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    Debevoise & Plimpton
    LLP

    66 Hudson Boulevard

    New York, NY 10001

    +1 212 909 6000

December 5, 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. 2 to Registration Statement on Form S-4

Filed October 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 November 18, 2024, relating to Amendment
No. 2 to the Registration Statement on Form S-4, filed by the Registrant on October 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. 3 to the Registration Statement (“Amendment No. 3”). Capitalized terms used but not defined herein have the
meanings assigned to them in Amendment No. 3.

Amendment No. 2 to the Registration Statement on Form S-4
filed October 29, 2024

Summary Historical Financial Data of Windstream, page 29

 1. We note your response to prior comment 1. Given that Adjusted EBITDA relates to a debt covenant, we believe it should only be
disclosed in the Liquidity section of your filing and only as it relates to the debt covenant. Please revise accordingly.

The Registrant advises the Staff that it has removed
all references to Windstream’s historical Adjusted EBITDA from Amendment No. 3, and the Registrant has expanded its disclosure
relating to covenant compliance in the “Windstream’s Management’s Discussion and Analysis of Financial Condition and
Results of Operations” section of Amendment No. 3.

    Edwin Kim  2 December 5, 2024

Information about New Uniti, page 59

 2. We note your statement that, "On a pro forma basis, New Uniti generated approximately $4.3 billion and $2.1 billion of
revenue and $1,110.4 million and $131.9 million of net income for the year ended December 31, 2023 and the six months ended June 30,
2024." Whenever referencing pro forma net income in your filing, please add disclosure stating what portion of that net income is
non-recurring.

The Registrant advises the Staff that it has added
disclosure in the “Information about New Uniti” section of Amendment No. 3 to state what portion of the pro forma net
income for the year ended December 31, 2023 and the nine months ended September 30, 2024 is non-recurring.

 3. We note your response to prior comment 11. Please provide a more balanced discussion of New Uniti in your filing including highlighting
that the network assets currently have economic obsolescence, are expected to continue to have excess service capacity, and discuss the
rising replacement costs of assets used in telecommunications industry.

The Registrant advises the Staff that it has added
disclosure to the “Information about New Uniti” section of Amendment No. 3 regarding these matters.

Unaudited Pro Forma Condensed Combined Financial Information, page 75

 4. We note your response to prior comment 2. Please clarify your disclosure as to how you considered guidance in ASC 805-10-55-12(b) given
that Elliot affiliates will be the largest minority shareholders of New Uniti (i.e. they will own 34.02% of New Uniti per disclosure on
page 292). Explain why Elliot affiliates will own 73.2% of New Uniti immediately prior to the acquisition. Also, disclose if the
composition of the board is subject to change within a short period of time after the acquisition date.

The Registrant advises the Staff that it has revised
the disclosure in the “Unaudited Pro Forma Condensed Financial Information” section of Amendment No. 3 to clarify how
the Registrant considered guidance in ASC 805-10-55-12(b) given that Elliott affiliates are expected to have the largest minority
voting interest in New Uniti. The Registrant further revised the disclosure to clarify that the composition of the New Uniti Board is
not subject to change within a short period of time after the acquisition date.

The Registrant further advises the Staff that Elliott
and its affiliates currently beneficially own approximately 49.37% of the common units of Windstream. Upon completion of the Windstream
Rights Offering and Windstream Tender Offer, Elliott and its affiliates are expected to acquire Rights Offering Warrants, which are non-voting
warrants convertible into New Windstream Units. The Rights Offering Warrants may not be exercised if the exercise thereof would cause
the holder to have an aggregate ownership greater than 49.9%, subject to the receipt of regulatory approvals allowing such holder’s
aggregate ownership to exceed 49.9%, and will convert automatically into New Windstream Units immediately prior to the Internal Reorg
Merger. As a result, the beneficial ownership of Elliott and its affiliates is expected to increase to 58.3% of Windstream Parent, Inc.
for the period of time between the Internal Reorg Merger and the Closing.

