Obligation WindstreamX 6.375% ( US97381WAZ77 ) en USD

WindstreamX

100 % ▲

Etats-unis

US97381WAZ77 ( en USD )

6.375% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

31/07/2023 - Obligation échue

Prospectus brochure de l'obligation Windstream US97381WAZ77 en USD 6.375%, échue

2 000 USD

464 979 000 USD

97381WAZ7

N/A

Windstream Holdings, Inc. est une société de télécommunications américaine offrant des services de communication intégrés aux entreprises et aux consommateurs, notamment des services de données fixes, de voix sur IP et de connectivité haut débit.

L'Obligation émise par WindstreamX ( Etats-unis ) , en USD, avec le code ISIN US97381WAZ77, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2023

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-186813

Offer to Exchange
$700,000,000 aggregate principal amount of 6.375% Senior Notes due 2023
for
$700,000,000 aggregate principal amount of 6.375% Senior Notes due 2023
that have been registered under the Securities Act of 1933, as amended
The exchange offer will expire at 5:00 p.m.,
New York City time, on April 16, 2013, unless earlier terminated or extended.
Windstream Corporation hereby offers, upon the terms and subject to the conditions set forth in this prospectus (which constitute the "exchange offer"), to
exchange up to $700,000,000 aggregate principal amount of its registered 6.375% Senior Notes due 2023, which it refers to as the "exchange notes," for a like principal
amount of its outstanding 6.375% Senior Notes due 2023, which it refers to as the "original notes." The term "note" or "notes" in this prospectus refer collectively to
the original notes and the exchange notes. The "original notes" consist of $700,000,000 aggregate principal amount of 6.375% Senior Notes due 2023 issued on
January 23, 2013. The terms of the exchange offer are summarized below and are more fully described in this prospectus.
The terms of the exchange notes are substantially identical to the terms of the original notes in all material respects, except that the exchange notes are registered
under the Securities Act of 1933, as amended, or the Securities Act, and the transfer restrictions, registration rights and additional interest provisions applicable to the
original notes do not apply to the exchange notes.
Windstream Corporation will accept for exchange any and all original notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on
April 16, 2013, unless earlier terminated or extended.
You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.
Neither Windstream Corporation nor any of the subsidiary guarantors will receive any proceeds from the exchange offer.
The exchange of original notes for exchange notes generally will not be a taxable event for U.S. federal income tax purposes.
The exchange notes will be fully and unconditionally guaranteed on a senior basis by the subsidiaries of Windstream Corporation that currently guarantee
Windstream's senior secured credit facilities.
Windstream Corporation does not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation
system.
You should consider carefully the "Risk Factors" beginning on page 10 of this prospectus before participating in the
exchange offer.
We are making the exchange offer described in this prospectus in reliance on the position of the staff of the Securities and Exchange Commission set forth in the
Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991), Shearman & Sterling, SEC
no-action letter (July 2, 1993), and similar no action letters issued to third parties.
Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with
any resale of those exchange notes. By so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received
in exchange for original notes where the original notes were acquired by the broker-dealer as a result of market-making activities or other trading activities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be
distributed in the exchange offer or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is March 13, 2013.
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TABLE OF CONTENTS

Notice to New Hampshire Residents

ii
Prospectus Summary

1
Summary of the Exchange Offer

3
Summary of the Terms of the Exchange Notes

7
Risk Factors

10
Forward-Looking Statements

16
Use of Proceeds

18
Ratio of Earnings to Fixed Charges of Windstream

19
Selected Historical Consolidated Financial Data of Windstream

20
Description of Other Indebtedness

22
The Exchange Offer

32
Description of the Exchange Notes

39
Certain Material United States Federal Income Tax Consequences

83
Plan of Distribution

87
Legal Matters

88
Experts

88
Where You Can Find More Information

88
The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date
applies. No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this
prospectus in connection with the offer contained herein and, if given or made, such information or representations must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has been
no change in our affairs or that of our subsidiaries since the date hereof.
This prospectus incorporates important business and financial information about Windstream Corporation and the guarantors that is not included in or
delivered with this prospectus. Windstream Corporation will provide without charge to each person, including any beneficial owner, to whom a copy of this
prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the information incorporated by reference in this prospectus,
other than exhibits to such information (unless such exhibits are specifically incorporated by reference into the information that this prospectus incorporates).
Requests for such copies should be directed to Windstream Corporation, 4001 Rodney Parham Road, Little Rock, Arkansas 72212-2442, attention John P.
Fletcher, Esq. To obtain timely delivery, you must request the information no later than five business days before April 16, 2013, the expiration date of the
exchange offer.
The notes initially will be represented by permanent global certificates in fully registered form without coupons and will be deposited with a custodian for, and
registered in the name of, a nominee of The Depository Trust Company, New York, New York, or DTC, as depositary.

