deposited into a segregated escrow account (the “Escrow Account”) and will be released upon satisfaction~~ of ~~certain~~Windstream ~~escrow~~Holdings outstanding ~~release~~immediately ~~conditions~~prior ~~(the~~to ~~“Escrow Conditions” and~~ the ~~date~~Effective ~~of such release~~Date, ~~the~~were ~~“Completion Date”)~~cancelled, ~~including~~discharged ~~the~~and ~~occurrence~~ of ~~the~~no ~~effective~~force ~~date~~and ~~of the Plan (the “Effective Date”)~~effect.

OnItem the Completion Date, we will undertake a reorganization, as a result of which the issuer of the Notes (the “Permanent Issuer” and, together with the Co-Issuer, the “Permanent Issuers”) will either be Windstream Services, LLC (“Old Services” and as it may be reorganized pursuant to the Plan, “Reorganized Windstream Services”) or a newly formed limited liability company (“New Services”), which will assume the Notes and the obligations of the Escrow Issuer under the Notes and the Indenture (as defined below)1.01 ~~Windstream~~Entry ~~Escrow~~into ~~Finance Corp. will remain the co-issuer of the Notes and will be~~ a ~~wholly-owned~~Material ~~subsidiary~~Definitive ~~of the Permanent Issuer following the reorganization~~Agreement. ~~The term “Issuers” refers to (a) prior to the Completion Date, the Escrow Issuers, and (b) from and after the Completion Date, the Permanent Issuers.~~

~~The~~Exit ~~Notes~~Credit ~~were issued pursuant to an indenture, dated as of August 25, 2020 (the “Indenture”), among the Issuers and Wilmington Trust, National Association, as trustee and Notes collateral agent.~~Agreement

~~Prior~~On to the ~~Completion~~Effective Date, ~~the~~Windstream ~~Notes~~Services ~~will~~II, ~~not~~LLC, bea ~~guaranteed.~~Delaware Onlimited ~~the~~liability ~~Completion~~company ~~Date,~~and ~~the~~wholly ~~Notes~~owned ~~will~~subsidiary ~~be guaranteed by each~~ of ~~the~~New ~~Permanent~~Windstream ~~Issuer’s~~Holdings ~~wholly-owned domestic subsidiaries~~ (~~other than~~ the ~~Co-Issuer~~“Borrower”), entered ~~that~~into ~~will guarantee~~ the ~~new~~Credit ~~term~~Agreement ~~loan facility~~ (~~the~~ “~~New~~ Exit ~~Term~~Credit ~~Facility~~Agreement”) ~~and~~with ~~the~~New ~~new~~Windstream ~~super-senior~~Holdings, ~~secured~~certain ~~revolving~~subsidiary ~~credit~~guarantors, ~~facility~~JPMorgan ~~(the~~Chase ~~“New~~Bank, ~~Super-Senior~~N.A., ~~Exit~~as ~~Revolving~~administrative ~~Facility”~~agent and, ~~together~~collateral ~~with~~agent ~~the New~~ (“Exit ~~Term Facility~~Agent”), ~~the~~each ~~“New~~letter ~~Exit~~of ~~Facilities”)~~credit toissuer beparty thereto ~~entered~~and ~~into~~each onother orlender ~~about~~from ~~the~~time ~~Completion~~to ~~Date~~time party thereto. ~~Prior~~Pursuant to the ~~Completion~~Exit ~~Date~~Credit Agreement, the ~~Notes~~Borrower ~~will~~obtained be(a) ~~secured~~a by“first aout” ~~lien~~senior onsecured ~~amounts~~revolving ~~deposited~~credit ~~into~~facility (the ~~Escrow~~“New ~~Account.~~Super-Senior ~~From~~Exit ~~and~~Revolving ~~after~~Facility”) ~~the~~in ~~Completion~~an ~~Date,~~aggregate committed ~~the~~amount ~~Notes~~of ~~and~~up ~~related~~to ~~guarantees~~$500,000,000 ~~will~~and be(b) ~~secured~~a bysenior ~~liens,~~secured ~~subject~~first tolien ~~permitted~~term ~~liens,~~loan onfacility ~~substantially~~(the ~~all~~“New ofExit ~~the~~Term ~~Permanent~~Facility” ~~Issuers’~~and, ~~assets~~together ~~and~~with the ~~assets~~New ofSuper-Senior Exit Revolving Facility, the ~~guarantors~~“Exit Facilities”) in ~~each~~an ~~case,~~aggregate ~~that~~principal ~~constitute~~amount ~~personal~~of $750,000,000 ~~property~~ (the loans thereunder, the “~~Collateral~~Term Loans”).

