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October 29, 2024

Edwin Kim

Division of Corporation Finance

Office of Technology

100 F. Street N.E.

Washington, D.C. 20549

 Re: Windstream Parent, Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed September 16, 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 October 4, 2024, relating to Amendment
No. 1 to the Registration Statement on Form S-4, filed by the Registrant on September 16, 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. 2 to the Registration Statement (“Amendment No. 2”). Capitalized terms used but not defined herein have the
meanings assigned to them in Amendment No. 2.

Amendment No. 1 to the Registration Statement on Form S-4
filed September 16, 2024

Summary Historical Financial Data of Windstream, page 28

 1. We note your response to prior comment 9 regarding Adjusted EBITDA as defined in Windstream’s debt agreements. Please
tell us how you considered Question 102.09 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations
on Non GAAP Financial Measures with regards to your disclosure of this measure.

The Registrant advises the Staff that it has considered
the guidance in Question 102.09 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 of Adjusted EBITDA is consistent with Question
102.09 of the Non-GAAP C&DIs and Item 10(e)(1)(ii)(A) of Regulation S-K.

    Edwin Kim 2 October 29, 2024

Windstream presents “Adjusted EBITDA”
in the Registration Statement, and has historically reported Adjusted EBITDA to its debt investors, as a proxy for “Consolidated
EBITDA.” Consolidated EBITDA is a measure defined in the Windstream Credit Agreement, the Windstream 2028 Notes Indenture and the
Windstream 2031 Notes Indenture (the “Windstream Debt Agreements”) which is critical to the operation of several covenants
contained therein. As described in the section entitled “Summary Historical Financial Data of Windstream,” Windstream’s
presentation of Adjusted EBITDA reflects adjustments that are also used to calculate Consolidated EBITDA. Although Windstream is permitted
to include certain additional adjustments in Consolidated EBITDA under the terms of the Windstream Debt Agreements, Windstream has historically
reported Adjusted EBITDA to its lenders and debt investors, as well as to its equity investors, within its investor materials each quarter,
consistent with how it is presented in the Registration Statement. Consolidated EBITDA is not separately reported to our lenders or debt
investors.

As described in the Registrant’s response
to prior comment 9, the Registrant advises the Staff that it believes presenting the measure consistently is important to provide investors
with information necessary to assess the Registrant’s access to liquidity and capital, as well as its financial performance, and
is closely aligned with the Consolidated EBITDA measure that is used in determining compliance with financial covenants contained within
the Windstream Debt Agreements.

The Windstream Debt Agreements, which govern the
terms of substantially all of Windstream’s outstanding indebtedness, are a principal source of liquidity for Windstream, and are
expected to remain a principal source of liquidity for New Uniti following the Merger. As described in the Registration Statement, including
in the sections entitled “Summary Historical Financial Data of Windstream” and “Windstream’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources—Debt
Agreements and Covenants,” the Registrant’s ability to access these sources of liquidity depends upon, among other things,
compliance with financial ratios which are, in turn, dependent upon the calculation of Consolidated EBITDA. As further described in the
sections entitled “Description of New Uniti Indebtedness—Legacy Windstream Indebtedness” and “Windstream’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital
Resources” in the Registration Statement, the Windstream Debt Agreements also include customary covenants that restrict the Registrant’s
ability to, among other things, incur additional indebtedness – potentially constraining the Registrant’s ability to finance
operations or capital needs – and pay dividends. Material limitations contained in these covenants are based upon the measurement
of Consolidated EBITDA. Moreover, as described in the section entitled “Description of New Uniti Indebtedness—Legacy Windstream
Indebtedness—Windstream Credit Agreement,” the Registrant’s failure to comply with the financial covenant contained
in the Windstream Credit Agreement, which requires maintenance below a maximum total leverage ratio computed using Consolidated EBITDA,
could result in a default under the Windstream Credit Agreement. Accordingly, the Registrant believes that information about Adjusted
EBITDA (reflecting adjustments permitted in the calculation of Consolidated EBITDA pursuant to the Windstream Debt Agreements) is material
to an investor’s understanding of the Registrant’s financial condition and liquidity and therefore consistent with Question
102.09 of the Non-GAAP C&DIs and Item 10(e)(1)(ii)(A) of Regulation S-K.