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NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER
421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED, WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
INDUSTRY AND MARKET DATA
We obtained the market and competitive position data used throughout this prospectus from our own research, surveys or studies conducted by third parties and
industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but do not
guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently
verified such data and we make no representation as to the accuracy of such information. Similarly, we believe our internal research is reliable, but it has not been
verified by any independent sources.

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PROSPECTUS SUMMARY
Except as otherwise indicated, in this prospectus, "Windstream," "the Company," "we," "us" and "our" refer to Windstream Corporation and its
consolidated subsidiaries. This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference into this
prospectus. This summary may not contain all of the information that you should consider before exchanging any of the notes. You should read the entire
prospectus carefully, including the section entitled "Risk Factors" in this prospectus and in our Annual Report on Form 10-K for the year ended
December 31, 2012, which is incorporated herein by reference, before making a decision to exchange the notes.
Business Overview
We are a leading provider of advanced communications and technology solutions, including cloud computing and managed services, to businesses
nationwide. In addition to business services, we offer broadband, voice and video services to consumers in primarily rural markets. We operate in 48 states and
the District of Columbia, a local and long-haul fiber network spanning approximately 115,000 miles, a robust business sales division and 23 data centers offering
managed services and cloud computing.
For a further discussion of our business, we urge you to read our Annual Report on Form 10-K for the year ended December 31, 2012, incorporated by
reference herein. See "Where You Can Find More Information."
Recent Developments
Pension Charge in Fourth Quarter of 2012
On January 28, 2013, we announced that we expected to incur a pre-tax, non-cash charge of approximately $70 million during the fourth quarter of 2012
related to our pension plan. The charge is due to a decrease in the plan discount rate from 4.64 percent to 3.85 percent, offset by higher than expected returns on
plan assets. There is no change in our previously stated pension contribution expectation of $20 million for 2013. Our actual charge during the fourth quarter of
2012 was $67.4 million.
Tender Offer for PAETEC 8.875% Notes due 2017
On January 8, 2013, we announced a tender offer to purchase for cash any and all of the outstanding $650.0 million aggregate principal amount of PAETEC
2017 Notes. As of February 6, 2013, approximately $588.5 million outstanding of the PAETEC 2017 Notes had been tendered. We paid consideration of $1,050
per 1,000 aggregate principal amount plus accrued and unpaid interest from the last interest payment date to, but not including, the final settlement date. Following
the completion of the tender offer, approximately $ 61.5 million aggregate principal amount of PAETEC 2017 Notes remained outstanding. As of February 25,
2013, all of the remaining outstanding PAETEC 2017 Notes had been redeemed for consideration equal to 100% of the principal amount thereof plus an
"applicable premium" in accordance with the terms of the Indenture, plus accrued and unpaid interest to, but excluding, the date of redemption.
New Term Loans
On January 23, 2013, we amended and restated our senior secured credit facilities (the "Refinancing Amendment"). The Refinancing Amendment provided
for the incurrence of $1,345.0 million of Tranche B-4 term loans due January 23, 2020 (the "Tranche B-4 Terms Loans"), the proceeds of which were used to
repay the Tranche A-2 Term Loans and Tranche B-1 Term Loans due in July 2013 and the Tranche B-2 Term Loans due in December 2015.

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Impact of American Taxpayer Relief Act of 2012
On January 7, 2013, we updated our cash tax guidance to reflect the extension of bonus depreciation by the American Taxpayer Relief Act of 2012 and other
changes in our cash tax assumptions. On May 10, 2012, we had estimated that our 2013 cash tax obligations would be approximately $250.0 million. We currently
expect that our 2013 cash tax obligations will be in the range of $37.0 million to $42.0 million.
Additional Information
Our principal executive offices are located at 4001 Rodney Parham Road, Little Rock, Arkansas 72212-2442. Our telephone number is (501) 748-7000.
Our internet address is windstream.com. Information on, or accessible through, our website is not part of or incorporated by reference into this prospectus.

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SUMMARY OF THE EXCHANGE OFFER
On January 23, 2013, we completed the private placement of $700,000,000 aggregate principal amount of the original notes. As part of this offering, we
entered into a registration rights agreement with the initial purchasers of the original notes, dated as January 23, 2013, referred to herein as the registration
rights agreement, in which we agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the original notes. Below is
a summary of the exchange offer.

Notes Offered
Up to $700,000,000 aggregate principal amount of 6.375% Senior Notes due 2023, which have been
registered under the Securities Act. The form and terms of these exchange notes are identical in all
material respects to those of the original notes except that the exchange notes are registered under the
Securities Act and the transfer restrictions, registration rights and additional interest provisions
applicable to the original notes do not apply to the exchange notes.

