Windstream Holdings Inc. (fka WINMQ)

[ilovetolose1]

https://investor.windstream.com/financials/sec-filings/sec-filings-details/default.aspx?FilingId=17707740

lookup keywords “Old Holdings” - lmk what you think when you can!

[ilovetolose1]

Pending Settlement of Bankruptcy-Related Litigation — On May 6, 2024, the parties to the class action lawsuit previously discussed in Note 16 agreed to a settlement that remains subject to federal court approval in Arkansas. The parties are preparing the appropriate pleadings to submit to the court for review and approval of the settlement that will be applicable to the shareholder class. Windstream’s directors’ and officers’ insurance carriers are providing full coverage for the settlement, if approved, as the Company has paid all applicable deductibles.
Key elements of the settlement include:
• Lead Plaintiff concedes that none of the defendants are making any concession of liability or wrongdoing, and the defendants concede that Lead Plaintiff makes no concession regarding lack of merit.
• The parties agree that the settlement releases any and all shareholder claims against the Company and the defendants, and the claims are fully discharged.
• Upon approval by the court, the Company, in conjunction with its insurance carriers, will place in escrow the settlement amount of $85 million for distribution to class members.
• A Claims Administrator will be appointed by the court and, under supervision of the Court, shall provide notice of the settlement to class members and oversee the distribution of the settlement fund.
There is a trial date in the federal case in November 2024 that has been stayed in light of the pending settlement. Court approval of the settlement by the presiding federal judge will bar class members, including the plaintiff in the state case, from commencing or prosecuting any of the released claims against the defendants. Thus, the Company will seek dismissal of the state court case at the appropriate time.
As a result, the Company will record a liability for the agreed upon settlement amount of $85.0 million and a loss recovery insurance receivable of $85.0 million for insurance proceeds deemed probable of recovery in its consolidated balance sheet as of March 31, 2024.

[ilovetolose1]

Windstream Holdings, LLC (“Old Holdings”), its current and former directors, and certain of its executive officers are the subject of two shareholder-related lawsuits arising out of the merger with EarthLink Holdings Corp. in February 2017 pending in federal court in Arkansas and state court in Georgia. The pending complaints contain similar assertions and claims of alleged securities law violations and breaches of fiduciary duties related to the disclosures in the joint proxy statement/prospectus soliciting shareholder approval of the merger, which the plaintiffs allege were inadequate and misleading.
In June 2023, the court denied Windstream’s long-standing motion to dismiss the claims, after holding oral arguments in August 2019 and after Windstream renewed its motion to dismiss in July 2021 in response to the plaintiffs amending the complaint. There is a trial date in the federal case set for November 2024, and discovery is proceeding. The state court case was stayed in 2019, and remains stayed. Oral arguments were held on February 15, 2024 regarding certification of the class, and a ruling is anticipated in the near future.
The federal plaintiffs’ proof of claim was resolved on the bankruptcy docket in September 2021. Pursuant to the Company’s Plan of Reorganization, plaintiffs are limited to a recovery to the extent of any available insurance proceeds. The state plaintiff failed to submit a proof of claim and in light of the Company’s emergence from bankruptcy, Windstream believes the state case should be discharged, but the plaintiff is challenging the discharge. To the extent the state court case proceeds, applicable law provide that the plaintiff’s recovery is limited to available insurance proceeds.
Management believes that the Company has valid defenses for each of the lawsuits and plans to vigorously defend the pursuit of all matters. While the ultimate resolution of the matters is not currently predictable, if there is an adverse ruling in any of these matters, the ruling could constitute a material adverse outcome on the future consolidated results of operations, cash flows, or financial condition of the Company.

[ilovetolose1]

https://talkbusiness.net/2024/05/windstream-uniti-reunite-in-134-billion-merger/

[ilovetolose1]

my thoughts exactly!

[newflow]

Read Page 4
https://www.supremecourt.gov/DocketPDF/22/22-926/257171/20230315173800536_Petition%20for%20Writ.pdf

[ilovetolose1]

https://www.supremecourt.gov/docket/docketfiles/html/public/22-926.html

[ilovetolose1]

What are your thoughts on this!?

https://www.supremecourt.gov/docket/docketfiles/html/public/22-926.html

[ilovetolose1]

https://www.supremecourt.gov/docket/docketfiles/html/public/22-926.html

[sharing4u]

Newflow,

Any possibility of distribution to former equity beneficiaries ?

[newflow]

Final Decree Closing CH11
http://www.kccllc.net/windstream/document/1922397220921000000000001

[Scotttrader80]

Who got all of Windstinks equipment/towers

[Scotttrader80]

Whats the latest on ding dong Nielsen, Orange jumpsuit yet?

