Current Report

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): November 30, 2011

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))

Introductory Note

On November 30, 2011, Windstream Corporation, a Delaware corporation (“Windstream”), completed its previously announced acquisition of PAETEC Holding Corp., a Delaware corporation (“PAETEC”). In the transaction, Peach Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Windstream (“Merger Sub”), merged with and into PAETEC (the “Merger”), which continued as the surviving corporation of the Merger and as a wholly-owned subsidiary of Windstream. The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of July 31, 2011, among PAETEC, Merger Sub and Windstream (the “Merger Agreement”), which was adopted by PAETEC’s stockholders at a special meeting held on October 27, 2011. Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, each issued and outstanding share of PAETEC common stock (except shares cancelled in accordance with the Merger Agreement) were converted into the right to receive 0.460 shares of common stock of Windstream. The Merger became effective at 11:59 p.m. (Eastern Time) on November 30, 2011, as set forth in the certificate of merger that was accepted for filing by the Secretary of State of the State of Delaware on such date.

Item 1.01 Entry into a Material Definitive Agreement.

The information provided in the Introductory Note to this report is incorporated herein by reference.

In connection with and upon the consummation of the Merger, Windstream executed a separate Guaranty, each dated as of December 1, 2011 (the “Parent Guaranties”), with respect to PAETEC’s 9.5% senior notes due 2015 (the “9.5% Senior Notes due 2015”), 8 7/8% senior secured notes due 2017 (the “8 7/8% Senior Secured Notes due 2017”), and 9 7/8% senior notes due 2018 (the “9 7/8% Senior Notes due 2018”), respectively. Pursuant to the Parent Guaranties, Windstream guaranteed the payment and performance of the notes and PAETEC’s other obligations under the indentures related thereto.

The 9.5% Senior Notes due 2015

At November 30, 2011, the aggregate principal amount outstanding with respect to the 9.5% Senior Notes due 2015 was approximately $300.0 million. The 9.5% Senior Notes due 2015 accrue interest at a rate of 9.5% per year. Interest is payable semi-annually in arrears on January 15 and July 15 of each year and commenced on January 15, 2008. The 9.5% Senior Notes due 2015 will mature on July 15, 2015.

The 8 7/8% Senior Secured Notes due 2017

At November 30, 2011, the aggregate principal amount outstanding with respect to the 8 7/8% Senior Secured Notes due 2017 was approximately $650.0 million. The 8 7/8% Senior Secured Notes due 2017 accrue interest at a rate of 8 7/8% per year. Interest is payable semi-annually in arrears on June 30 and December 31 of each year and commenced on December 31, 2009. The 8 7/8% Senior Secured Notes due 2017 will mature on June 30, 2017.

The 9 7/8% Senior Notes due 2018

At November 30, 2011, the aggregate principal amount outstanding with respect to the 9 7/8% Senior Notes due 2018 was approximately $450.0 million. The 9 7/8% Senior Notes due 2018 accrue interest at a rate of 9 7/8% per year. Interest is payable semi-annually in arrears on June 1 and December 1 of each year and commenced on June 1, 2011. The 9 7/8% Senior Notes due 2018 will mature on December 1, 2018.

The foregoing summary of the Parent Guaranties are not complete and are qualified in their entirety by reference to the Parent Guaranties, which are filed as Exhibits 4.1, 4.2 and 4.3 to this report and incorporated herein by reference.

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

The information provided in Item 1.01 to this report is incorporated herein by reference.