~~Maturity~~The proceeds of loans extended under the Exit Facilities have been or will be used (i) for working capital and ~~Interest~~other ~~Rate~~general ~~Payments~~corporate purposes (ii) to pay transaction costs, professional fees and other obligations and expenses incurred in connection with the Exit Facilities, the consummation of the Plan and the transactions contemplated thereunder, and (iii) for permitted acquisitions, capital expenditures and transaction costs.

~~The~~Loans ~~Notes~~under ~~will~~the ~~mature~~New onExit ~~August~~Term 15Facility bear interest, ~~2028~~at the option of Borrower, at a rate equal to either LIBOR plus 6.25% ~~Interest~~or onbase ~~the~~rate ~~Notes~~plus ~~will~~5.25%. beLoans ~~payable~~under ~~semi~~the New Super-~~annually,~~Senior onExit ~~February~~Revolving 15Facility ~~and~~bear ~~August~~interest, 15at ofthe ~~each~~option ~~year~~of Borrower, ~~commencing~~at ona ~~February~~rate ~~15,~~equal ~~2021~~to either LIBOR plus 3.00% or base rate plus 2.00%, subject to ~~holders~~two step downs of ~~record~~25 basis points each based on ~~the~~achievement ~~preceding~~of ~~February~~certain 1first ~~and~~lien secured ~~August~~leverage 1,ratios. asThe New Super-Senior Exit Revolving Facility and the ~~case~~New ~~may~~Exit beTerm Facility have a LIBOR floor of 1.00%.

~~Ranking~~The Exit Credit Agreement includes usual and customary negative covenants for exit loan agreements of this type, including covenants limiting Borrower and its restricted subsidiaries’ (other than certain covenants therein which are limited to subsidiary guarantors) ability to, among other things, incur additional indebtedness, create liens on assets, make investments, loans or advances, engage in mergers, consolidations, sales of assets and acquisitions, pay dividends and distributions and make payments in respect of certain material payment subordinated indebtedness, in each case subject to customary exceptions for exit loan agreements of this type. The Exit Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, certain events under ERISA, unstayed judgments in favor of a third party involving an aggregate liability in excess of a certain threshold, change of control, specified governmental actions having a material adverse effect or condemnation or damage to a material portion of the collateral.

The Notes are and, from and after the Completion Date, the Notes and the guarantees will be, the senior secured obligations of the Issuers and the guarantors, respectively, and rank or will rank: (i) equal in right of payment with all of the Issuers’ and the guarantors’ existing and future unsubordinated debt that does not have payment priority to the Notes, including indebtedness under the New Exit Term Facility; (ii) effectively equal to any existing and future indebtedness that is secured by equal priority liens on the Collateral and equal payment priority with the Notes pursuant to the first-lien intercreditor agreement (the “First Lien Intercreditor Agreement”), including indebtedness under the New Exit Term Facility (except to the extent of the value of the assets of the Company, as it may be reorganized pursuant to the Plan (“Reorganized Windstream”), which will secure the New Exit Term Facility, but not the Notes); (iii) effectively junior to all of the Issuers’ and the guarantors’ existing and future indebtedness that is secured by equal priority liens on the Collateral and senior payment priority to the Notes pursuant to the First Lien Intercreditor Agreement, including indebtedness under the New Super-Senior Exit Revolving Facility, to the extent of such senior payment priority; (iv) effectively senior to the Issuers’ and the guarantors’ existing and future unsecured indebtedness, to the extent of the value of the Collateral securing the Notes; (v) effectively junior to any existing and future indebtedness of the Issuers or the guarantors secured by liens on assets that are not part of the Collateral, to the extent of the value of such assets; (vi) senior in right of payment to any future subordinated indebtedness of the Issuers or the guarantors; and (vii) structurally subordinated to all 2

~~existing~~Supplemental and future indebtedness and other liabilities of any subsidiaries that do not guarantee the Notes, including trade payables (other than indebtedness and liabilities owed to the Issuers or the guarantors).Indenture

~~Collateral~~As previously disclosed, on August 25, 2020, Windstream Escrow LLC (the “Escrow Issuer”) and Windstream Escrow Finance Corp. (the “Co-Issuer” and, together with the Escrow Issuer, the “Escrow Issuers”), each an indirect wholly-owned subsidiary of Windstream Holdings, issued $1,400,000,000 aggregate principal amount of 7.750% Senior First Lien Notes due 2028 (the “Notes”) pursuant to an indenture, dated as of August 25, 2020 (the “Indenture”), among the Escrow Issuers and Wilmington Trust, National Association, as trustee and collateral agent (the “Trustee”). The gross proceeds from the offering of the Notes were deposited into a segregated escrow account (the “Escrow Account”) to be released upon satisfaction of certain escrow release conditions, including the occurrence of the Effective Date of the Plan.

