8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-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): July 28, 2017

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
Little Rock, Arkansas			72212
(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 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))

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 7.01Regulation FD Disclosure.

On July 28, 2017, Windstream Holdings, Inc., a Delaware corporation (“Windstream”), issued a press release announcing the closing of its previously announced acquisition (the “Acquisition”) of Broadview Networks Holdings, Inc., a Delaware corpo-ra-tion (“Broadview”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, including the related information set forth in the press release attached hereto as Exhibit 99.1 and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 8.01Other Events.

The Acquisition was consummated on July 28, 2017, pursuant to that certain Agreement and Plan of Merger, dated as of April 12, 2017 (the “Merger Agreement”), among Windstream, Broadview and Beethoven Merger Subsidiary, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of Windstream (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Broadview, with Broadview surviving as an indirect, wholly-owned subsidiary of Windstream, and each share of Broadview’s common stock issued and outstanding immediately prior to consummation of the transaction was automatically converted into the right to receive cash consideration of $6.98.

In connection with the consummation of the transactions contemplated by the Merger Agreement, all outstanding amounts under Broadview’s revolving credit facility were repaid and the facility was terminated. Additionally, Broadview is calling for redemption all $150 million outstanding aggregate principal amount of its 10.5% Senior Secured Notes due 2017 (the “Secured Notes”). Broadview is calling the Secured Notes at a redemption price in cash equal to 100% of the principal amount of the Secured Notes, plus accrued and unpaid interest to, but excluding, the redemption date.  A notice of redemption is being sent to all currently registered holders of the Secured Notes by The Bank of New York Mellon, the trustee under the indenture governing the Secured Notes. 

In connection with the redemption, Broadview has satisfied and discharged the indenture governing the Secured Notes and has placed the redemption payment into trust for the benefit of the noteholders pending the redemption.  The redemption date is scheduled to be August 27, 2017, with noteholders receiving redemption payments on August 28, 2017.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated July 28, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

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:	Senior Vice President, General Counsel and Corporate Secretary	Title:	Senior Vice President, General Counsel and Corporate Secretary

July 28, 2017

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated July 28, 2017.

EX-99.1

Exhibit 99.1

Windstream completes acquisition of Broadview Networks

Release date: July 28, 2017

LITTLE ROCK, Ark. - Windstream Holdings, Inc. (NASDAQ: WIN) announced today that it has completed its acquisition of Broadview Networks Holdings, Inc. Windstream announced the $227.5 million all-cash transaction on April 13, 2017.

“The addition of Broadview advances our strategy to differentiate ourselves by delivering a truly superior customer experience using disruptive technologies,” said Tony Thomas, president and chief executive officer of Windstream. “Broadview’s innovative, award-winning unified communications solution, OfficeSuite®, perfectly complements Windstream’s SD-WAN offering. Both are highly scalable, easy to customize and less expensive to deploy than traditional solutions. We will move quickly to sell the combined solution across our national footprint.”

Windstream also announced that Brian Crotty, chief operating officer of Broadview, has been named president of the mid-market and small business division.

“Brian has extensive experience successfully executing strategies to move business customers from legacy telecom services to higher margin cloud-based solutions. He is an effective leader and the right choice to drive this strategy at Windstream and lead this business unit, which will have annual revenues of approximately $1 billion,” Thomas said.

Other senior Broadview leaders joining Windstream are:

• Mario Deriggi, senior vice president of sales;

• Stephen Farkouh, senior vice president of cloud technology and platform development;

• Sanjay Patel, vice president of platform development; and

• Tim Bell, vice president of integration management and Broadview operations.

Windstream expects to realize approximately $30 million in annual operating synergies within two years. The transaction also will improve Windstream’s balance sheet by reducing leverage through the realization of synergies and will be accretive to free cash flow in the first year.

About Windstream

Windstream Holdings, Inc. (NASDAQ: WIN), a FORTUNE 500 company, is a leading provider of advanced network communications and technology solutions for consumers, businesses, enterprise organizations and wholesale customers across the U.S. Windstream offers bundled services, including broadband, security solutions, voice and digital TV to consumers. The company also provides data, cloud solutions, unified communications and managed services to small business and enterprise clients. The company supplies core transport solutions on a local and long-haul fiber network spanning approximately 150,000 miles. Additional information is available at windstream.com. Please visit our newsroom at news.windstream.com or follow us on Twitter at @Windstream.

Cautionary Statement Regarding Forward-Looking Statements

Windstream Holdings, Inc. claims the protection of the safe-harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "forecast" and other words and terms of similar meaning. Forward-looking statements are subject to risks and uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements.

Forward-looking statements include, but are not limited to, expectations regarding the overall business outlook and strategy of the combined company, including our strategy to differentiate our business and service offerings through disruptive, next generation technologies; expectations regarding sales opportunities for Broadview’s OfficeSuite®; statements regarding moving business customers to higher margin cloud-based solutions; revenue expectations for our consumer and small business segment for our competitive local exchange service area; and statements concerning the anticipated benefits of the transaction with Broadview, including future financial and operating results; benefits to free cash flow and net leverage, projected synergies in operating and capital expenditures and the timing of achieving those synergies, and overall benefits to our customers, along with expectations and intentions and other statements that are not historical facts. These statements are based on estimates, projections, beliefs, and assumptions that Windstream believes are reasonable but are not guarantees of future events, performance or results. Actual future events and results may differ materially from those expressed in these forward-looking statements as a result of a number of important factors.

Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties that the cost savings and anticipated synergies from the Broadview transaction may not be fully realized or may take longer to realize than expected; the risk that the businesses will not be integrated successfully; disruption from the merger and integration efforts making it more difficult to maintain relationships with customers, employees or suppliers; changes in our capital allocation strategy; the diversion of management and key personnel time on integration; further adverse changes in economic conditions in markets served by the combined company; the impact of new, emerging or competing technologies and our ability to utilize these technologies to provide services to our customers; general worldwide economic conditions and related uncertainties; and the effect of any changes in governmental regulations. Windstream does not undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

-end-

Media Contact:

David Avery, 501-748-5876

david.avery@windstream.com

Investor Contact:

Chris King, 704-319-1025

christopher.c.king@windstream.com