[rokkdatstock]

Multiple boards with multiple failures like WINMQ

[Toofast520]

It’s funny how Jason Nielsen had a part in this ticker as well. Essentially, any ticker that he or Stock Detective commented on are trash. Hopefully bubba will show them a thing or two at their new home!

[rokkdatstock]

2021, the year WINMQ couldn't trade a share of stock. The many who believed were wrong and led many to lose a lot of money. Congratulations!

[rokkdatstock]

Hey WINMQ people!! Anyone buying shares lately?

[Wildcat 5555785]

newflow: what are your current/updated thoughts regarding winmq? Thx

[newflow]

yeah its a smooth ride until they hit a bump and depends on how big that bump would be,out of pocket would be good.tony is celebrating already and paul singer too.

[nsomniyak]

Because it Looks good but doesn’t cost them anything.

[newflow]

Reorg BOD composed with equity interests too, why?. We might end up with new stock?.

It is
my understanding that the selection process and composition of the Reorganized Windstream
Board accords with applicable state law, the Bankruptcy Code, the interests of creditors and
equity security holders, and public policy. Accordingly, I believe the Plan satisfies the
requirements of section 1123(a)(7) of the Bankruptcy Code.

Page 8/20
http://www.kccllc.net/windstream/document/1922312200621000000000003

[newflow]

1123(a)(7) of the Bankruptcy Code - Accordingly, I(CEO) believe the Plan satisfies the
requirements of section 1123(a)(7) of the Bankruptcy Code

1123(a)(7) of the Bankruptcy Code
(7)contain only provisions that are consistent with the interests of creditors and equity security holders and with public policy with respect to the manner of selection of any officer, director, or trustee under the plan and any successor to such officer, director, or trustee

[newflow]

IMO we will know in couple of months as the company gets the approval from FCC and distribute the reorg shares to Elliot and others.As the final decree is approved by court, i guess claims are already addressed.

[Wildcat 5555785]

newflow: can you provide your best guess regarding timing for this entire process to play out with Windstream (before we know for sure if we get recovery and how much / what form it is in)? I apologize if you’ve already provided this expected timing. Thank you!!!!!

[newflow]

You are welcome.

[ilovetolose1]

Thank you newflow (as always) for your diligent research and knowledge!

[newflow]

II. DESCRIPTION OF THE TRANSACTION
See Section I.E. of Attachment 1, “Description of Proposed Transaction and Public
Interest Statement.” As described therein, the Applicants seek FCC permission to accomplish
this transaction in two steps, allowing the Windstream Companies to emerge more quickly from
bankruptcy protection at Step One, and deferring consideration of the proposed final ownership
structure to Step Two.

Page 2/63
https://ecfsapi.fcc.gov/file/1052134857662/Consolidated%20Section%20214%20Application%20Narrative%20-%20Domestic%20(5-21-2020).pdf

[newflow]

Deferred Consideration is the payment that is to be paid by the buyer after a pre-defined time period. Contingent Deferred Consideration is the payment that is to be paid by the buyer ONLY if some events, which are specified in the contract occur within a pre-defined time period.

[newflow]

Final decree closing case.Entering step 2.

http://www.kccllc.net/windstream/document/1922312201023000000000002

Never seen a case close so fast.Now reorg debtor might issue stock and subscription rights, and windstream holdings inc stay as an admin to estates starting liquidation and dissolution imo.

[ilovetolose1]

rokkdatstock Can answer any questions you have re: fka winmq!

[Jake P]

Yes... but why male models?

In all seriousness though, what is the purpose of this document and why did I receive it.

The extent of my knowledge of finance and stocks is from r/wallstreetbets...

[ilovetolose1]

Looks like you have the just of it. Therefore your first born should take your name + JR.

[Jake P]

Can anyone explain to me what the document I just received is? The document titled "NOTICE OF (I) ENTRY OF CONFIRMATION ORDER, (II) OCCURRENCE OF EFFECTIVE DATE, AND (III) RELATED BAR DATES"

Could someone please explain what the purpose of this document is? Forgive me but I am ignorant...

I would be eternally grateful and maybe name my first born after you.

[newflow]

MXIMIZED VALUE FOR ALL STAKEHOLDERS - BOD & CEO STEADFASTLY

"Windstream’s directors and officers steadfastly maintained their duties to maximize value for the
benefit of all stakeholders"

[ilovetolose1]

We already got our 0 (good for taxes) next comes the money!
Why are they not publishing the transcript until after December???

