SecProbe.io

CORRESP
1
filename1.htm

September 16, 2024

Edwin Kim

Division of Corporation Finance

Office of Technology

100 F. Street N.E.

Washington, D.C. 20549

 Re: Windstream Parent, Inc.

Registration Statement on Form S-4

Filed July 29, 2024

File No. 333-281068

Dear Mr. Kim:

This letter sets forth the responses of Windstream
Parent, Inc. (the “Registrant”) to the comments contained in your letter, dated August 30, 2024, relating to the
Registration Statement on Form S-4, filed by the Registrant on July 29, 2024 (the “Registration Statement”). The
comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold italicized text below,
and the Registrant’s responses are set forth in plain text immediately following each comment.

The Registrant is filing, via EDGAR, Amendment
No. 1 to the Registration Statement (“Amendment No. 1”). Capitalized terms used but not defined herein have the
meanings assigned to them in Amendment No. 1.

Registration Statement on Form S-4 filed July 29, 2024

Questions and Answers About the Transactions and Special Meeting

What will I receive in the Merger, page 3

 1. You state on the cover page that Windstream’s pre-closing equity-holders will receive up to 35.42% of the New Uniti
common stock after the merger. However, in this Q&A, you state that the legacy Windstream stockholders will hold 38% of the post-merger
common stock of Uniti. Please clarify the reasons for the differences.

In response to the Staff’s comment, the
Registrant has revised the disclosure on the cover page and elsewhere in Amendment No. 1, as applicable, to clarify these
differences. The Registrant advises the Staff that, in connection with the Merger, Windstream’s pre-closing equity holders
will receive shares of New Uniti Common Stock representing approximately 35.42% of the Pro Forma Share Total  and New Uniti Warrants representing 6.9% of the Pro Forma Share
Total. The Pro Forma Share Total takes into account dilution from the issuance of shares of New Uniti Common Stock underlying the
New Uniti Warrants and certain other issuances that could take place before closing. Prior to giving effect to the New Uniti
Warrants, which are exercisable three years after issuance or, if earlier, upon any change of control of New Uniti or the redemption
of the corresponding New Uniti Preferred Stock, the shares of New Uniti Common Stock that Windstream’s pre-closing equity
holders will hold immediately following the Merger will represent approximately 38% of outstanding New Uniti Common Stock. Assuming
the shares of New Uniti Common Stock underlying the New Uniti Warrants were fully issued at the Effective Time, the aggregate amount
of New Uniti Common Stock held by legacy Uniti stockholders and legacy Windstream equityholders would be approximately 58% and 42%,
respectively, of New Uniti Common Stock outstanding immediately following the Merger (in each case, without duplication of shares
that legacy Windstream equityholders will receive on account of their pre-Merger holdings of Uniti Common Stock).

    Edwin Kim  2 September 16, 2024

Are there any Uniti stockholders who have already committed to voting
in favor of the Merger proposal..., page 10

 2. Please disclose that Uniti currently expects that its directors and executive officers will vote their shares in favor of the
Merger Proposal and each of the proposals in the proxy statement/prospectus. Taking into account the votes that have already been committed,
state the total percentage of votes that are still needed for the approval of each proposal.

The Registrant advises the Staff that it has revised
the disclosure in the “Questions and Answers About the Transactions and Special Meeting” section of Amendment No. 1 in
response to the Staff’s comment to disclose (i) that Uniti currently expects that its directors and executive officers will
vote their shares in favor of the Merger Proposal and each of the proposals in the proxy statement/prospectus and (ii) the total
percentage of votes that are still needed for the approval of each proposal, taking into account the votes that have already been committed.

Summary Proxy Statement/Prospectus, page 12

 3. Please provide a more detailed description of Elliott Investment Management and its role with both Uniti, Windstream, and the
merger transaction and related transactions. We note, for example, that Elliott is the largest shareholder of Windstream and will continue
to be the largest stockholder of New Uniti, having board director rights, preferred stock, etc. We note that New Uniti will not have
a Corporate Opportunity obligation for New Uniti. To the extent material, clarify whether Elliott has a significant interest in competing
telecommunication assets or portfolio companies that may cause conflicts of interests.

The Registrant  advises the Staff that it has revised its disclosure in the “Summary of the Proxy Statement/Prospectus” section to add
a subsection that provides additional details regarding Elliott’s role with Windstream, Uniti, New Uniti and the Merger and related
transactions. Additionally, the Registrant has revised the “Risk Factors” section of Amendment No. 1 to include additional
disclosure relating to New Uniti’s intent to renounce any interest or expectancy of New Uniti in, or in being offered an opportunity
to participate in, business opportunities that are presented to its directors or stockholders other than those directors or stockholders
who are employees of New Uniti.

