Windstream Holdings Inc. (NASDAQ: WIN) is not seeing much of an impact from this filing, but an automatic shelf registration filed with the Securities & Exchange Commission shows that some 4,320,000 shares of common stock have been registered for a selling stockholder. The filing indicates that the current price will generate close to $35 million in proceeds.
Source: Thinkstock
Where this gets interesting is that the selling stockholder is actually the Windstream Master Trust, a trust maintained in connection with the defined benefit pension plan sponsored by Windstream Holdings itself.
The filing even says:
Of the shares covered by this prospectus, 3,300,000 shares were contributed to the pension plan in a transaction registered with the Securities and Exchange Commission on September 12, 2013 and 1,020,000 shares will be contributed to the pension plan in a private placement on or about March 7, 2014.
Another issue is that this filing is unlikely to appear as any formal public secondary stock offering. The filing says that these shares may be offered for sale from time to time by J.P. Morgan Chase Bank as the pension’s trustee at the direction of an investment fiduciary appointed to manage the shares of common stock. Still, all options are open and the filing states:
The common stock to which this prospectus relates may be offered and sold by the selling stockholder directly or through underwriters, broker-dealers or agents on the NASDAQ Global Select Market, in privately negotiated transactions or otherwise. The common stock may be sold in one or more transactions at market prices prevailing at the time of sale or at prices determined on a negotiated or competitive bid basis.
Windstream will not receive any of the proceeds in the offering of the shares sold by the selling stockholder.
Investors follow Windstream rather closely, despite a market cap of just under $5 billion. The reason is that its 12% dividend yield is off the charts. Windstream shares are not really reacting to the additional shares being sold, and note that the stock trades an average of 7.4 million shares per day.
It seems that these shares can easily be absorbed by the market, big and questionable dividend or not.
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