~~Prior~~On to the ~~Completion~~Effective Date, the ~~Notes~~Borrower ~~will~~entered beinto ~~secured~~the byFirst aSupplemental ~~lien~~Indenture, ondated ~~amounts~~as ~~deposited~~of inSeptember ~~the~~21, ~~Escrow~~2020, ~~Account.~~with ~~From and after~~ the ~~Completion Date~~Co-Issuer, the ~~Notes~~guarantor parties thereto and the ~~guarantees will be secured by first-priority liens~~Trustee, ~~subject~~pursuant to ~~permitted~~which ~~liens,~~the onBorrower ~~substantially~~assumed all of the ~~personal~~payment ~~property~~and ~~assets~~other obligations of the ~~Issuers~~Escrow ~~and~~Issuer under the ~~guarantors,~~Notes ~~which~~and ~~personal property assets will also ratably secure~~ the ~~New~~Indenture. ~~Exit~~The ~~Facilities~~proceeds ~~(except~~from the ~~assets~~offering of ~~Reorganized~~the ~~Windstream),~~Notes inwere ~~each~~released ~~case~~from ~~whether~~the ~~now~~Escrow ~~owned or hereafter acquired, except for certain stock of foreign subsidiaries and certain excluded assets~~Account.

~~Excluded~~Item ~~assets~~1.02 ~~include,~~Termination ~~among other things: (i) motor vehicles and other assets subject to certificates~~ of ~~title and letter of credit rights, in each case to the extent~~ a ~~lien~~Material ~~thereon~~Definitive cannot be perfected by the filing of a UCC financing statement; (ii) assets for which a pledge thereof or a security interest therein is prohibited by applicable law, rule or regulation, of any applicable jurisdiction; (iii) margin stock (within the meaning of Regulation U); (iv) any segregated funds held in escrow for the benefit of an unaffiliated third party (other than the Issuers or the guarantors); (v) any lease, license or other agreements, or any property subject to a purchase money security interest, capitalized lease obligation or similar arrangements, in each case to the extent permitted under the Indenture, to the extent that a pledge thereof or the grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money, capitalized lease or similar arrangement, or create a right of termination in favor of any other party thereto (other than the Issuers or the guarantors) after giving effect to the applicable anti-assignment clauses of the UCC and the applicable laws, other than the proceeds and receivables thereof the assignment of which is expressly deemed effective under applicable laws notwithstanding such prohibition; (vi) any intent-to-use trademark application in the United States prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant, attachment or enforcement of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application; (vii) capital stock issued by, or assets of, unrestricted subsidiaries, immaterial subsidiaries or other special purpose entities; (viii) capital stock or other voting interests of any foreign subsidiary of the Company in excess of 65% of the issued and outstanding voting stock or other voting interests of such entity; (ix) any fee-owned real property and any leasehold interests in real property; and (x) other collateral exceptions and exclusions under applicable financing agreementsAgreement.