    Edwin Kim  3 September 16, 2024

The Registrant advises the Staff that it does not
believe that Elliott’s interests in other telecommunication assets or portfolio companies are material. However, in response to
the Staff’s comment, the Registrant has revised the “Risk Factors” section of Amendment No. 1 to include additional
disclosure about Elliott’s investments in other telecommunication assets or portfolio companies, and the potential for such investments
to result in Elliott having interests that differ from those of other New Uniti stockholders.

 4. Please add a Q&A that highlights the control of Elliot will as to the post-merger company and potential conflicts of interests,
such as its New Uniti common stock holdings, its board designation rights, its New Uniti warrants, and its preferred stock and rights
for New Uniti to repurchase that preferred stock in 10 years.

In response to the Staff’s comment, the Registrant
has revised its disclosure to include a Q&A describing the influence that Elliott will have over New Uniti as a result of its board
designation rights and its holdings of New Uniti Common Stock, New Uniti Warrants and New Uniti Preferred Stock.

 5. We note that Uniti was spun-off from Windstream in 2015, but Windstream’s bankruptcy proceedings in 2019 and 2020 involved
various disputes between Windstream, Windstream’s creditors, and Uniti over the master lease agreements of Uniti’s ILEC and
CLEC assets. Please briefly describe these disputes, how they were resolved, and if there were continuing disputes over these agreements
between Windstream and Uniti.

In response to the Staff’s comment, the
Registrant has added to the “Summary of the Proxy Statement/Prospectus” section and “Company History”
subsection in “Information about Windstream” additional information relating to the historical disputes between Uniti
and Windstream. The Registrant advises the Staff that there are no continuing disputes between Uniti and Windstream.

 6. As noted in the Background of the Transactions, there were many attempts for Uniti or other potential acquirers of Uniti to
acquire both Uniti and Windstream and re-combine their assets related to the ILEC and CLEC MLAs. Please clarify the percentage of revenue
of Windstream is related to these MLAs, and similarly the percentage of revenue that Unit derives from the MLAs with Windstream.

The Registrant advises the Staff that it has revised
the disclosure in the “Other Agreements Related to the Transactions — Windstream Leases” section of Amendment
No. 1 in response to the Staff’s comment to clarify the percentage of revenue that Uniti derives from the MLAs with Windstream.
While it is not practicable for Windstream to precisely disaggregate the percentage of Windstream’s revenue that is related to utilization
of assets leased pursuant to the Windstream Leases, the Registrant has revised the disclosure in the “Other Agreements Related to
the Transactions — Windstream Leases” section of Amendment No. 1 to clarify that Windstream believes that
a substantial majority of Windstream’s total revenues is related to such leased assets.

    Edwin Kim  4 September 16, 2024

 7. We note that BlackRock and Vanguard are both principal shareholders Uniti. Please clarify their roles in the merger negotiations,
if any, and whether they have agreed or indicated they will support the merger proposals.

The Registrant acknowledges the Staff’s comment
and advises the Staff that BlackRock and Vanguard are passive stockholders of Uniti. Neither BlackRock nor Vanguard participated in the
merger negotiations, and neither BlackRock nor Vanguard have agreed or indicated whether they will support the Merger.

The Registrant further advises the Staff that it
has revised its disclosure to clarify that Elliott was the only Uniti stockholder to enter into a voting agreement with Uniti pursuant
to which it agreed to vote its Uniti Common Shares, representing 4.15% of the outstanding Uniti Common Shares, in favor of the
Merger Proposal.

 8. With respect to the Windstream Rights Offering and Tender Offer, please clarify whether it is intended to make Elliott and Legacy
Investors the sole shareholders of Windstream and cash out all other Windstream investors. If so, please clarify the percentage of Windstream
shareholders that will tender their shares and whether they have the ability to continue to decline the tender offer and receive Uniti
sharers in the merger.

In response to the Staff’s comment, the Registrant
has revised its disclosure within the “The Windstream Rights Offering and Windstream Tender Offer” section of Amendment No. 1
to clarify that the intention of the Windstream Tender Offer and the Windstream Rights Offering is to offer Windstream equityholders liquidity
for some or all their outstanding Windstream units, or the opportunity to participate in the funding of such liquidity offer. Windstream’s
equityholders, other than Oaktree, which has agreed to sell all of its units in the Windstream Tender Offer (subject to Windstream’s
right to reject up to 300,000 Windstream units tendered by Oaktree in certain circumstances), will have the option to decline the Windstream
Tender Offer and receive their pro rata portion of the transaction consideration in the Merger.