    Edwin Kim 3 October 29, 2024

Unaudited Pro Forma Condensed Combined Financial Information, page 76

 2. We note disclosure on page 8 states that, "As of the date of this proxy statement/prospectus, an affiliate of Elliott
(as defined below) is Windstream’s largest equity holder, and affiliates of Elliott are expected to continue to be the largest stockholders
of New Uniti after the Closing." Expand your disclosure to explain how this was considered when determining who is the accounting
acquirer. Refer to your basis in accounting literature. We also note based on disclosure on page 11, that entities affiliated with
Elliott Investment Management, L.P. (EIM) currently hold approximately 4.15% of all Uniti Common Shares. Disclose current common ownership
between Windstream and Uniti and explain how common ownership was considered when determining accounting for this transaction. Refer to
your basis in accounting literature.

The Registrant advises the Staff that it has revised
the disclosure in the “Unaudited Pro Forma Condensed Financial Information” section of Amendment No. 2 to describe how
common ownership, including Elliott’s ownership, was evaluated as of part the accounting acquirer assessment.

The Registrant evaluated Accounting Standards
Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), to determine which entity is the
accounting acquirer. As indicated in ASC 805-10-55-12(a), the acquirer usually is the combining entity whose owners, as a group,
retain or receive the largest portion of the voting rights in the combined entity. In accordance with the expected New Uniti
ownership split stated in the Merger Agreement, Uniti stockholders immediately prior to the Closing will receive New Uniti Common
Stock equal to approximately 57.68% of the fully-diluted New Uniti Common Stock outstanding immediately following the Closing. On a
non-diluted basis (i.e., without giving effect to conversion of any outstanding convertible securities, the redemption or
repurchase of the New Uniti Preferred Stock or the exercise of the New Uniti Warrants), Uniti stockholders are expected to receive
approximately 62% of the New Uniti Common Stock outstanding immediately following the Closing. The Registrant also evaluated the
impact of common ownership between Uniti and Windstream. Management specifically assessed the potential ownership of Elliott and
PIMCO because of their respective ownership in both Uniti and Windstream. Elliott currently owns approximately 49.37% of the
outstanding Windstream units and approximately 4.15% ownership of the outstanding Uniti Common Stock. Certain PIMCO Funds currently
own, in the aggregate, approximately 20.61% of the outstanding Windstream units and approximately 2.34% ownership of the outstanding
Uniti Common Stock. Excluding Elliott’s and PIMCO Funds’ ownership interest in Uniti, the remaining Uniti shareholders
will still receive greater than 50% of the ownership of New Uniti on both a diluted and non-diluted basis. Accordingly,
in both scenarios Uniti shareholders maintain a majority of the voting rights in New Uniti, which supports the Registrant’s
conclusion that Uniti is the accounting acquirer.

Management further noted that Elliott’s ownership
of Windstream is restrained by FCC limitations that restrict Elliott from owning 50% or more of Windstream equity without first securing
regulatory approval. The ownership percentage post-Merger is a set, predetermined percentage as defined in the Merger Agreement and, therefore,
the execution of the Windstream Rights Offering and Windstream Tender Offer would not impact these ownership percentages. Taking into
account the expected New Uniti ownership split, Elliott would not own greater than 50% of New Uniti, even after giving effect to the exercise
of the of warrants anticipated to be issued to Elliott. Furthermore, the standstill restrictions described in Section 4.1(a)(i) of
the Elliott Stockholder Agreement restrict Elliott Stockholders from acquiring additional shares of New Uniti until 30 days following
the date Elliott loses its right to select a director or ceases to have a director on the New Uniti Board. Additionally, taking into account
the expected New Uniti ownership split, PIMCO would also not own greater than 50% of New Uniti.

    Edwin Kim 4 October 29, 2024

The Registrant also considered the composition
of the New Uniti Board. Under Section 3.1(a) of Article III of the Elliott Stockholder Agreement, Elliott will have the
right, but not the obligation, to select two of the nine members of the New Uniti Board. Two additional directors will be jointly selected
by Uniti and Elliott. Further, PIMCO does not have the ability to appoint any members to the New Uniti Board, but may select a non-voting
observer to the New Uniti Board. As provided for in the Merger Agreement, Uniti’s existing five-member board of directors will comprise
the majority of the nine-member New Uniti Board, regardless of Elliott’s ability to select two board members, and, as indicated
in ASC 805-10-55-12(c), the acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a
majority of the combined entity’s governing body.

