ELNK Earthlink Holdings Corp.

Item 3. The Windstream Adjournment Proposal

(Item 3 on Windstream Proxy Card)

The Windstream special meeting may be adjourned to another time or place to solicit additional proxies if Windstream has not received proxies representing a sufficient number of shares of Windstream common stock to approve the Windstream stock issuance proposal and the Windstream charter amendment proposal.

If, at the Windstream special meeting, the number of shares of Windstream common stock present or represented and voting in favor of the Windstream stock issuance proposal or the Windstream charter amendment proposal is insufficient to approve such proposal, Windstream intends to move to adjourn the Windstream special meeting in order to enable the Windstream Board to solicit additional proxies for approval of the Windstream stock issuance proposal and the Windstream charter amendment proposal.

In the Windstream adjournment proposal, Windstream is asking its stockholders to authorize the holder of any proxy solicited by the Windstream Board to vote in favor of granting discretionary authority to the proxyholders, and each of them individually, to adjourn the Windstream special meeting to another time and place for the purpose of soliciting additional proxies. If the Windstream stockholders approve the Windstream adjournment proposal, Windstream could adjourn the Windstream special meeting and any adjourned session of the Windstream special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Windstream stockholders who have previously delivered proxies not in favor of the Windstream stock issuance proposal or the Windstream charter amendment proposal.

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If a quorum is present, the approval of the Windstream adjournment proposal requires the affirmative vote of a majority of the votes of Windstream common stock cast at the Windstream special meeting on such proposal. If a quorum is not present, the approval of the Windstream adjournment proposal requires the affirmative vote of the holders of a majority of the shares present or represented by proxy at the meeting and entitled to vote at the meeting.

The Windstream Board unanimously recommends a vote “FOR” the Windstream adjournment proposal (Item 3).

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THE EARTHLINK SPECIAL MEETING

This section contains information about the special meeting of EarthLink stockholders that has been called to consider and approve the merger proposal, the EarthLink adjournment proposal and the compensation proposal.

Together with this document you will be sent a notice of the special meeting and a form of proxy that is solicited by the EarthLink Board. The EarthLink special meeting will be held on February 24 , 2017, at 11:00 a.m., local time, at EarthLink’s Atlanta offices, located at 1170 Peachtree Street, Suite 900, Atlanta, Georgia 30309.

Matters to Be Considered

The purpose of the EarthLink special meeting is to vote on:

Proxies

Each copy of this document mailed to holders of EarthLink common stock as of the record date is accompanied by a form of proxy with instructions for voting by mail, by telephone or through the Internet. If you hold stock in your name as a stockholder of record, you should submit a proxy by completing, signing and returning the proxy card accompanying this document or by following the instructions on the enclosed proxy card for Internet or telephone submissions, to ensure that your vote is counted at the EarthLink special meeting, or at any adjournment or postponement of the special meeting, regardless of whether or not you plan to attend the EarthLink special meeting.

If you hold your stock in “street name” through a bank, broker, trust company or other nominee, you must direct your bank, broker, trust company or other nominee to vote in accordance with the instructions you have received from your bank, broker, trust company or other nominee.

If you hold stock in your name as a stockholder of record, you may revoke any proxy at any time before it is voted at the special meeting by properly submitting a later-dated proxy by mail, Internet or telephone before the deadline stated on the proxy card, by delivering a written notice of revocation to EarthLink’s corporate secretary, which must be received by us before the time of the special meeting, or by voting in person by ballot at the special meeting.

Any stockholder entitled to vote at the EarthLink special meeting may vote in person regardless of whether or not a proxy has been previously given, but simply attending the EarthLink special meeting will not constitute revocation of a previously given proxy.

Written notices of revocation and other communications about revoking your proxy should be addressed to:

EarthLink Holdings Corp.
1170 Peachtree Street
Suite 900
Atlanta, Georgia 30309
Attention: Corporate Secretary

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If your shares are held in “street name” by a bank, broker, trust company or other nominee, you should follow the instructions of your bank, broker, trust company or other nominee regarding the revocation of proxies.

All shares represented by valid proxies that are received through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. If you are a stockholder of record and you make no specification on your proxy card as to how you want your shares voted, your proxy will be voted “FOR” the merger proposal, “FOR” the EarthLink adjournment proposal and “FOR” the compensation proposal. According to the EarthLink bylaws, the only business conducted at a special meeting of EarthLink stockholders shall be that business brought before the meeting pursuant to EarthLink’s notice of meeting given in accordance with the EarthLink bylaws.

Solicitation of Proxies

The solicitation of proxies from EarthLink stockholders is made on behalf of the EarthLink Board. In accordance with the merger agreement, EarthLink will bear the costs and expenses of proxy solicitation for the EarthLink special meeting, and will bear the costs and expenses it incurs in connection with the preparation and filing of this joint proxy statement/prospectus. EarthLink has retained MacKenzie Partners, Inc. to aid in the solicitation of proxies for a fee of approximately $25,000, plus expenses. In addition, if necessary, EarthLink may use several of its directors, officers and other regular employees, who will not be specially compensated except reimbursement for actual expenses, to solicit proxies from EarthLink stockholders, either personally or by telephone, facsimile, letter or other electronic means. EarthLink will also request that banks, brokers and other record holders forward proxies and proxy materials to the beneficial owners of EarthLink common stock and secure their voting instructions, and EarthLink will provide customary reimbursement to such firms for the cost of forwarding these materials. Windstream will pay the costs of soliciting and obtaining its proxies and all other expenses related to the Windstream special meeting.

Record Date

The close of business on January 23 , 2017 has been fixed as the record date for determining the EarthLink stockholders entitled to receive notice of and to vote at the EarthLink special meeting. At that time, 105,594,768 shares of EarthLink common stock were outstanding, held by approximately 1,145 holders of record.

Quorum

In accordance with the EarthLink bylaws, stockholders who hold shares representing a majority of the number of shares of EarthLink stock outstanding and entitled to vote at the EarthLink special meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at the EarthLink special meeting. The holders of a majority of the number of shares of EarthLink stock entitled to vote that are present in person or represented by proxy thereat, whether or not a quorum is present, may adjourn the EarthLink special meeting to another time and place. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting. Notice of any adjourned meeting need not be given if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, except if the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting.