    Edwin Kim  3 December 5, 2024

The Registration Statement previously disclosed
beneficial ownership figures, including Elliott’s ownership of up to 73.2% of Windstream Parent, Inc. following the Internal
Reorg Merger and immediately prior to the Closing, assuming that (i) Elliott and the Legacy Investors would be the sole subscribers
in the Windstream Rights Offering and (ii) all other Windstream equityholders would tender their equity interests in the Windstream
Tender Offer. In Amendment No. 3, beneficial ownership immediately prior to the Merger is calculated based on actual participation
in the Windstream Rights Offering and Windstream Tender Offer as of December 4, 2024, rather than assumed participation. Based on
this actual participation, it is estimated that Elliott and its affiliates are expected to own approximately 58.33% of Windstream Parent, Inc.
immediately prior to the Closing.

At the Closing, legacy Uniti stockholders will
receive their pro rata share of New Uniti Common Stock representing approximately 62% of the Pro Forma Share Total, calculated in accordance
with the Exchange Ratio and the existing holders of Windstream Parent, including Elliott and its affiliates, will be significantly diluted
by the equity issuance to legacy Uniti stockholders. Following the Closing, Elliott and its affiliates are expected to beneficially own
27.90% of the total outstanding New Uniti Common Stock.

 5. We note your response to prior comment 3. Please present the range of possible results from a favorable and unfavorable outcome
of the private letter ruling with equal prominence pursuant to Rule 11-02(a)(10) of Regulation S-X.

The Registrant advises the Staff that it has revised
the “Unaudited Pro Forma Condensed Financial Information” section of Amendment No. 3 to present the range of possible
results from a favorable and unfavorable outcome of the private letter ruling with equal prominence in the pro forma balance sheet and
income statements pursuant to Rule 11-02(a)(10) of Regulation S-X. Further, Note 7F and Note 7NN have been added to the “Unaudited
Pro Forma Condensed Financial Information” section to disclose the impact of an unfavorable private letter ruling outcome.

 6. We note your response to comment 5. Please clarify why your elimination of intercompany adjustments do not appear to balance.
Please expand Note 9 to address this issue.

The Registrant advises the Staff that due to the
differences in Uniti’s and Windstream’s historical accounting treatment of pre-existing relationship transactions, the elimination
of these transactions do not balance. As detailed in the response to prior comment 6, the differences are primarily driven by Uniti and
Windstream historical accounting for the 2020 Settlement Agreement and the tenant funded capital improvements (“TCIs”). Regarding
the 2020 Settlement Agreement, Uniti recognized litigation expense in 2020 representing the present value of the settlement payments required
under the 2020 Settlement Agreement and historically recognized accretion of the settlement payments as interest expense, while Windstream
recognized the payments due from Uniti related to the 2020 Settlement Agreement at the date of lease modification as a reduction to Windstream’s
operating lease liability which historically has affected the straight-line lease expense recognized for the Windstream Leases. Regarding
the TCIs, Uniti historically recognized the cost basis of TCIs that are capital in nature as both PP&E and deferred revenue, while
Windstream historically accounts for TCIs as leasehold improvements that are capitalized to fixed assets and depreciated over the shorter
of the initial lease term or the useful life of the asset.

    Edwin Kim  4 December 5, 2024

In addition to the two factors mentioned
above and in response to prior comment 6, which were the primary drivers of the differences in Uniti and Windstream’s
pre-existing relationship balances, Uniti recognized below-market lease intangible liabilities as part of third party leases
acquired from Windstream pursuant to the Asset Purchase Agreement in 2020 and historically has amortized those liabilities into
revenue over the lease term with Windstream. Further, Windstream historically recognized differences in the amount of growth capital
improvements (“GCIs”) reimbursements from Uniti and the carrying value of the TCIs as gains. Uniti and Windstream
separately evaluated and concluded on the accounting for these matters based on their independent assessment of the facts and
judgements. The accounting guidance does not require entities to recognize transactions in the same manner with corresponding
balancing entries as its counterparties. Accordingly, the elimination of the intercompany adjustments between the two entities
reflected in the unaudited pro forma financial information do not balance. In response to the Staff’s comment, the Registrant
has revised the disclosure in Note 9 of the “Unaudited Pro Forma Condensed Financial Information” section of Amendment
No. 3 to disclose this information.