[rokkdatstock]

Won’t happen. Commons get 0 as advertised winmq

[Wildcat 5555785]

Thx! Yes, I realize that Judge Drain hasn’t ruled on the Charter damages yet. My point is, why hasn’t he ruled on this yet???? He has had more than enough time to do so. Assuming that your theory that WINMQ will be allowed to “gather the scraps”, I’m thinking that Judge Drain is holding out the Charter damages in order to allow some prime filets and porterhouses to be included amongst these scraps for us.

[newflow]

They requested to suspend their reporting obligations,non-debtor assets could be sold or merged after all disputed claims are addressed.Obviously takes time.

[newflow]

Debtor Release - SECTION 1123(B) OF THE BANKRUPTCY CODE

PURSUANT TO SECTION 1123(B) OF THE BANKRUPTCY CODE, FOR GOOD AND
VALUABLE CONSIDERATION, ON AND AFTER THE EFFECTIVE DATE, EACH RELEASED PARTY
IS DEEMED RELEASED AND DISCHARGED BY THE DEBTORS,....

Plan page 51/135

SECTION 1123(B) OF THE BANKRUPTCY CODE
https://www.law.cornell.edu/uscode/text/11/1123
(b)Subject to subsection (a) of this section, a plan may—
(1)impair or leave unimpaired any class of claims, secured or unsecured, or of interests;
(2)subject to section 365 of this title, provide for the assumption, rejection, or assignment of any executory contract or unexpired lease of the debtor not previously rejected under such section;
(3)provide for—
(A)the settlement or adjustment of any claim or interest belonging to the debtor or to the estate; or
(B)the retention and enforcement by the debtor, by the trustee, or by a representative of the estate appointed for such purpose, of any such claim or interest;
(4)provide for the sale of all or substantially all of the property of the estate, and the distribution of the proceeds of such sale among holders of claims or interests;
(5)modify the rights of holders of secured claims, other than a claim secured only by a security interest in real property that is the debtor’s principal residence, or of holders of unsecured claims, or leave unaffected the rights of holders of any class of claims; and
(6)include any other appropriate provision not inconsistent with the applicable provisions of this title.

IMO - Debtors can be discharged for a good and valuable consideration to claims or interests.

Debtors are going to be liquidated and dissolved out of bankruptcy and distribute the remaining assets to claims or equity as suggested in point #4 above.
AJMO.

[ilovetolose1]

So they went “dark” until all of the accounting is finalized?
Looks like this won’t settle till late Jan 2021 imo

[newflow]

CAN THEY CANCEL THE SHARES TWICE - READ THIS CAREFULLY
Page 16
http://www.kccllc.net/windstream/document/1922312200918000000000001
As promptly as possible following the Distribution, Windstream Holdings and
Windstream Services complete any necessary wind-down activities (which may
include certain actions with respect to assets transferred to Windstream Holdings II
that are ministerial in nature, receiving and sending cash disbursements owed to
Windstream Holdings II or Windstream Services II, making cash disbursements on
behalf of Windstream Holdings II or Windstream Services II while bank accounts are
transferred, transferring payroll functions, and other activities of such nature). Once
such activities are complete, any remaining assets held by Windstream Holdings and
Windstream Services are transferred to Windstream Holdings II or Windstream
Services II pursuant to the Plan (which transfer shall be treated as part of Steps 8
and/or 9, as applicable) and, once such activities are complete, Windstream Holdings
and Windstream Services liquidate and equity in Windstream Holdings is cancelled
for no consideration.

So the equity is not cancelled yet?.If it is already cancelled how will they cancel again when they liquidate?.

[rokkdatstock]

Total nonsense. Windstream announced long ago shares could be worthless when they went private. But then many on the winmq Board lied to investors for years. Fortunately no one can buy what no longer exists.

[newflow]

Deregistration permits the company to maintain more control over its shareholder base - Game is on IMO.
https://www.blankrome.com/publications/going-dark-considerations-process-and-timing

Notice of Effective Date 09/21
http://www.kccllc.net/windstream/document/1922312200921000000000004

Form 15 to deregister filed on 09/22 one day after Effective Date 09/21
https://www.sec.gov/cgi-bin/browse-edgar?CIK=1282266&owner=exclude

[newflow]

Its still ongoing as an adversary proceeding
http://www.kccllc.net/windstream/document/list/4877

[Wildcat 5555785]

newflow: what do you think is going on with the Charter false advertising litigation? A verdict regarding damages still hasn’t been announced one way or the other which seems very curious to me...