The trustee of or holders of at least 25% in aggregate principal amount of the outstanding 9.5% Senior Notes due 2015, 8 7/8% Senior Secured Notes due 2017, or the 9 7/8% Senior Notes due 2018, as applicable, may declare 100% of the principal of, premium, if any, and accrued and unpaid interest on such notes to be due and payable immediately if specified events of default occur and are continuing. Events of default include, with certain specified exceptions and qualifications, the following events: the failure to pay the principal of any note when due and payable at its stated maturity or upon acceleration, redemption or otherwise; the failure to make payment of interest on any note when due and payable; a default in the performance of or breaches of other provisions of the indenture governing the respective notes, under the notes, or, with respect to the 8 7/8% Senior Secured Notes due 2017, under any collateral agreement; a default on certain other outstanding indebtedness or a failure to discharge certain judgments; certain events of bankruptcy, insolvency or reorganization relating to PAETEC or any significant subsidiary; the failure of certain subsidiary guarantees to be in full force and effect or the denial by a subsidiary guarantor of its obligations under its guarantee; and, with respect to the 8 7/8% Senior Secured Notes due 2017, the failure of any agreement with respect to the assets securing such notes as collateral to cease to be in full force and effect with respect to a material portion of such collateral, or to cease to give the collateral agent for the benefit of the holders of the 8 7/8% Senior Secured Notes due 2017 the liens, rights, powers and privileges in any material portion of such collateral. Upon the occurrence of any of the foregoing events of bankruptcy, insolvency or reorganization, payment under either the 9.5% Senior Notes due 2015, 8 7/8% Senior Secured Notes due 2017, or the 9 7/8% Senior Notes due 2018 will become immediately due and payable without any act on the part of the trustee or any holder of such notes.

Item 8.01 Other Events.

The information provided in the Introductory Note to this report is incorporated herein by reference.

Item 9.01 Exhibits.

(d) Exhibits


Exhibit Number		Description

4.1		Guaranty, dated as of December 1, 2011, by Windstream Corporation in favor of The Bank of New York Mellon, as trustee under the Indenture, dated as of July 10, 2007, as amended and supplemented, regarding the 9.5% Senior Notes due 2015

4.2		Guaranty, dated as of December 1, 2011, by Windstream Corporation in favor of The Bank of New York Mellon, as trustee under the Indenture, dated as of June 29, 2009, as amended and supplemented, regarding the 8 7/8% Senior Secured Notes due 2017

4.3		Guaranty, dated as of December 1, 2011, by Windstream Corporation in favor of The Bank of New York Mellon as trustee under the Indenture, dated as of December 2, 2010, as amended and supplemented, regarding the 9 7/8% Senior Notes due 2018

SIGNATURE

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.


WINDSTREAM CORPORATION

By:		/s/ John P. Fletcher
Name:		John P. Fletcher
Title:		Executive Vice President and General Counsel

December 2, 2011

EXHIBIT INDEX


Exhibit Number		Description

4.1		Guaranty, dated as of December 1, 2011, by Windstream Corporation in favor of The Bank of New York Mellon, as trustee under the Indenture, dated as of July 10, 2007, as amended and supplemented, regarding the 9.5% Senior Notes due 2015

4.2		Guaranty, dated as of December 1, 2011, by Windstream Corporation in favor of The Bank of New York Mellon, as trustee under the Indenture, dated as of June 29, 2009, as amended and supplemented, regarding the 8 7/8% Senior Secured Notes due 2017

4.3		Guaranty, dated as of December 1, 2011, by Windstream Corporation in favor of The Bank of New York Mellon as trustee under the Indenture, dated as of December 2, 2010, as amended and supplemented, regarding the 9 7/8% Senior Notes due 2018

Exhibit 4.1

GUARANTY

This GUARANTY, dated as of December 1, 2011 (the “ Guaranty ”), is made by WINDSTREAM CORPORATION, a Delaware corporation (together with its successors and permitted assigns, the “ Guarantor ”), in favor of The Bank of New York Mellon (formerly The Bank of New York), acting in its capacity as trustee (the “ Trustee ”) under the Indenture, dated as of July 10, 2007, as amended and supplemented by the First Supplemental Indenture, dated as of September 25, 2007, the Second Supplemental Indenture, dated as of February 8, 2008, the Third Supplemental Indenture, dated as of December 18, 2009, the Fourth Supplemental Indenture, dated as of April 23, 2010, the Fifth Supplemental Indenture, dated as of June 22, 2010, the Sixth Supplemental Indenture, dated as of October 15, 2010, the Seventh Supplemental Indenture, dated as of December 6, 2010, the Eighth Supplemental Indenture, dated as of December 6, 2010, the Ninth Supplemental Indenture, dated as of May 5, 2011, the Tenth Supplemental Indenture, dated as of June 3, 2011, and the Eleventh Supplemental Indenture, dated as of August 16, 2011 (as so supplemented and amended and as further amended, modified or supplemented from time to time, the “ Indenture ”), by and among PAETEC Holding Corp. (the “ Issuer ”), the guarantors party thereto, and the Trustee, pursuant to which the Issuer has issued its 9.5% Senior Notes due 2015 in the aggregate principal amount of $300,000,000 (the “ Notes ”), and the registered holders (the “ Holders ”) of the Notes.