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If a holder of EarthLink common stock is a beneficial owner of shares held in “street name” by a bank, broker, trust company or other nominee and does not provide the organization that holds its shares with specific voting instructions then, under applicable rules, the organization that holds its shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds its shares does not receive instructions from such stockholder on how to vote its shares on a non-routine matter, that bank, broker, trust company or other nominee will inform the inspector of election at the EarthLink special meeting that it does not have authority to vote on the matter with respect to its shares. This is generally referred to as a “broker non-vote.” Abstentions and broker non-votes will be included in the calculation of the number of shares of EarthLink common stock represented at the special meeting for purposes of determining whether a quorum has been achieved. However, if a beneficial owner of EarthLink common stock does not instruct its broker, bank, trust company or other nominee how to vote on any matter, the broker, bank, trust company or other nominee will not have discretion to vote on any proposal at the EarthLink special meeting and the shares will not be in attendance at the meeting or counted for purposes of determining whether a quorum has been achieved.

Vote Required; Effect of Abstentions and Broker Non-Votes

Each share of EarthLink common stock outstanding on the record date for the EarthLink special meeting entitles the holder to one vote on each matter to be voted upon at the EarthLink special meeting. Each of the proposals has the following vote requirement in order to be approved:

Abstentions, failures to submit a proxy card or vote in person and broker non-votes will be treated in following manner with respect to determining the votes received for each of the proposals:

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The EarthLink Board urges EarthLink stockholders to promptly vote by completing, dating and signing the accompanying proxy card and returning it promptly in the enclosed postage-paid envelope; calling the toll-free number listed in the proxy card instructions if voting by telephone; or accessing the Internet site listed in the proxy card instructions if voting through the Internet. If you hold your stock in “street name” through a bank, broker, trust company or other nominee, please vote by following the voting instructions of your bank, broker, trust company or other nominee.

EarthLink stockholders may also vote at the EarthLink special meeting by ballot. Votes cast at the meeting, in person or by proxy, will be tallied by Broadridge Financial Solutions, Inc., EarthLink’s inspector of election.

Voting Power of EarthLink’s Directors and Executive Officers

On the record date for the EarthLink special meeting, the directors and executive officers of EarthLink and their affiliates owned and were entitled to vote 1,253,211 shares of EarthLink’s common stock, representing 1.2% of the outstanding EarthLink common stock.

Recommendation of the EarthLink Board

The EarthLink Board has unanimously approved the merger agreement and the transactions contemplated by it, including the mergers, and has determined and declared that they are advisable and are in the best interests of EarthLink and its stockholders. The EarthLink Board unanimously recommends that you vote “ FOR ” the merger proposal, “ FOR ” the EarthLink adjournment proposal and “ FOR ” the compensation proposal. See the section titled “The Mergers—EarthLink’s Reasons for the Mergers; Recommendation of EarthLink’s Board of Directors” beginning on page 66 for a more detailed discussion of the EarthLink Board’s recommendation.

Attending the EarthLink Special Meeting

Only stockholders who own EarthLink common stock as of the close of business on the record date (and their duly authorized proxyholders) will be entitled to attend the special meeting. Proof of stock ownership (or proxy authority) as of this date and some form of government issued photo identification (such as a valid driver’s license or passport) will be required for admission to the special meeting. If you hold your shares of EarthLink common stock in a brokerage account or through another nominee, you are the beneficial owner of those shares but not the record holder and you will need to obtain a “legal proxy” from the record holder to attend the special meeting. EarthLink reserves the right to refuse admittance to anyone without proper proof of share ownership (or proxy authority) and without proper photo identification.

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THE EARTHLINK PROPOSALS

Item 1. The Merger Proposal

(Item 1 on EarthLink Proxy Card)

As discussed throughout this joint proxy statement/prospectus, EarthLink is asking its stockholders to approve the merger proposal. Holders of EarthLink common stock should read carefully this joint proxy statement/prospectus in its entirety, including the Annexes hereto, for more detailed information concerning the merger agreement and the mergers. In particular, holders of EarthLink common stock are directed to the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. Approval of the merger proposal is required for completion of the mergers.

The affirmative vote of the holders of a majority of the outstanding shares of EarthLink common stock entitled to vote on such proposal is required to approve the merger proposal.

The EarthLink Board unanimously recommends a vote “FOR” the merger proposal (Item 1).

Item 2. The EarthLink Adjournment Proposal

(Item 2 on EarthLink Proxy Card)

The EarthLink special meeting may be adjourned to another time or place to solicit additional proxies if EarthLink has not received proxies representing a sufficient number of shares of EarthLink common stock to approve the merger proposal.

If, at the EarthLink special meeting, the number of shares of EarthLink common stock for which EarthLink has received proxies in favor of the merger proposal is insufficient to approve such proposal, EarthLink intends to move to adjourn the EarthLink special meeting in order to enable the EarthLink Board to solicit additional proxies for approval of the merger proposal.

In the EarthLink adjournment proposal, EarthLink is asking its stockholders to authorize the holder of any proxy solicited by the EarthLink Board to vote in favor of granting discretionary authority to the proxyholders, and each of them individually, to adjourn the EarthLink special meeting to another time and place for the purpose of soliciting additional proxies. If EarthLink stockholders approve the EarthLink adjournment proposal, EarthLink could adjourn the EarthLink special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from EarthLink stockholders who have previously delivered proxies not in favor of the merger proposal.

Whether or not a quorum is present, approval of the EarthLink adjournment proposal requires the affirmative vote of holders of a majority of the number of shares of EarthLink stock entitled to vote present in person or represented by proxy at the EarthLink special meeting.

The EarthLink Board unanimously recommends a vote “FOR” the EarthLink adjournment proposal (Item 2).

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Item 3. The Compensation Proposal

(Item 3 on EarthLink Proxy Card)

As required by Section 14A of the Exchange Act of 1934 and the applicable SEC rules issued thereunder, which were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, EarthLink is required to submit a proposal to EarthLink stockholders for a non-binding, advisory vote to approve the payment by EarthLink of certain compensation to the named executive officers of EarthLink that is based on or otherwise relates to the mergers. This proposal, commonly known as the “say-on-golden parachute” proposal and which EarthLink refers to as the compensation proposal, gives EarthLink stockholders the opportunity to vote on a non-binding, advisory basis on the compensation that EarthLink’s named executive officers may be entitled to receive from EarthLink that is based on or otherwise relates to the mergers.