Summary Historical Financial Data of Windstream, page 25

 9. We note your non-GAAP measure of Adjusted EBITDA appears to have adjustments for normal, recurring cash operating expenses.
Tell us why you believe these adjustments are appropriate or revise accordingly. Refer to Question 100.01 of the Division of Corporation
Finance’s Compliance & Disclosure Interpretations on Non- GAAP Financial Measures.

The Registrant advises the Staff that it has considered
Rule 100(b) of Regulation G and the guidance in Question 100.01 of the Non-GAAP Compliance & Disclosure Interpretations
(the “Non-GAAP C&DIs”) with respect to its presentation of Adjusted EBITDA and believes that its presentation is not misleading
or otherwise in violation of Rule 100(b) of Regulation G.

    Edwin Kim  5 September 16, 2024

As disclosed in the Registration Statement, when
determining the nature of items to be included in the computation of Adjusted EBITDA, Windstream identifies items that it may adjust for
in calculating “Consolidated EBITDA,” a measure which is defined in Windstream’s debt agreements and is used to compute
certain financial ratios in several of its debt covenants, including the maximum leverage ratio and maximum first lien secured leverage
ratio. Windstream’s debt agreements permit adjustments to eliminate severance and employee benefit costs, lease termination costs,
professional and consulting fees, and other miscellaneous expenses incurred in completing cost optimization projects, as well as start-up
or initial costs for any project, division or new line of business. The debt agreements also permit Windstream to replace straight-line
rent expense with the actual cash rent expense paid to Uniti pursuant to the master leases, and to include the gain on sale of the IPv4
addresses. Windstream has historically reported “Consolidated EBITDA” to its creditors calculated in the same manner as “Adjusted
EBITDA” as presented in the Registration Statement and advises the Staff that it believes presenting the measure consistently is
important to investors and provides valuable information relating to compliance with Windstream’s debt covenants.

In addition, the Registrant advises the Staff that
it does not believe that its presentation of Adjusted EBITDA excludes recurring, cash operating expenses necessary to operate its business
in a manner that would render the presentation misleading. For example, the Registrant’s presentation of Adjusted EBITDA:

 · Replaces the non-cash “straight-line expense under master leases with Uniti” with the actual “cash payment under
master leases with Uniti.” Under relevant GAAP accounting guidance, as a result of the escalation clause in the terms of the master
leases, rent expense is reported on a straight-line basis. As a result, the rent expense reported under GAAP is not representative of
the actual rent paid to Uniti on a period-to-period basis. The Registrant’s presentation of Adjusted EBITDA eliminates the difference
between the non-cash and cash impact of the rent expense, in order to more accurately depict the results of the Registrant’s business.
Rather than excluding a recurring, cash operating expense, these adjustments are intended to include a cash expense in lieu of a non-cash
expense.

 · Adds “cash received from Uniti per settlement agreement”, which is a recurring cash payment to Windstream which is not
included in GAAP net income. As described in the Registration Statement, as part of a settlement between Uniti and Windstream in connection
with Windstream’s emergence from bankruptcy, Uniti agreed to pay $400 million in quarterly cash installments over a period of five
years, at an annual interest rate of 9%. The Registrant believes including these cash receipts in Adjusted EBITDA provides useful information
to investors about the cash available to service its debt obligations.

 · Eliminates expenses related to cost initiatives. Although this adjustment includes cash expenses, the Registrant advises the Staff that
it does not consider these expenses to be normal, recurring or necessary to operate the Registrant’s business in the manner contemplated
by the Staff in Question 100.01. For example, this adjustment includes lease termination costs, professional and consulting fees, and
other miscellaneous expenses that Windstream incurs in connection with discrete cost optimization projects which are not necessary to
operate the Registrant’s business. In Amendment No. 1, in order to provide investors with more information about transaction costs,
the Registrant has also presented Merger-related costs as a separate adjustment. Moreover, as described above, this adjustment is permitted
by Windstream’s debt agreements.

    Edwin Kim  6 September 16, 2024

 · Eliminates severance and benefit costs, which includes costs associated with workforce reduction plans. The Registrant advises the Staff
that it does not consider these expenses, the amount of which varies and can be unpredictable, to be normal or necessary to operate the
Registrant’s business, and notes that this adjustment is permitted by Windstream’s debt agreements.

 · Eliminates star