Pursuant to an Agreement and Plan of Merger dated as of July 31, 2011, by and among the Guarantor, the Issuer, and Peach Merger Sub, Inc., the Issuer was acquired, effective at 11:59 p.m., Eastern Time, on November 30, 2011, by the Guarantor by merging Peach Merger Sub, Inc. with and into the Issuer (the “ Merger ”), with the Issuer continuing as the surviving corporation. Upon completion of the Merger, the Issuer will become a wholly-owned subsidiary of the Guarantor, and the Guarantor is willing to execute and deliver this Guaranty in order to guarantee the payment and performance of the obligations of the Issuer under the Notes and the Indenture.

ARTICLE I

DEFINITIONS

SECTION 1.01. Indenture . Capitalized terms used in this Guaranty and not otherwise defined herein have the meanings specified in the Indenture.

SECTION 1.02. Other Defined Terms . As used in this Guaranty, the following terms have the meanings specified below:

“ Guarantor ” has the meaning assigned to such term in the preliminary statement of this Guaranty.

“ Guaranty Parties ” means, collectively, the Issuer and the Guarantor.

“ Holders ” has the meaning assigned to such term in the preliminary statement of this Guaranty.

“ Indenture ” has the meaning assigned to such term in the preliminary statement of this Guaranty.

“ Notes ” has the meaning assigned to such term in the preliminary statement of this Guaranty.

“ Issuer ” has the meaning assigned to such term in the preliminary statement of this Guaranty.

“ Obligations ” has the meaning set forth in Section 2.01.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or any agency or political subdivision thereof or other entity.

“ Trustee ” has the meaning assigned to such term in the preliminary statement of this Guaranty.

ARTICLE II

GUARANTY

SECTION 2.01. Guaranty . Subject to this Guaranty, the Guarantor hereby unconditionally guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer thereunder, that: (a) the principal of, premium, if any, and interest on the Notes, will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue premium, if any, and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee under the Notes or the Indenture will be promptly paid in full or performed, all in accordance with the terms thereof (collectively, the “ Obligations ”); and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay such amount immediately.

SECTION 2.02. Guaranty of Payment . The Guarantor agrees that its guarantee hereunder constitutes a guarantee of payment and not a guarantee of collection.

SECTION 2.03. Unconditional Obligations . The obligations of the Guarantor hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the Notes or the Indenture, any waiver or consent by any Holder of the Notes with respect to the provisions of the Notes or the Indenture, the recovery of any judgment against the Issuer, any action to enforce the Notes or the Indenture or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guaranty shall not be discharged except by complete performance of the Obligations contained in the Notes and the Indenture.

SECTION 2.04. Reinstatement . If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor, any amount paid either to the Trustee or such Holder, this Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect.

SECTION 2.05. No Subrogation; Acceleration . The Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. The Guarantor further agrees that, as between the Holders and the Trustee, (a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Six of the Indenture for the purposes of this Guaranty, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Obligations provided in Article Six of the Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Guaranty.

SECTION 2.06. Limitation on Guarantor Liability . The Guarantor confirms that it is the Guarantor’s intention that this Guaranty does not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to this Guaranty. To effectuate the foregoing intention, it is hereby agreed that the obligations of the Guarantor under this Guaranty shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, result in the obligations of such Guarantor under this Guaranty to not constitute a fraudulent transfer or conveyance.

ARTICLE III

INDEMNITY, SUBROGATION AND SUBORDINATION

SECTION 3.01. Indemnity and Subrogation . In addition to all such rights of indemnity and subrogation as the Guarantor may have under applicable law (but subject to Section 3.02 ), the Issuer agrees that in the event a payment of an Obligation shall be made by the Guarantor under this Guaranty, the Issuer shall indemnify the Guarantor for the full amount of such payment and the Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.

payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of the Guarantor with respect to its obligations hereunder, and the Guarantor shall remain liable for the full amount of the obligations of the Guarantor hereunder.

ARTICLE IV

MISCELLANEOUS

SECTION 4.01. Notices . All communications and notices hereunder shall be in writing and given as provided in the Indenture. All communications and notices hereunder to the Guarantor shall be given to it in care of the Issuer as provided in the Indenture.