The compensation that EarthLink’s named executive officers may be entitled to receive from EarthLink that is based on or otherwise relates to the mergers is summarized and included in the section entitled “The Mergers—Interests of EarthLink’s Directors and Executive Officers in the Mergers—Quantification of Potential Payments to EarthLink’s Named Executive Officers in Connection with the Mergers” beginning on page 115 . That summary includes all compensation and benefits that may be paid or become payable to EarthLink’s named executive officers by EarthLink that are based on or otherwise relate to the mergers.

The EarthLink Board encourages you to review carefully the named executive officer merger-related compensation information disclosed in this joint proxy statement/prospectus.

The EarthLink Board unanimously recommends that EarthLink’s stockholders approve the following resolution:

“RESOLVED, that the stockholders of EarthLink approve, on a non-binding, advisory basis, the compensation that will or may become payable to EarthLink’s named executive officers that is based on or otherwise relates to the mergers as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled ‘The Mergers—Interests of EarthLink’s Directors and Executive Officers in the Mergers—Quantification of Potential Payments to EarthLink’s Named Executive Officers in Connection with the Mergers.’”

Because the vote on the compensation proposal is advisory only, it will not be binding on either EarthLink or Windstream. Accordingly, if the merger agreement is adopted and the mergers are completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of EarthLink’s stockholders.

The affirmative vote of holders of a majority of the number of shares of EarthLink stock entitled to vote present in person or represented by proxy at the EarthLink special meeting is required to approve the compensation proposal.

The EarthLink Board unanimously recommends a vote “FOR” the compensation proposal (Item 3).

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THE MERGERS

Effects of the Mergers

In the merger, Merger Sub 1, an indirect, wholly-owned subsidiary of Windstream that was formed for the purpose of effecting the mergers, will merge with and into EarthLink, with EarthLink continuing as the surviving corporation. In the subsequent merger, which will occur immediately following the merger, the surviving corporation will merge with and into Merger Sub 2, an indirect, wholly-owned subsidiary of Windstream that was formed for the purpose of effecting the mergers, with Merger Sub 2 continuing as the surviving company.

In the merger, each share of EarthLink common stock issued and outstanding immediately prior thereto (other than the cancelled shares) will be converted into the right to receive 0.818 shares of Windstream common stock and cash in lieu of any fractional shares of Windstream common stock to which a holder of EarthLink common stock otherwise would be entitled to receive after giving effect to the exchange ratio. This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing of the mergers. Based on the closing price of Windstream common stock on the NASDAQ on November 3, 2016, the last trading day before media reports of the possibility of a transaction were published, the merger consideration represented approximately $5.55 in value for each share of EarthLink common stock. Based on the closing price of Windstream common stock on January 23 , 2017, the latest practicable trading day before the date of this joint proxy statement/prospectus, the merger consideration represented approximately $6.76 in value for each share of EarthLink common stock. Windstream stockholders will continue to hold their existing shares of Windstream common stock.

Background of the Mergers

Windstream, a Fortune 500 company and leading provider of advanced network communications and technology solutions for consumers, businesses, enterprise organizations and wholesale customers, was formed in July 2006 through Alltel Corporation’s spinoff of its wireline telecommunications division and subsequent merger with VALOR Communications Group, Inc. Since its formation, Windstream has engaged in numerous discussions with a number of telecommunications-related companies regarding a variety of possible business opportunities in connection with the consolidation in the telecommunications industry during the past decade. These discussions ranged from possible commercial or partnering arrangements to possible acquisitions or other business combinations. From 2006 to the present, Windstream grew rapidly through a number of targeted, strategic acquisitions, which enabled Windstream to transform from a traditional rural-focused telephone company to a nationwide enterprise communications and service provider with a local and long-haul fiber network comprised of approximately 129,000 route miles, while realizing significant synergies from the increased scale the acquisitions brought to its overall operations. These acquisitions have permitted Windstream to expand its network infrastructure to offer advanced IP-based voice and data services, such as MPLS networking, cloud computing, managed hosting and managed services, to business customers and TDM special access, Ethernet, Wave transport and other wholesale voice and data services to carriers and network operators, while still delivering telephone, broadband, and related services to over one million primarily rural residential customers. These acquisitions served Windstream’s goal of expanding in strategic growth areas to enhance its competitiveness, to better serve customers, and to deliver value to its stockholders, even as the telecommunications industry trended toward consolidation.

Similar to Windstream, the EarthLink Board and its management regularly review EarthLink’s results of operations, prospects and competitive position in the business segments in which it operates, as well as business opportunities and strategic alternatives. In connection with these reviews, EarthLink from time to time evaluates potential transactions which would further its strategic objectives, and the potential

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benefits and risks of those transactions in light of, among other things, the consolidation that has been occurring in the telecommunications industry and EarthLink’s competitive position. In addition, from time to time, the members of EarthLink’s senior management team meet with the senior management of other companies within the telecommunications industry to discuss industry developments and potential strategic transactions.

In 2014 and 2015, in addition to strategic business opportunities, Windstream began evaluating other unique ways to accelerate network investments and reduce debt. In July 2014, Windstream announced plans to spin off certain of its fiber and copper telecommunications network assets and other real estate into an independent, publicly traded real estate investment trust, Communications Sales & Leasing, Inc. (which we refer to in this joint proxy statement/prospectus as CS&L), and enter into a master lease agreement to lease those network assets back from CS&L (which we refer to in this joint proxy statement/prospectus as the REIT Spin-Off). In connection with the REIT Spin-Off, which was completed in April 2015, and the subsequent monetization of Windstream’s approximate 20 percent retained equity interest in CS&L, Windstream reduced its debt by approximately $3.9 billion. Additionally, in December 2015, Windstream sold its tier one data center business (14 of its 27 data centers) for approximately $575 million in cash, allowing it to further reduce debt and make targeted investments in its core network.

Upon Joseph Eazor’s commencement of employment as EarthLink’s President and Chief Executive Officer in 2014, he began a strategic assessment of EarthLink’s business in order to discover opportunities to improve the company’s operations and financial performance. This assessment resulted in a more focused, market based strategy for each of EarthLink’s customer segments, with an emphasis on being a leading managed network services provider for multi-location retail and services businesses. The company also aligned its organization into business units to better serve its customer segments and streamline operations. EarthLink’s operating improvements resulted in improved financial performance and a stronger balance sheet. However, while these improvements were occurring, the EarthLink Board also acknowledged the continuing industry challenges facing EarthLink and its growth prospects as a stand-alone entity in a consolidating industry. These challenges include growing revenues from growth products and services to offset declining revenues in other products and services, responding to increased market competition, including competition with companies with greater scale, aligning costs with trends in revenues and ensuring adequate resources to invest in growth.