The Exchange Offer
We are offering to exchange up to $700,000,000 principal amount of our 6.375% Senior Notes due
2023 that have been registered under the Securities Act for a like principal amount of the original
notes outstanding. You may only exchange outstanding notes in denominations of $2,000 and higher
integral multiples of $1,000. We will issue exchange notes as soon as practicable after the expiration
of the exchange offer.

In order to be exchanged, an original note must be properly tendered and accepted. All original notes
that are validly tendered and not withdrawn prior to 5:00 p.m. New York City time on the expiration

date will be exchanged. As of the date of this prospectus, there are $700,000,000 aggregate principal
amount of original notes outstanding.

The $700,000,000 aggregate principal amount of the original notes were offered under the Indenture.

Expiration Date; Tenders
The exchange offer will expire at 5:00 p.m., New York City time, on April 16, 2013, unless we
earlier terminate or extend the exchange offer in our sole discretion. By tendering your original
notes, you represent that:

· you are neither Windstream's "affiliate" (as defined in Rule 405 under the Securities Act)

nor a broker-dealer tendering notes acquired directly from us for our own account;

· any exchange notes you receive in the exchange offer are being acquired by you in the

ordinary course of business;

· at the time of commencement of the exchange offer, neither you nor, to your knowledge,
anyone receiving exchange notes from you, has any arrangement or understanding with any

person to participate in the distribution, as defined in the Securities Act, of the original notes
or the exchange notes in violation of the Securities Act;

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· if you are not a participating broker-dealer, you are not engaged in, and do not intend to

engage in, the distribution, as defined in the Securities Act, of the original notes or the
exchange notes; and

· if you are a broker-dealer, you will receive the exchange notes for your own account in
exchange for the original notes that you acquired as a result of your market-making or other
trading activities and you will deliver a prospectus in connection with any resale of the

exchange notes that you receive. For further information regarding resales of the exchange
notes by participating broker-dealers, see the discussion under the caption "Plan of
Distribution."

Accrued Interest
The exchange notes will bear interest from the most recent date to which interest has been paid on
the original notes, or if no such interest has been paid, from January 23, 2013. If your original notes
are accepted for exchange, you will receive interest on the exchange notes and not on the original
notes. Any original notes not tendered will remain outstanding and continue to accrue interest
according to their terms.

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions. We may assert or waive these conditions in
our sole discretion. See "The Exchange Offer--Conditions to the Exchange Offer" for more
information regarding conditions to the exchange offer.

Procedures for Tendering Original Notes
A tendering holder must, on or prior to the expiration date, transmit an agent's message to the
exchange agent at the address listed in this prospectus. See "The Exchange Offer--Procedures for
Tendering."

Special Procedures for Beneficial Holders
If you are a beneficial holder of original notes that are registered in the name of your broker, dealer,
commercial bank, trust company or other nominee, and you wish to tender in the exchange offer, you
should promptly contact the person in whose name your original notes are registered and instruct that
person to tender on your behalf. See "The Exchange Offer--Procedures for Tendering."

Withdrawal Rights
Tenders may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date.

Acceptance of Original Notes and Delivery of Exchange
Subject to the conditions stated in the section "The Exchange Offer--Conditions to the Exchange
Notes
Offer" of this prospectus, we will accept for exchange any and all original notes which are properly
tendered in the exchange offer before 5:00 p.m., New York City time, on the expiration date. The
exchange notes will be delivered as soon as practicable after the expiration date. See "The Exchange
Offer--Terms of the Exchange Offer."

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Regulatory Approvals
Other than the federal securities laws, there are no federal or state regulatory requirements that we
must comply with and there are no approvals that we must obtain in connection with the exchange
offer.

Appraisal Rights
Holders of original notes do not have dissenters' rights or appraisal rights in connection with the
exchange offer. See "The Exchange Offer--Appraisal Rights" on page 37.

Material U.S. Federal Tax Consequences
Your exchange of original notes for exchange notes pursuant to the exchange offer generally will not
be a taxable event for U.S. federal income tax purposes. See "Certain Material United States Federal
Income Tax Consequences" beginning on page 83.

Exchange Agent
U.S. National Bank Association is serving as exchange agent in connection with the exchange offer.
The address and telephone number of the exchange agent are listed under the heading "The Exchange
Offer--Exchange Agent."