~~Covenants~~Prepetition Indebtedness

~~The~~Pursuant ~~Indenture~~to ~~contains~~the ~~covenants~~Plan, ~~limiting~~on the ~~Issuers’~~Effective ~~and~~Date, ~~certain~~the ~~restricted~~obligations ~~subsidiaries’~~of ~~ability~~the ~~to:~~Debtors under (i) ~~incur~~the ~~additional~~Prepetition ~~debt~~Credit ~~and~~Agreement, ~~issue~~dated ~~preferred~~as ~~stock;~~of dated July 17, 2006 (iithe “Prepetition Credit Agreement”), ~~incur~~by orand ~~create~~among ~~liens;~~Windstream ~~(iii)~~Services, ~~redeem~~LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and~~/or~~ ~~prepay~~collateral ~~certain~~agent, ~~debt;~~as amended and restated (ivii) ~~pay~~the ~~dividends~~indenture, ondated ~~capital~~November ~~stock~~6, or2017, ~~repurchase~~among ~~stock;~~Windstream ~~(v)~~Services, ~~make~~LLC ~~certain~~and ~~investments;~~Windstream Finance Corp., as co-issuers (vithe “Pre-Petition Co-Issuers”), ~~engage~~the inentities specified ~~sales~~therein, ofas ~~assets;~~guarantors, ~~(vii)~~and ~~enter~~Delaware ~~into~~Trust ~~transactions~~Company, as ~~with~~successor ~~affiliates;~~trustee and collateral agent, (~~viii~~iii) the ~~engage~~Indenture, indated ~~consolidation~~February 23, ~~mergers~~1998, by and ~~acquisitions~~among Windstream Holding of the Midwest, Inc., ~~These~~as ~~covenants~~issuer, ~~contain~~and ~~important~~Ankura ~~exceptions~~Trust Company, ~~limitations~~LLC, in its capacity as successor trustee, (iv) the indenture, dated August 2, 2018, between the Pre-Petition Co-Issuers, the entities specified therein, as guarantors, and ~~qualifications.~~Wilmington AtTrust, ~~any~~National ~~time~~Association, ~~that~~as trustee and collateral agent, (v) the ~~Notes~~indenture, ~~are~~dated ~~rated~~August ~~investment~~2, ~~grade~~2018, ~~certain~~between ~~covenants~~the ~~will~~Pre-Petition Co-Issuers, bethe ~~suspended~~entities specified therein, as guarantors, and Wilmington Trust, National Association, as trustee and collateral agent, and (v) the indentures governing the Pre-Petition Co-Issuers’ unsecured notes, were cancelled.

~~Optional~~Equity ~~Redemption~~Interests

~~The~~In ~~Issuers~~accordance ~~may~~with ~~redeem~~the ~~some~~Plan, oron ~~all of~~ the ~~Notes~~Effective ~~at any time prior to August 15~~Date, ~~2023~~all atshares ~~a price equal to 100%~~ of ~~the~~Windstream ~~principal~~Holdings’ ~~amount~~common ofstock ~~the~~issued ~~Notes redeemed plus a “make-whole” premium, plus accrued~~ and ~~unpaid~~outstanding ~~interest,~~immediately ifprior ~~any,~~ to, ~~but~~the Effective ~~excluding~~Date, ~~the~~and ~~redemption~~any ~~date.~~rights ~~The Issuers may redeem some or all~~ of ~~the Notes at~~ any ~~time~~holder ~~on or after August 15, 2023 at the redemption prices set forth~~ in ~~the~~respect ~~Indenture. In addition~~thereof, atwere ~~any~~deemed ~~time prior to August 15~~cancelled, ~~2023,~~discharged upand ~~to 40%~~ of ~~the~~no ~~original~~further ~~aggregate~~force ~~principal~~or ~~amount of the Notes may be redeemed with the net proceeds of certain equity offerings, at the redemption price specified in the Indenture~~effect.

~~Change~~DIP ~~of Control~~Facilities

~~Upon~~On the ~~occurrence~~Effective ofDate, athe ~~change~~senior ofsecured ~~control~~superpriority ~~and~~debtor-in-possession acredit ~~ratings~~agreement, ~~downgrade~~dated toas ~~below~~of ~~investment~~March ~~grade~~13, ~~the~~2019, ~~Issuers~~by ~~must~~and ~~offer~~among toWindstream Holdings, ~~purchase~~Windstream Services, LLC, the ~~Notes~~other atguarantors ~~101%~~party ofthereto, ~~their~~the ~~face~~lenders ~~amount~~party thereto and Citibank, ~~plus~~N.A., ~~accrued~~as ~~and~~administrative ~~unpaid~~agent ~~interest~~and tocollateral agent, ~~but~~was ~~not~~paid ~~including,~~in ~~the~~full ~~purchase~~and ~~date~~terminated.

~~Events~~Item of1.03 ~~Default~~Bankruptcy or Receivership

~~The~~On ~~Indenture~~September ~~also provides for~~21, ~~customary~~2020, ~~events~~the ofDebtors ~~default~~filed ~~which,~~a ifNotice ~~certain~~ of ~~them occurs:~~ (iI) ~~would~~Entry ~~make~~of ~~all~~Confirmation ~~outstanding~~Order, ~~Notes due and payable immediately; or~~ (iiII) ~~would~~Occurrence ~~allow the trustee or the holders~~ of atEffective ~~least~~Date, ~~30% in principal amount of the then outstanding Notes to declare the principal of~~ and ~~accrued~~(III) ~~and~~Related ~~unpaid~~Bar ~~interest,~~Dates. ifThe ~~any,~~information onset ~~all~~forth ~~the Notes to be due and payable by notice~~ in ~~writing to~~ the ~~Issuers~~explanatory ~~and,~~note ~~upon~~is ~~such~~incorporated ~~declaration,~~by ~~such~~reference ~~principal~~into ~~and~~this ~~accrued~~Item ~~and unpaid interest, if any, will be due and payable immediately~~1.03.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities.