SECTION 4.02. Waivers; Amendment . (a) No failure or delay by the Trustee or any Holder in exercising any right or power hereunder or under the Indenture or the Notes shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Trustee and the Holders hereunder and under the Indenture or the Notes are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Guaranty or consent to any departure by the Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02 , and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Guaranty Party in any case shall entitle any Guaranty Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Guaranty nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Trustee and the Guaranty Party or Guaranty Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with the Indenture.

SECTION 4.03. Successors and Assigns . Whenever in this Guaranty any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantor that are contained in this Guaranty shall bind and inure to the benefit of its successors and assigns. This Guaranty shall inure to the benefit of the Trustee and its successors and assigns.

SECTION 4.04. Counterparts; Several Agreement . This Guaranty may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Guaranty by facsimile transmission or other electronic communication shall be as effective as delivery of a manually signed counterpart of this Guaranty.

SECTION 4.05. Severability . Any provision of this Guaranty held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 4.06. Governing Law . This Guaranty shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 4.07. Headings . Article and Section headings used herein are for convenience of reference only, are not part of this Guaranty and are not to affect the construction of, or to be taken into consideration in interpreting, this Guaranty.

SECTION 4.08. Termination or Release . (a) This Guaranty and the guarantee made herein shall terminate with respect to all Obligations under the Indenture and Notes when the Issuer exercises its legal defeasance option or covenant defeasance option pursuant to Sections 8.02 and 8.03 of the Indenture; upon satisfaction and discharge of the Indenture; or upon payment in full of the principal of, premium, if any, and interest on the Notes and all other Obligations of the Issuer, the Guarantor and any other guarantor that are then due and payable.

(b) In the event of a sale or other disposition of all or substantially all of the assets of the Issuer, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of the Issuer, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary or a parent of the Guarantor, then, unless otherwise expressly agreed to in writing by the Guarantor, the Guarantor shall automatically be released and relieved of all obligations under this Guaranty.

IN WITNESS WHEREOF, the parties hereto have duly executed this Guaranty as of the day and year first above written.


WINDSTREAM CORPORATION

By:		/s/ Robert G. Clancy, Jr.
		Name: Robert G. Clancy, Jr.
		Title: Senior Vice President and Treasurer

[2015 Notes Guaranty]

IN WITNESS WHEREOF, for the purposes of Section 3.01 and 4.02 only, the Issuer has executed this Guaranty as of the date first written above.


PAETEC HOLDING CORP.

By:		/s/ Robert G. Clancy, Jr.
		Name: Robert G. Clancy, Jr.
		Title: Senior Vice President and Treasurer

[2015 Notes Guaranty]

Exhibit 4.2

GUARANTY

This GUARANTY, dated as of December 1, 2011 (the “ Guaranty ”), is made by WINDSTREAM CORPORATION, a Delaware corporation (together with its successors and permitted assigns, the “ Guarantor ”), in favor of The Bank of New York Mellon, acting in its capacity as trustee (the “ Trustee ”) under the Indenture, dated as of June 29, 2009, as amended and supplemented by the First Supplemental Indenture, dated as of January 12, 2010, the Second Supplemental Indenture, dated as of March 5, 2010, the Third Supplemental indenture, dated as of April 23, 2010, the Fourth Supplemental Indenture, dated as of June 22, 2010, the Fifth Supplemental Indenture, dated as of October 15, 2010, the Sixth Supplemental Indenture, dated as of December 6, 2010, the Seventh Supplemental Indenture, dated as of December 6, 2010, the Eighth Supplemental Indenture, dated as of May 5, 2011, the Ninth Supplemental Indenture, dated as of June 3, 2011 and the Tenth Supplemental Indenture, dated as of August 16, 2011 (as so amended and supplemented and as further amended, modified or supplemented from time to time, the “ Indenture ”), by and among PAETEC Holding Corp. (the “ Issuer ”), the guarantors party thereto, and the Trustee, pursuant to which the Issuer has issued its 8 ⁷ / 8 Senior Secured Notes due 2017 in the aggregate principal amount of $650,000,000 (the “ Notes ”), and the registered holders (the “ Holders ”) of the Notes.