0001013594-16-001051.txt : 20160519 0001013594-16-001051.hdr.sgml : 20160519 20160519160751 ACCESSION NUMBER: 0001013594-16-001051 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160519 DATE AS OF CHANGE: 20160519 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WINDSTREAM HOLDINGS, INC. CENTRAL INDEX KEY: 0001282266 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 462847717 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80572 FILM NUMBER: 161663282 BUSINESS ADDRESS: STREET 1: 4001 RODNEY PARHAM RD. CITY: LITTLE ROCK STATE: AR ZIP: 72212 BUSINESS PHONE: 5017487000 MAIL ADDRESS: STREET 1: 4001 RODNEY PARHAM RD. CITY: LITTLE ROCK STATE: AR ZIP: 72212 FORMER COMPANY: FORMER CONFORMED NAME: WINDSTREAM CORP DATE OF NAME CHANGE: 20060717 FORMER COMPANY: FORMER CONFORMED NAME: VALOR COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 20040326 FORMER COMPANY: FORMER CONFORMED NAME: VALOR TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 20040301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEADFAST CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001214822 IRS NUMBER: 030481537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124154600 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEADFAST CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20030117 SC 13G 1 windstream13g-051816.htm MAY 18, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13G
(RULE 13D - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
(Amendment No. )*
Windstream Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
97382A200
(CUSIP Number)
May 9, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.
NAMES OF REPORTING PERSONS
   
 
Robert S. Pitts, Jr.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
United States
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
4,925,000
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
4,925,000
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
4,925,000
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
5.1%
   
12.
TYPE OF REPORTING PERSON
   
 
IN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Capital Management LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
4,728,798
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
4,728,798
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
4,728,798
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
4.9%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Advisors LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
196,202
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
196,202
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
196,202
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast Capital, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
196,202
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
196,202
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
196,202
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
Less than 1%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
American Steadfast, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
1,688,159
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
1,688,159
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,688,159
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
1.8%
   
12.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
   
 
Steadfast International Master Fund Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
5.
SOLE VOTING POWER
   
 
0
   
6.
SHARED VOTING POWER
   
 
3,040,639
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
3,040,639
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
3,040,639
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 EXCLUDES CERTAIN SHARES    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
3.2%
   
12.
TYPE OF REPORTING PERSON
   
 
CO


This statement is filed with respect to the Common Shares (as defined below) of the Issuer (as defined below) beneficially owned by the Reporting Persons (as defined below) as of May 9, 2016.
Item 1(a). Name of Issuer:
Windstream Holdings, Inc. ("Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
4001 Rodney Parham Road
Little Rock, Arkansas 72212
Item 2(a). Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
- Robert S. Pitts, Jr., a United States Citizen ("Mr. Pitts").
- Steadfast Capital Management LP, a Delaware limited partnership (the "Investment Manager").
- Steadfast Advisors LP, a Delaware limited partnership (the "Managing General Partner").
- Steadfast Capital, L.P., a Delaware limited partnership ("Steadfast Capital").
- American Steadfast, L.P., a Delaware limited partnership ("American Steadfast").
- Steadfast International Master Fund Ltd., a Cayman Islands exempted company (the "Offshore Fund").
Mr. Pitts is the controlling principal of the Investment Manager and the Managing General Partner. The Managing General Partner has the power to vote and dispose of the securities held by Steadfast Capital.  The Investment Manager has the power to vote and dispose of the securities held by American Steadfast and the Offshore Fund.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The business address of each of Mr. Pitts, the Investment Manager, the Managing General Partner, Steadfast Capital and American Steadfast is 450 Park Avenue, 20th Floor, New York, New York 10022.
The business address of the Offshore Fund is c/o Appleby Trust (Cayman) Ltd., Clifton House, 75 Fort Street, P.O. Box 1350, George Town, Grand Cayman KY1-1108.
Item 2(c). Citizenship:
Mr. Pitts is a citizen of the United States.
Each of the Investment Manager, the Managing General Partner, Steadfast Capital and American Steadfast is a limited partnership formed under the laws of the State of Delaware.
The Offshore Fund is an exempted company formed under the laws of the Cayman Islands.
Item 2(d). Title of Class of Securities:
Common Stock, $0.0001 par value (the "Common Shares").
Item 2(e). CUSIP Number:
97382A200
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 
(a)
[ ]
Broker or dealer registered under Section 15 of the Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
[ ]
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
[ ]
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
[ ]
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
 