During the period from 2014 and continuing through the announcement of the merger agreement with Windstream in November 2016, the EarthLink Board regularly reviewed and evaluated its strategic plans and objectives as a regular topic of discussion at its meetings, which discussions included multiple specific potential strategic alternatives. As part of this process, in the summer of 2014 EarthLink engaged Foros Securities LLC (which we refer to in this joint proxy statement/prospectus as Foros) as its independent financial advisor to assist the EarthLink Board and management in their review of these strategic alternatives. As a result of this review of strategic alternatives, from time to time since the summer of 2014, EarthLink has held discussions with a number of potential financial and strategic parties regarding possible transactions, both in response to unsolicited inquiries and following contacts made by EarthLink. In addition to these various discussions, the EarthLink Board also continued to review other potential strategic alternatives.

As part of Windstream’s ongoing evaluation of business opportunities in the telecommunications industry and EarthLink’s ongoing review and evaluation of its strategic plans and objectives, representatives of EarthLink and Windstream had several calls, meetings and other communications in 2014 and 2015 regarding enhanced commercial agreements and/or various business combination alternatives, none of which resulted in any agreement or understanding with respect to a business combination because, at

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the time of such discussions, Windstream remained focused on the REIT Spin-Off and monetizing its retained CS&L equity stake prior to pursuing strategic initiatives and EarthLink continued to review other potential strategic alternatives.

In June 2016, Windstream completed the monetization of its retained equity stake in CS&L. In August 2016, the Windstream Board and management began discussing broader long-term strategic alternatives, which included a review of a number of possible opportunities and potential transaction partners. Following the regularly scheduled quarterly Windstream Board meeting on August 3, 2016, Windstream management began preparing an M&A readiness workplan, including assembling a core team of internal senior leaders by business unit that would be ready to source, investigate and evaluate potential strategic opportunities, as and when they developed.

On September 1, 2016, Tony Thomas, Windstream’s President and Chief Executive Officer and Mr. Eazor had a call to discuss ongoing commercial negotiations regarding network access between the companies, the potential opportunity for a broader commercial arrangement and whether a strategic business combination would be beneficial to the companies and their stockholders. Mr. Thomas noted that strategic conversations would need to wait until Windstream concluded certain pending financing transactions but commercial negotiations could continue. Messrs. Thomas and Eazor agreed to meet again in October 2016 to measure progress on the commercial arrangements under negotiation and whether a broader discussion between each company’s respective management teams was warranted.

Later in the day on September 1, the EarthLink Board held a previously scheduled telephonic meeting to discuss strategic alternatives, with members of EarthLink management and a representative of Troutman Sanders LLP (which we refer to in this joint proxy statement/prospectus as Troutman Sanders), EarthLink’s outside counsel, in attendance. During this meeting, Mr. Eazor informed the other members of the EarthLink Board about his conversation with Mr. Thomas.

As Windstream completed its work assessing the EarthLink network in September 2016, it became evident that the ability to drive large cost savings through each company’s respective networks would make a strategic business combination between the companies very compelling. Following discussions between Messrs. Eazor and Thomas in early October 2016, the parties confirmed that they would hold an in-person meeting among the Windstream and EarthLink management teams on October 4, 2016, and that the principal topic for that meeting would be to discuss a possible strategic combination. In furtherance of that discussion, on October 3, 2016, Windstream and EarthLink entered into a confidentiality agreement to permit the exchange of non-public information. Following execution of the confidentiality agreement, the parties exchanged discussion materials prepared for the October 4, 2016 management meeting.

On October 4, 2016, members of EarthLink’s and Windstream’s management, including Messrs. Thomas and Eazor, met in Atlanta and discussed the companies’ respective businesses, including selected financial and other business information. At the conclusion of the meeting, Mr. Thomas informed Mr. Eazor that Windstream would likely submit an indication of interest to EarthLink by October 6, 2016 for a strategic combination of the two companies. Mr. Eazor promptly informed the other members of the EarthLink Board of this development, which scheduled a telephonic board meeting for October 7, 2016 in anticipation of receiving Windstream’s indication of interest by October 6.

On October 5, 2016, the Windstream Board met with Windstream management to discuss a potential strategic combination transaction with EarthLink and feedback from the management meetings. The Windstream Board reviewed and considered proposed terms of an indication of interest to provide to EarthLink, which included a fixed exchange ratio, a potential cash component, a customary termination fee, no financing condition and an opportunity for EarthLink to designate one individual to the

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Windstream Board, and engaged in a discussion regarding the proposed pro forma dividend policy of the combined company. The Windstream Board also evaluated the potential transaction in light of Windstream’s net operating losses and its ability to finance a transaction with EarthLink, including the repayment or replacement of EarthLink’s existing indebtedness.

Following the October 5 Windstream Board meeting, Mr. Thomas sent Mr. Eazor Windstream’s non-binding preliminary indication of interest (which we refer to as Windstream’s October 5 proposal). Windstream’s October 5 proposal contemplated a merger between the two companies in which each share of EarthLink common stock would be exchanged for 0.7 shares of Windstream common stock (which implied a 12.9% premium to EarthLink’s 10-day average exchange ratio of 0.62x), which could include some per share portion in cash, with the final amount of any cash consideration to be determined in Windstream’s discretion. In addition to the amount of proposed merger consideration, the proposal contemplated the following key terms: (1) a non-solicitation covenant restricting EarthLink’s ability to solicit alternative transactions and a termination fee in the amount of $35 million to be payable by EarthLink to Windstream to accept a superior alternative, but also a “force the vote” provision requiring EarthLink to submit the merger agreement with Windstream to a vote of EarthLink stockholders even if the EarthLink Board changed its recommendation; (2) the absence of any financing condition to Windstream’s obligation to consummate the proposed transaction; (3) one EarthLink director would be appointed to the Windstream Board at closing; and (4) an approximately 30-day pre-signing exclusive negotiation period for Windstream to complete due diligence and negotiate definitive transaction agreements. In delivering the proposal, Mr. Thomas highlighted some of the reasons for EarthLink to consider a potential combination, including that the two companies could create more value together than apart, that EarthLink stockholders would own approximately 45% of the combined company, that substantial synergies would be expected from the combination and that the amount of the dividend currently paid to EarthLink stockholders would likely increase following the transaction.