Use of Proceeds
We will not receive any proceeds from the issuance of exchange notes in the exchange offer. We have
agreed to pay all expenses incidental to the exchange offer other than commissions and concessions
of any broker or dealer and certain transfer taxes and will indemnify holders of the notes, including
any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

Resales
Based on interpretations by the staff of the Securities and Exchange Commission, or the SEC, as
detailed in a series of no-action letters issued to third parties, we believe that the exchange notes
issued in the exchange offer may be offered for resale, resold or otherwise transferred by you
without compliance with the registration and prospectus delivery requirements of the Securities Act
as long as:

· you are acquiring the exchange notes in the ordinary course of your business;

· you are not participating, do not intend to participate and have no arrangement or

understanding with any person to participate, in a distribution of the exchange notes; and

· you are neither an affiliate of Windstream nor a broker-dealer tendering notes acquired

directly from us for your own account.

If you are an affiliate of Windstream, are engaged in or intend to engage in or have any arrangement

or understanding with any person to participate in the distribution of the exchange notes:

· you cannot rely on the applicable interpretations of the staff of the SEC;

· you will not be able to tender your original notes in the exchange offer; and

· you must comply with the registration and prospectus delivery requirements of the Securities

Act in connection with any sale or transfer of the notes unless such sale or transfer is made
pursuant to an exemption from such requirements.

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Each broker or dealer that receives exchange notes for its own account in exchange for original notes
that were acquired as a result of market-making or other trading activities must acknowledge that it
will comply with the registration and prospectus delivery requirements of the Securities Act in

connection with any offer to resell, resale, or other transfer of the exchange notes issued in the
exchange offer, including the delivery of a prospectus that contains information with respect to any
selling holder required by the Securities Act in connection with any resale of the exchange notes.

Furthermore, any broker-dealer that acquired any of its original notes directly from Windstream:

· may not rely on the applicable interpretation of the staff of the SEC's position contained in
Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley &

Co. Inc., SEC no-action letter (June 5, 1991), and Shearman & Sterling, SEC no-action letter
(July 2, 1993); and

· must also be named as a selling holder in connection with the registration and prospectus

delivery requirements of the Securities Act relating to any resale transaction.

As a condition to participation in the exchange offer, each holder will be required to represent that it

is not Windstream's affiliate or a broker-dealer that acquired the original notes directly from
Windstream.

Consequences of Not Exchanging Original Notes
Original notes that are not tendered, or that are tendered but not accepted, will be subject to their
existing transfer restrictions. We will have no further obligation, except under limited circumstances,
to provide for registration under the Securities Act of the original notes. See "The Exchange Offer--
Consequences of Exchanging or Failing to Exchange the Original Notes."

Risk Factors
See "Risk Factors" and the other information in this prospectus for a discussion of factors you should
carefully consider before deciding to exchange the notes.

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SUMMARY OF THE TERMS OF THE EXCHANGE NOTES
The following is a summary of the terms of the exchange notes. The form and terms of these exchange notes are identical in all material respects to
those of the original notes except that the exchange notes are registered under the Securities Act and the transfer restrictions, registration rights and
additional interest provisions applicable to the original notes do not apply to the exchange notes. The exchange notes will evidence the same aggregate debt
as the original notes and will be governed by the same indenture. When we refer to the terms of "note" or "notes" in this prospectus, we are referring
collectively to the original notes and the exchange notes. For a more complete description of the terms of the exchange notes, see "Description of the
Exchange Notes" in this prospectus.

Issuer
Windstream Corporation, a Delaware corporation.

Notes Offered
$700,000,000 aggregate principal amount of 6.375% Senior Notes due 2023.

Maturity Date
The notes will mature on August 1, 2023.

Interest Payment Dates
Interest on the notes will be paid semiannually on each February 1 and August 1, beginning on
August 1, 2013. Interest will accrue from January 23, 2013.

Guarantees
Each of our domestic subsidiaries that guarantee our senior secured credit facilities or that guarantee
other debt in the future will guarantee the notes on a senior basis.

Ranking
The notes will be our general unsecured unsubordinated obligations. Accordingly, they will rank:

· equally with all of our existing and future unsecured unsubordinated debt;

· effectively subordinated to our existing and future secured debt to the extent of the assets

securing such debt, including all borrowings under our senior secured credit facilities and
certain of our existing notes;

· senior in right of payment to any of our future subordinated debt; and

· structurally subordinated to all of the liabilities of our non-guarantor subsidiaries, including

trade payables.

The guarantees will be general unsecured, unsubordinated obligations of the guarantors.

Accordingly, they will rank:

· equally with all of the guarantors' existing and future unsecured unsubordinated debt;

· effectively subordinated to the guarantors' existing and future secured debt to the extent of

the assets securing such debt, including the guarantees by the guarantors of obligations under
our secured credit facilities and certain of our existing notes; and

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