(h)
[ ]
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
 
(i)
[ ]
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
 
(j)
[ ]
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
       
 
(k)
[ ]
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
 
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
(i) Mr. Pitts beneficially owns 4,925,000 Common Shares.
(ii) The Investment Manager beneficially owns 4,728,798 Common Shares.
(iii) The Managing General Partner beneficially owns 196,202 Common Shares.
(iv) Steadfast Capital owns 196,202 Common Shares.
(v) American Steadfast owns 1,688,159 Common Shares.
(vi) The Offshore Fund owns 3,040,639 Common Shares.
(vii) Collectively, the Reporting Persons beneficially own 4,925,000 Common Shares.
(b) Percent of class:
(i) Mr. Pitts' beneficial ownership of 4,925,000 Common Shares represents 5.1% of the outstanding Common Shares.
(ii) The Investment Manager's beneficial ownership of 4,728,798 Common Shares represents 4.9% of the outstanding Common Shares.
(iii) The Managing General Partner's beneficial ownership of 196,202 Common Shares represents less than 1% of the outstanding Common Shares.
(iv) Steadfast Capital's beneficial ownership of 196,202 Common Shares represents less than 1% of the outstanding Common Shares.
(v) American Steadfast's beneficial ownership of 1,688,159 Common Shares represents 1.8% of the outstanding Common Shares.
(vi) The Offshore Fund's beneficial ownership of 3,040,639 Common Shares represents 3.2% of the outstanding Common Shares.
(vii) Collectively, the Reporting Persons' beneficial ownership of 4,925,000 Common Shares represents 5.1% of the outstanding Common Shares.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote of Common Shares:
Not applicable.
(ii) Shared power to vote or to direct the vote of Common Shares:
Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to vote or direct the vote of the 196,202 Common Shares beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 1,688,159 Common Shares beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 3,040,639 Common Shares beneficially owned by the Offshore Fund.
(iii) Sole power to dispose or to direct the disposition of Common Shares:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of Common Shares:
Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to dispose or direct the disposition of the 196,202 Common Shares beneficially owned by Steadfast Capital.
American Steadfast has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 1,688,159 Common Shares beneficially owned by American Steadfast.
The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 3,040,639 Common Shares beneficially owned by the Offshore Fund.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit B.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: May 19, 2016
STEADFAST CAPITAL MANAGEMENT LP
 
       
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST ADVISORS LP
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST CAPITAL, L.P.
By:  STEADFAST ADVISORS LP, as Managing General Partner
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
AMERICAN STEADFAST, L.P.
By:  STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST INTERNATIONAL MASTER FUND LTD.
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
Director
  
     
     
/s/ Robert S. Pitts, Jr.
  
Robert S. Pitts, Jr.
  


EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Windstream Holdings, Inc. dated May 19, 2016 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: May 19, 2016
STEADFAST CAPITAL MANAGEMENT LP
 
       
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST ADVISORS LP
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST CAPITAL, L.P.
By:  STEADFAST ADVISORS LP, as Managing General Partner
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
AMERICAN STEADFAST, L.P.
By:  STEADFAST CAPITAL MANAGEMENT LP, Attorney-in-Fact
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
President
  
     
     
STEADFAST INTERNATIONAL MASTER FUND LTD.
     
By:
/s/ Robert S. Pitts, Jr.
  
 
Robert S. Pitts, Jr.
  
 
Director
  
     
     
/s/ Robert S. Pitts, Jr.
  
Robert S. Pitts, Jr.
  


EXHIBIT B
Robert S. Pitts, Jr.
Steadfast Capital Management LP
Steadfast Advisors LP
Steadfast Capital, L.P.
American Steadfast, L.P.
Steadfast International Master Fund Ltd.