Over the next several days, Windstream management continued due diligence reviews of EarthLink, and on October 7, 2016, with the guidance of the Windstream Board, engaged J.P. Morgan Chase & Co. (which we refer to in this joint proxy statement/prospectus as J.P. Morgan) to serve as its financial advisor on the potential transaction. J.P. Morgan was engaged because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the proposed transaction and has routinely provided Windstream with strategic and industry related advice. Based on J.P. Morgan’s lack of any disclosed potential conflicts of interest, familiarity with Windstream and Windstream’s business and qualifications, Windstream determined that J.P. Morgan was qualified to serve as its independent financial advisor.

On October 7, 2016, the EarthLink Board met telephonically to discuss Windstream’s October 5 proposal with EarthLink’s senior management and representatives of Foros and Troutman Sanders. During the course of this meeting, the attendees first received a presentation from management reviewing the directors’ consideration of strategic alternatives to date, including the proposed transaction with Windstream and alternative business combinations EarthLink had considered but which were not completed. Mr. Eazor also provided an overview of Windstream’s business based on the October 4 management meeting and discussed his views of the potential benefits of a transaction with Windstream, including the increased scale that could be added to EarthLink’s business units, the more extensive nationwide network for EarthLink’s products that could result from a combination, the potential improvement in “on-net” services and resulting cost advantages, and the substantial synergies that could be created in such a transaction. During this meeting, representatives of Foros also reviewed with the EarthLink Board certain financial aspects of Windstream’s October 5 proposal and a preliminary financial analysis of the combined business. After discussion and consultation with its advisors, the

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EarthLink Board determined that, while Windstream’s October 5 proposal was inadequate and that accepting it would not be in the best interests of EarthLink’s stockholders, it was sufficiently attractive to warrant continued discussions and negotiations with Windstream regarding a potential business combination. In this regard, the EarthLink Board continued to acknowledge EarthLink’s competitive challenges as a stand-alone entity but also believed that in light of EarthLink’s improved financial performance and stronger balance sheet, EarthLink could negotiate more favorable transaction terms with Windstream that would be in the best interests of EarthLink’s stockholders. The EarthLink Board directed management to work together with Foros to propose for the directors’ review and consideration a counterproposal to Windstream and to present that counterproposal to the EarthLink Board at a future meeting. The EarthLink Board also determined, based in part on the views expressed by management and the representatives of Foros regarding the company’s previous outreach efforts and discussions with other parties as well as other factors relating to the M&A environment generally, not to direct Foros or management to contact or solicit alternative potential counterparties at that time. Among other things, the EarthLink Board concluded based on input from management and its advisors that there likely were no alternative counterparties that were currently interested in and financially capable of acquiring EarthLink and that, even if there were such counterparties, Windstream’s October 5 proposal contemplated EarthLink’s ability to negotiate with respect to and potentially accept unsolicited superior proposals. However, the EarthLink Board also decided not to grant Windstream’s request for a 30-day exclusive negotiation period, and directed Foros and management to reject that aspect of Windstream’s proposal.

During the October 7 EarthLink Board meeting, the representative of Troutman Sanders also reviewed with the members of the EarthLink Board their fiduciary duties as directors of a Delaware corporation in considering the proposed transaction. In connection with that review, the EarthLink Board considered and discussed Foros’s qualifications to continue to serve as EarthLink’s independent financial advisor in connection with the proposed transaction with Windstream. Based on Foros’s lack of any disclosed potential conflicts of interest, substantial experience in transactions similar to the proposed transaction, reputation in the investment community and familiarity with EarthLink and EarthLink’s business, the EarthLink Board determined that Foros remained qualified to serve as its independent financial advisor. During this discussion, the EarthLink Board also discussed the advisability of engaging a second independent financial advisor in light of the significance of the proposed transaction to EarthLink, its business and its stockholders and directed management to contact Goldman, Sachs & Co. (which we refer to in this joint proxy statement/prospectus as Goldman Sachs) regarding a potential engagement, and EarthLink ultimately engaged Goldman Sachs as an additional financial advisor. The EarthLink Board determined to contact and engage Goldman Sachs because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the proposed transaction. Goldman Sachs also informed EarthLink that it had concluded that, in its opinion, nothing would limit its ability to fulfill its responsibilities as financial advisor to EarthLink in connection with the contemplated transaction. The EarthLink Board considered disclosures made by Goldman Sachs to EarthLink and made an independent determination that Goldman Sachs was qualified to serve as the EarthLink Board’s independent financial advisor. Additionally, the representative from Troutman Sanders led the EarthLink Board in a discussion regarding the company’s publicly disclosed change in control arrangements and other compensation matters with EarthLink’s officers and directors that would be affected by a transaction with Windstream. Following these discussions, the EarthLink Board scheduled another telephonic meeting for October 10, 2016 to review and consider a proposed counterproposal to Windstream’s October 5 proposal.

In advance of the October 10 EarthLink Board meeting, EarthLink management provided the EarthLink Board the Windstream management presentation that was presented to EarthLink management at the October 4 meeting in Atlanta. At the telephonic board meeting held on October 10, with members of management and representatives of Foros and Troutman Sanders present, the EarthLink Board again reviewed the financial aspects of Windstream’s October 5 proposal and a proposed counterproposal. After discussion and consultation with its advisors, the EarthLink Board directed Mr. Eazor to deliver

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a counterproposal (which we refer to as EarthLink’s October 10 proposal) to Windstream. EarthLink’s October 10 proposal contemplated the following key revisions to Windstream’s October 5 proposal: (1) an increase in the exchange ratio from 0.7 to 0.8 shares of Windstream common stock for each share of EarthLink common stock and for any cash consideration to be “mutually agreed” upon by the parties; (2) a reduction of the termination fee to be paid by EarthLink to accept an unsolicited superior proposal from $35 million to $25 million; (3) removal of the “force the vote” requirement if the EarthLink Board were to change its recommendation regarding the proposed transaction; (4) an increase in the number of EarthLink directors to be appointed to the combined company’s board from one to not less than one-third of the total board size; (5) payment of a special dividend to EarthLink stockholders immediately prior to closing equalizing (after giving effect to the exchange ratio) the per share dividends received by EarthLink and Windstream stockholders between signing and closing pursuant to the companies’ respective existing dividend policies; (6) the parties must mutually agree before signing upon the dividend policy for the combined company; and (7) rejection of Windstream’s request for a 30-day exclusive negotiation period. During the meeting, the attendees also discussed engaging, and ultimately engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP (which we refer to in this joint proxy statement/prospectus as Paul, Weiss) as special legal counsel in connection with the transaction. The EarthLink Board determined to engage Paul, Weiss based on its experience, qualifications and reputation in advising public companies in transactions of the kind contemplated by Windstream’s October 5 proposal.