Common ownership did not influence any other factors
assessed in the accounting acquirer analysis. Based on the assessment of the indicators described above and through a comprehensive assessment
of the other indicators provided in ASC 805, the Registrant concluded that Uniti is the accounting acquirer.

 3. We note your response to prior comment 10 and the disclosure under Note 1 on page 85. Please clarify in your pro forma
information, and give pro forma effect to, the range of possible results from a favorable and unfavorable outcome of the private letter
ruling. Refer to Rule 11-02(a)(10) of Regulation S-X.

The Registrant advises the Staff that it has revised
the disclosure in the “Unaudited Pro Forma Condensed Financial Information” section of Amendment No. 2 to clarify in
the pro forma information and to give pro forma effect to the range of possible results from obtaining or not obtaining a favorable private
letter ruling in accordance with Rule 11-02(a)(10) of Regulation S-X. Because the impact of the private letter ruling does not
have a pervasive effect on the pro forma financial information, the pro forma condensed combined balance sheet and statements of income
have been revised to include the impact of the anticipated favorable outcome. Further, Note 7D and Note 7LL of the “Unaudited Pro
Forma Condensed Financial Information” section has been revised to quantify and disclose the impact of an unfavorable outcome.

If the IRS rules favorably on Uniti’s
request for a private letter ruling, the transaction will be structured as a taxable acquisition of Uniti Common Stock by Windstream followed
by liquidation of Uniti’s real estate investment trust (“REIT”) resulting in a step up of the tax basis of the assets
comprising Uniti’s Leasing business (“Uniti Leasing Assets”) to fair value. Because the Merger is considered a reverse
acquisition based on the accounting acquirer assessment, the book basis of Uniti’s assets will not be stepped up to fair value.
A deferred tax asset would therefore be recorded to account for the resulting temporary difference between the stepped-up tax basis and
historical basis of the Uniti Leasing Assets. The deferred tax asset is evaluated for realizability in accordance with ASC Topic 740, Income
Taxes, and a valuation allowance provided for the amount that is not more likely than not to be realized.

    Edwin Kim 5 October 29, 2024

Conversely, if the IRS declines to issue a favorable
private letter ruling to Uniti, the transaction will be structured as a nontaxable merger resulting in carryover tax basis in the Uniti
Leasing Assets. Since New Uniti, unlike Uniti, will not be a REIT following the Merger, a deferred tax liability would be recorded to
account for the excess of the historical book basis in the Uniti Leasing Assets over their respective carryover tax basis.

 4. We note your response to prior comment 11. Since Windstream is the legal acquirer in the merger transaction, we believe any
transaction that affects Windstream's equity should be transparently disclosed in the pro forma financial statements. As such, we continue
to believe that you should show a separate column following the Windstream historical as adjusted information, the pro forma adjustments
to give effect the Windstream reorganization. This should be followed by a column to present Windstream as reorganized prior to presenting
the pro forma impact of the merger. Refer to Rule 11-02(b)(4) of Regulation S-X. If amounts are not yet known, please disclose
a range in accordance with Rule 11-02(a)(10) of Regulation S-X. Also, tell us how you determined the ownership percentage post-merger
if Windstream's equity is unknown. Explain why you used Windstream common units outstanding pre-close in determining purchase price in
Note 2.

The Registrant advises the Staff that it has revised
the disclosure in the “Unaudited Pro Forma Condensed Financial Information” section of Amendment No. 2 to disclose the
effect of the Windstream reorganization in a separate column within the unaudited pro forma financial information. The Pre-Closing Windstream
Reorganization takes into account the effects of the Pre-Signing Windstream Restructuring, Windstream Rights Offering, the Windstream
Tender Offer, the F-Reorg Merger, and the Internal Reorg Merger. As the Pre-Signing Windstream Restructuring is the formation of the legal
entities of New Windstream LLC and New Uniti, it does not have an accounting impact and therefore does not have an impact on the unaudited
pro forma financial information. In accordance with Rule 11-02(b)(4) of Regulation S-X, the Registrant has given pro forma effect
to the Windstream Rights Offering, the Windstream Tender Offer, and the F-Reorg Merger in Note 5. As noted in the Registrant’s response
to prior comment 11, the Registrant has reflected the pro forma effect of the Internal Reorg Merger separately within the “Merger
Transaction Accounting Adjustments”