Regarding the presentation of the elimination of
the pre-existing relationship balances between Uniti and Windstream, the Registrant has, in response to prior comment 5 and as filed in
Amendment No.2, presented the elimination of intercompany transactions in a separate column in the unaudited pro forma statements of income
and added Note 9 to disclose in detail the pre-existing relationship balances and related income statement impact between Uniti and Windstream.
For the unaudited pro forma balance sheet, the Registrant has presented the elimination of Uniti’s historical balances related to
pre-existing relationships with Windstream in the Merger Transaction Accounting column, and not in a separate column, as the Merger in
effect settles the pre-existing relationships between Uniti and Windstream, resulting in the derecognition of the pre-existing relationships
balances and a recognition of a gain related to the effective settlement of the pre-existing relationships in accordance with ASC 805.
The elimination of Windstream’s historical balances related to pre-existing relationships with Uniti, on the other hand, is reflected
as an adjustment to the historical Windstream balance sheet, as they impact the identifiable tangible and intangible assets acquired and
liabilities assumed of Windstream. The Registrant has assessed and determined that this presentation within the unaudited pro forma balance
sheet presents the elimination of pre-existing relationship activities in the most clear and meaningful manner.

 7. We note your response to prior comment 6. It appears that Windstream is accounting for the 2020 Settlement as a lease modification
while Uniti is accounting for the 2020 Settlement as litigation expense. Given that this is the same transaction, tell us why the accounting
is different and does not mirror one another.

As separate legal entities with separate management
teams, both Windstream and Uniti assessed the accounting for the 2020 Settlement Agreement independent of one another. Furthermore, neither
company disclosed the other as a related party in its respective historical financial statements. Because there is no specific authoritative
guidance (nor published guidance by the larger accounting firms) directly related to the accounting for the settlement, significant management
judgment was required to determine the appropriate accounting treatment for each company. Both Windstream and Uniti separately assessed
the facts and circumstances associated with the settlement and formed their own accounting positions and conclusions. Each company engaged
in internal discussions with its respective auditors.

    Edwin Kim  5 December 5, 2024

The Registrant advises the Staff that Windstream’s
basis for accounting for the 2020 Settlement Agreement as a lease modification was outlined in its responses to the prior comments 18
and 19 and is further supplemented by the Registrant’s response to comment 22 below.

As previously communicated, Uniti accounted for
the settlement of litigation in connection with 2020 Settlement Agreement as litigation expense that can be separated from the other components
of the 2020 Settlement Agreement. The basis of accounting is documented in Uniti’s preclearance submission letter dated on July 9,
2020 to the Office of the Chief Accountant and the subsequent confirmation letter on August 11, 2020.

 8. We are considering your responses to prior comments 6, 18 and 20 and may have additional comments.

The Registrant acknowledges the Staff’s comment
and will await the Staff’s further consideration and comment.

 9. We note your response to prior comment 13. Please provide a footnote explaining with quantitative detail what makes up $429
million cash consideration to be paid by Uniti to Windstream.

The Registrant advises the Staff that it has revised
the disclosure in the “Unaudited Pro Forma Condensed Combined Financial Information” section of Amendment No. 3 to explain
with quantitative detail the components of the $429 million cash consideration to be paid by Uniti to Windstream.

 10. Please total in footnote 2B the various amounts impacting additional paid-in capital so that this amount agrees with the amount
of the corresponding adjustment appearing on the pro forma balance sheet on page 79.

The Registrant advises the Staff that it has revised
the disclosure in Note 2B of the “Unaudited Pro Forma Condensed Combined Financial Information” section of Amendment No. 3
to disclose the total additional paid-in capital impact so that it agrees with the amount of the corresponding adjustment presented within
the pro forma balance sheet.

 11. With regard to valuation of assets acquired, please explain in detail why the values of PP&E and deferred tax asset were
significantly modified in this amendment. Tell us if you learned something new or whether you changed your valuation methodology.

The Registrant advises the Staff that the methodology
to value Windstream’s property, plant and equipment (“PP&E”) has remained consistent and the calculated depreciated
replacement cost new (“DRCN”) of PP&E prior to the application of economic obsolescence has remained consistent. However,
the indicated amount of economic obsolescence has changed since Amendment No. 2 due to changes in purchase consideration. The Registrant
refers to its response to prior comment 9:

    Edwin Kim  6 December 5, 2024

“[T]he purchase consideration is subject
to continual change up until Closing based upon changes to the price of Uniti Common Stock […] Where the analysis of the total
purchase consideration plus assumed liabilities […] is lower than the sum of the initial value ascribed to all the individual asset
groups, it is an