Following the October 10 EarthLink Board meeting, Mr. Eazor sent EarthLink’s October 10 proposal to Mr. Thomas.

On October 11, 2016, the Windstream Board met to discuss EarthLink’s October 10 proposal. After evaluating, among other things, the terms of EarthLink’s counterproposal, as well as the advice of its financial and legal advisors, the Windstream Board authorized management to engage in further negotiations and additional diligence activities with EarthLink to determine if Windstream and EarthLink could reach agreement on the terms of a proposed business combination. The Windstream Board also authorized management to deliver a revised proposal to EarthLink (which we refer to as Windstream’s October 11 proposal) that included: (1) a 0.75 exchange ratio; (2) increased the potential cash component up to $1.00 per share of EarthLink common stock at the discretion of Windstream; (3) a termination fee payable by EarthLink upon entering into a superior proposal in the amount of $35 million, with no “force the vote” requirement; (4) up to three directors to be appointed to the combined company’s board by EarthLink and with the combined company’s board size to be set at twelve directors; and (5) maintenance of Windstream’s existing $0.60 per share dividend policy following the transaction, at the discretion of the Windstream Board.

On October 12, 2016, the EarthLink Board held a telephonic meeting to discuss Windstream’s October 11 proposal. Members of EarthLink’s senior management and representatives of Foros, Paul, Weiss and Troutman Sanders were present at the meeting. EarthLink’s senior management and the representatives of Foros discussed with the directors various financial aspects of Windstream’s October 11 proposal, including the companies’ respective financial profiles, a relative contribution analysis and an analysis at various exchange ratios. In addition, EarthLink’s management discussed the necessary due diligence to fully evaluate the potential benefits and considerations of the proposed transaction, including its recommendation to engage Ernst & Young LLP (which we refer to in this joint proxy statement/prospectus as EY) to assist with due diligence relating to accounting and tax matters. Following these discussions, the EarthLink Board directed management to continue its due diligence and to engage EY as recommended. The EarthLink Board also determined after discussion and consultation with its advisors that Windstream’s October 11 proposal remained inadequate and directed management

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to send a revised counterproposal (which we refer to as EarthLink’s October 12 proposal) contemplating: (1) that the exchange ratio be in the range of 0.75 to 0.8 shares of Windstream common stock per share of EarthLink common stock and subject to continuing negotiation; (2) that any additional cash consideration be in an amount agreed to by EarthLink prior to signing; (3) that the amount of the termination fee payable by EarthLink be in a range of $25 million to $35 million and subject to continuing negotiation; (4) clarification that the EarthLink Board would be free to change its recommendation or terminate the merger agreement to accept an unsolicited superior proposal; (5) that the number of EarthLink directors appointed to the combined company’s board of directors be in the range of three to four and subject to continuing negotiation; and (6) that EarthLink stockholders receive a special dividend at closing to equalize the per share dividend differential paid to EarthLink and Windstream stockholders between signing and closing.

Following the EarthLink Board meeting on October 12, Mr. Eazor provided EarthLink’s October 12 proposal to Mr. Thomas. After discussion of the revised term sheet and the parties’ respective determinations that the broad terms of the proposal were sufficiently compelling to continue negotiations, the parties made available their respective electronic data rooms and commenced due diligence of non-public materials. Thereafter and continuing until the execution of the merger agreement on November 5, 2016, the management teams of Windstream and EarthLink, together with their respective financial, legal and accounting advisors, performed reciprocal due diligence reviews through a series of in-person and telephonic discussions and review of publicly available information and non-public information made available by each party.

During the week of October 17, 2016, EarthLink and Windstream management, along with representatives of Foros, Goldman Sachs, EY and J.P. Morgan held numerous in person and telephonic due diligence meetings, including in-person meetings on October 18, 19 and 20 in Atlanta.

The EarthLink Board met telephonically on October 21, 2016 with representatives of management, Foros, Goldman Sachs, Paul, Weiss and Troutman Sanders present. At the meeting, EarthLink management provided an update on the status of ongoing due diligence of each party’s respective businesses and analysis of the potential synergies to be realized in the proposed transaction. The representatives of Foros then discussed with the EarthLink Board an updated preliminary analysis of the combined company. A representative of Paul, Weiss provided a detailed overview of the EarthLink directors’ fiduciary duties and legal standards applicable to their decisions and actions with respect to their evaluation of the proposed transaction and answered questions regarding certain expected terms of the draft merger agreement based on the preliminary proposals exchanged between the parties from October 5 through 12, including, among others, EarthLink’s ability to consider, negotiate and enter into unsolicited superior proposals after signing an agreement with Windstream and the termination fee payable by EarthLink to Windstream to accept such a superior proposal.

The parties continued to perform due diligence throughout the week of October 24, 2016, including analysis of Windstream’s available financing for a transaction.

On October 24, 2016, Windstream’s legal advisor, Skadden, Arps, Slate, Meagher & Flom LLP (which we refer to in this joint proxy statement/prospectus as Skadden), provided an initial draft of a proposed merger agreement to Paul, Weiss. Also on October 24, Windstream contacted Barclays Capital Inc. (which we refer to in this joint proxy statement/prospectus as Barclays) to evaluate the fairness to Windstream of the exchange ratio with respect to the possible transaction with EarthLink. Barclays was engaged because of its familiarity with Windstream and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as its substantial experience in transactions comparable to the proposed transaction.