Pursuant to the Plan and following the cancellation of Windstream Holdings’ outstanding common stock described in this Current Report, on the Effective Date, New Windstream Holdings issued new common units (“Units”) and special warrants to purchase Units to holders of allowed first lien claims and participants in the $750 million rights offering. The issuance of the Units and special warrants was exempt from registration under the Securities Act pursuant to section 1145 of the Bankruptcy Code or another exemption from registration.

Item 3.03

Material Modification to the Rights of Security Holders.

The information set forth under the Introductory Note and Items 1.01, 1.02, 1.03, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

On the Effective Date, pursuant to the Plan, and all equity interests in Windstream Holdings outstanding immediately prior to the Effective Date, were cancelled, discharged, and of no force and effect. On the Effective Date, pursuant to the Plan, New Windstream Holdings issued Units and special warrants to purchase such Units to holders of allowed first lien claims and participants in the $750 million rights offering.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Plan, Alan L. Wells, Samuel E. Beal III, Jeannie H. Diefenderfer, Jeffrey T. Hinson, Julie A. Shimer, Michael G. Stoltz and Walter L. Turek ceased to be directors of Windstream Holdings and Windstream Services. David Brown, Randy Dunbar, Bruce Kenny, William G. LaPerch, W. Robert Mudge, Paul H. Sunu, Tony Thomas, Anand Vadapalli, Michael C. Watchorn, Johannes Weber and Jon Weber were designated as members of the Board of Managers of New Windstream Holdings (the “Board of Managers”). Tony Thomas and Kristi M. Moody are the members of the Board of Managers of Windstream Services II, LLC..

Management Incentive Plan

Pursuant to the Plan, New Windstream Holdings adopted a new management incentive plan (the “Management Incentive Plan”) providing for the issuance from time to time, as approved by the Board of Managers, of equity and equity-based awards with respect to New Windstream Holdings’ common units. The common units issued under the Management Incentive Plan on the Effective Date and in the future will dilute all of the common units issued on the Effective Date.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On the Effective Date, in connection with New Windstream Holdings’ implementation of the Plan, New Windstream Holdings’ Amended Certificate of Formation (the “Amended Certificate”) and the Limited Liability Agreement were adopted and approved, and the Amended Certificate was filed with the Delaware Secretary of State.

Item 8.01

Other Events

Deregistration of Common Stock

In conjunction with its emergence from bankruptcy, Windstream Holdings and Windstream Services (together, the “Registrants”) intend to file post-effective amendments to each of their respective Registration Statements on Form S-8 and promptly file a Form 15 with the Securities and Exchange Commission (the “SEC”) to deregister their securities under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend each Registrant’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. Upon the filing of the Form 15, the Registrants’ obligation to file periodic and current reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately suspended.

Press Release

On September 21, 2020 the Company issued a press release announcing its emergence from the restructuring process and successful consummation of the Plan. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this report:

Exhibit Number		Description
99.1		Windstream Press Release dated September 21, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

~~WINDSTREAM~~Pursuant ~~HOLDINGS,~~to ~~INC.~~the ~~WINDSTREAM~~requirements ~~SERVICES,~~of ~~LLC~~the ~~By:~~Securities ~~/s/~~Exchange ~~Kristi~~Act M.of ~~Moody~~1934, ~~By:~~the ~~/s/~~registrants ~~Kristi~~have M.duly ~~Moody~~caused ~~Name:~~this ~~Kristi~~report M.to ~~Moody~~be ~~Name:~~signed ~~Kristi~~on M.their ~~Moody~~behalf ~~Title:~~by ~~Executive Vice President~~the undersigned, ~~General~~hereunto ~~Counsel~~duly ~~and Corporate Secretary Title: Executive Vice President, General Counsel and Corporate Secretary~~authorized.

Dated: August 31, 2020

WINDSTREAM HOLDINGS, INC.		WINDSTREAM SERVICES, LLC

By:	/s/ Kristi M. Moody	By:	/s/ Kristi M. Moody
Name:	Kristi M. Moody	Name:	Kristi M. Moody
Title:	Executive Vice President, General	Title:	Executive Vice President, General
	Counsel and Corporate Secretary		Counsel and Corporate Secretary

Dated: September 22, 2020

Filing Compare · WINDSTREAM HOLDINGS, INC.