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On October 26, 2016, the EarthLink Board met in person for a regularly scheduled meeting, which was attended in person by representatives of management, Foros, Goldman Sachs and Troutman Sanders and telephonically by representatives of Paul, Weiss. During the meeting, the EarthLink directors, members of management and their advisors again discussed the status of negotiations, including due diligence, with Windstream and the strategic rationale of the proposed transaction. In connection with that discussion, the representatives from each of Foros and Goldman Sachs discussed with the EarthLink Board various financial aspects of the proposed transaction. A representative of Paul, Weiss also reviewed with the EarthLink Board key issues raised by the first draft of the proposed merger agreement, including most notably that the exchange ratio and amount of additional cash to be paid as merger consideration remained subject to continuing negotiation; the absence of committed financing or any representations or covenants as to Windstream’s availability of funds pre-closing to consummate the transactions contemplated by the draft proposed merger agreement, including primarily to repay or otherwise discharge EarthLink’s outstanding indebtedness, and the related absence of any termination fee payable by Windstream to EarthLink if Windstream failed to consummate the proposed transaction when required under the proposed merger agreement, whether due to its inability to obtain financing or otherwise; the limited scope of Windstream’s interim operating restrictions covenants; and the absence of any non-solicitation covenant applicable to Windstream between signing and closing. At the conclusion of the foregoing discussions and in consultation with its advisors, the EarthLink Board directed management and its independent financial and legal advisors to continue due diligence and negotiation efforts, stressing the importance of obtaining (1) Windstream’s acceptance of the 0.8 exchange ratio EarthLink had proposed, (2) effective assurances regarding Windstream’s availability of funds and (3) reciprocal interim operating and non-solicitation covenants applicable to Windstream. The EarthLink Board also discussed the advisability of meeting Mr. Thomas in person.

Mr. Eazor spoke with Mr. Thomas the following day to relay the key open issues identified by the EarthLink Board and to request a meeting between Mr. Thomas and the EarthLink Board, which was subsequently scheduled for November 2, 2016 in Atlanta. Later in the day on October 27, Paul, Weiss sent a revised version of the proposed merger agreement to Skadden, which among other things addressed the key issues identified by EarthLink Board at its October 26 meeting, including providing for reciprocal interim operating and non-solicitation covenants, a covenant requiring Windstream to keep sufficient funds available in a segregated account between signing and closing to be used solely in connection with consummating the proposed transaction and a termination fee to be payable by Windstream to EarthLink if Windstream breached that covenant or otherwise failed to close when required under the proposed merger agreement.

Messrs. Eazor and Thomas spoke several times on October 29, 2016 regarding the terms of the proposed transaction. In the last of these conversations on October 29, Mr. Thomas informed Mr. Eazor that Windstream would agree to an all-stock transaction at an exchange ratio of 0.8. Also on October 29 and again on October 30, Windstream’s and EarthLink’s respective chief financial officers had a number of discussions regarding Windstream’s financing plans for the proposed transaction, the availability of funds under its existing credit facility and whether Windstream would be willing to agree to keep sufficient funds available in a segregated account between signing and closing and to be used solely in connection with the consummation of the proposed transaction.

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On October 31, 2016, Skadden sent a revised draft of the proposed merger agreement to Paul, Weiss. Among other things, this revised draft provided for an all-stock transaction at a 0.8 exchange ratio, Windstream to maintain available funds at all times until closing to consummate the proposed transaction taking into account availability under its credit facility and without requiring that such funds be maintained in a segregated account, Windstream to pay a termination fee in the amount of $35 million if it failed to close when required and various limitations and restrictions on EarthLink’s ability to grant employee compensation between signing and closing, including a prohibition on granting any equity compensation.

Later in the day on October 31, the EarthLink Board held a telephonic meeting, also attended by representatives from management, EY, Foros, Goldman Sachs, Paul, Weiss and Troutman Sanders. During the meeting, management updated the EarthLink Board regarding its due diligence review of Windstream. EY also reported to the Board regarding its review of Windstream accounting and tax matters. Representatives of Paul, Weiss and the financial advisors discussed with the EarthLink Board remaining material open items in the revised draft of the proposed merger agreement. After discussion and consultation with its advisors, the EarthLink Board directed Paul, Weiss to continue its negotiation efforts to obtain greater certainty from Windstream regarding its contractual obligations to keep funds available to consummate the proposed transaction, a larger termination fee payable by Windstream if it breached its financing or closing obligations, and greater flexibility regarding EarthLink’s ability to issue equity and other compensation to employees between signing and closing.

Thereafter, representatives of Windstream’s and EarthLink’s respective management teams, Skadden and Paul, Weiss held several discussions on October 31 and November 1, 2016 regarding the open issues in the revised draft of the proposed merger agreement. On November 1, Messrs. Eazor and Thomas also discussed these open issues.

On November 1, 2016, Windstream reviewed Barclays’ disclosure regarding conflicts, which Windstream determined did not indicate any material conflicts in connection with the proposed transaction with EarthLink. Windstream executed an engagement letter with Barclays for the purpose of Barclays’ evaluating the fairness to Windstream of the exchange ratio with respect to the possible transaction with EarthLink on a non-contingent fee basis.

On November 2, 2016, Paul, Weiss sent a revised version of the proposed merger agreement to Skadden.

Later in the day on November 2, the EarthLink Board met in person in Atlanta with representatives from management, Foros and Goldman Sachs in attendance and representatives from Goldman Sachs, Paul, Weiss and Troutman Sanders participating by phone. During the meeting, Mr. Eazor updated the directors on the status of negotiations regarding the remaining open issues in the proposed merger agreement, including EarthLink’s proposal that, if Windstream failed to satisfy its financing covenant or failed to close when required, EarthLink would be entitled to terminate the agreement and demand a $70 million termination fee as well as sue for any additional damages it suffered above $70 million. The representatives of Foros and Goldman Sachs also discussed with the EarthLink Board various financial aspects of the proposed transaction. Mr. Thomas then joined the meeting and met in executive session with the non-management members of the EarthLink Board. During this portion of the meeting, Mr. Thomas discussed with the EarthLink directors his background and information regarding strategy, synergies, integration planning and financing plans. At the conclusion of that discussion, Mr. Thomas left the meeting and Mr. Eazor rejoined the meeting. The EarthLink Board then again discussed the key

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open issues in the proposed merger agreement. A representative from Troutman Sanders also discussed with the EarthLink Board information regarding the interests of EarthLink’s officers and directors in the proposed transaction resulting from publicly-disclosed change in control arrangements.

Following the meeting, Messrs. Eazor and Thomas met in person and discussed the status of the potential transaction. Later in the day on November 2, representatives of Windstream’s and EarthLink’s respective management teams, Skadden and Paul, Weiss again met by phone to discuss the remaining open issues in the proposed merger agreement, including Windstream’s financing covenant, the related termination fee to be payable by Windstream and other remedies available to EarthLink if Windstream breached that covenant or failed to close when required, and employee compensation and retention matters.

On November 3, 2016, representatives of Windstream’s and EarthLink’s respective management teams, Skadden and Paul, Weiss exchanged drafts of the merger agreement and held extensive discussions regarding the remaining open issues in the proposed merger agreement, after which Paul, Weiss sent another revised draft of the proposed merger agreement to Skadden, reflecting the parties’ agreement (subject to their respective boards’ approval) on the outstanding open issues, including, among other items, Windstream’s agreement to maintain through closing available funds necessary to consummate the proposed transaction, taking into account Windstream’s unrestricted cash, availability under its credit facility, the proceeds of any subsequent borrowings or financings permitted by the agreement and incurred for the primary purpose of consummating the proposed transaction and any commitment letter issued by a financing source for the primary purpose of providing funds to finance the proposed transaction in form and substance reasonably acceptable to EarthLink; EarthLink’s right to terminate the agreement if Windstream breaches that covenant or fails to close when required and, in connection with such termination, elect either to receive a termination fee payable by Windstream in the amount of $70 million or to pursue an action for damages; and sufficient flexibility regarding EarthLink’s ability to issue equity and other compensation to employees between signing and closing.

On the evening of November 3, 2016, Mr. Eazor contacted Mr. Thomas to discuss his concern that the implied transaction premium based on the proposed exchange ratio had decreased to low single digits based on each company’s respective stock price. Messrs. Eazor and Thomas agreed to continue to monitor each company’s respective stock price and to discuss further after the market closed on November 4, 2016.

On November 3, 2016, a reporter from Reuters contacted each of the corporate communications teams of the parties, as well as certain of the parties’ respective advisors, seeking comment on reports of a potential transaction between the two companies. Although neither company nor any of their representatives provided any comment, Reuters published an article on the morning of November 4, 2016, indicating that the two companies were in discussions with respect to a potential transaction.

On November 4, 2016, the Windstream Board held its regularly scheduled quarterly meeting, with representatives of J.P. Morgan, Barclays and Skadden participating. At the meeting, members of Windstream senior management reviewed with the Windstream Board certain aspects of the proposed transaction and the other matters described below under “—Windstream’s Reasons for the Mergers; Recommendation of Windstream’s Board of Directors.” A representative of Skadden summarized the status of negotiations with respect to the proposed merger agreement, including a detailed discussion of the terms of the proposed transaction. The Skadden representative further advised the Windstream Board regarding certain considerations under Delaware law pertaining to the duties of a board of directors in connection with the evaluation of a business combination. Representatives of J.P. Morgan and Barclays reviewed with the Windstream Board their respective financial analyses of the 0.80 exchange ratio. The Windstream Board also discussed the intraday trading levels of each party and the likelihood that EarthLink may request an adjustment to the exchange ratio.

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Following these presentations, and after further discussion and consideration, the Windstream Board approved the merger agreement on the terms presented. The Windstream Board recommended that Windstream issue shares of Windstream common stock to EarthLink stockholders in connection with the merger and that such recommendation be submitted to the Windstream stockholders for their approval in accordance with NASDAQ Listing Rules. The Windstream Board also unanimously approved an amendment to the Windstream charter to increase its authorized common stock from 166,666,667 shares to 375,000,000 shares to provide sufficient shares of Windstream common stock to issue in the transaction, subject to Windstream stockholder approval. The Windstream Board also unanimously recommended that the Windstream stockholders vote “FOR” the adoption of the Windstream charter amendment and “FOR” the approval of the Windstream stock issuance.

During the day on November 4, Mr. Eazor called Mr. Thomas to express concern regarding the proposed 0.8 exchange ratio in light of the market’s reaction to the Reuters publication and requested that Windstream increase the proposed exchange ratio. EarthLink common shares closed on November 4, 2016 at $6.22 per share, a 14.8% increase over the closing price per share of EarthLink common stock on November 3, 2016.

After market close on November 4, the EarthLink Board met telephonically, with representatives from management, Foros, Goldman Sachs, Paul, Weiss and Troutman Sanders in attendance. At the meeting, Mr. Eazor again reviewed with the attendees the strategic rationale for the proposed transaction and the company’s prior consideration of strategic alternatives as well as the substantial progress that had been made on the proposed merger agreement since the EarthLink Board’s November 2, 2016 meeting. He also informed the attendees of his discussions with Mr. Thomas during the day regarding proposed changes to the exchange ratio. Following that discussion, a representative from Paul, Weiss again reviewed with the EarthLink directors their fiduciary duties with respect to their evaluation of the proposed transaction and provided a detailed overview of the terms of the draft merger agreement and related documents. The representatives from Foros next reviewed with the EarthLink Board Foros’s financial analysis of the proposed transaction. The EarthLink Board, management and the EarthLink Board’s legal and financial advisors then again discussed the renewed negotiations regarding the proposed exchange ratio.

Following the EarthLink Board meeting, Mr. Eazor contacted Mr. Thomas to discuss the significant increase in EarthLink’s stock price since the publication of news reports of the potential merger and requested that Windstream increase the proposed exchange ratio to reflect the premium expected by EarthLink’s stockholders. Throughout the evening, each company’s respective advisors discussed the terms of the proposed transaction and possible methods of, and merits to, increasing the transaction consideration, including additional cash consideration, paying EarthLink stockholders a special dividend or increasing the exchange ratio. After further discussion and analysis, the management teams of both parties agreed to present to their boards for approval an increase in the proposed exchange ratio to 0.818 Windstream shares for each EarthLink share. Based upon this further revised exchange ratio, it is estimated that, upon the closing of the mergers, existing Windstream stockholders will own approximately 51% of the outstanding shares of Windstream and former EarthLink stockholders will own approximately 49% of the outstanding shares of Windstream. Each party's ownership percentages of the combined company were negotiated on the basis of Windstream's and EarthLink's respective equity values as of September 30, 2016 and reflect Windstream's desire to deliver a premium on the price per share of EarthLink common stock to be paid to EarthLink stockholders in the merger. Although Windstream is a larger company than EarthLink, it has higher leverage than EarthLink, which makes the equity values of each company similar.

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On November 5, 2016, the Windstream Board held a special meeting to discuss the revised transaction terms with representatives of Barclays and Skadden. Management discussed with the Windstream Board the negotiations with EarthLink over the previous 24 hours. In addition, representatives of Barclays reviewed with the board its financial analysis of the revised exchange ratio and delivered to the Windstream Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated November 5, 2016, a copy of which is attached as Annex D to this joint proxy statement/prospectus, to the effect that, as of November 5, 2016 and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the exchange ratio to be paid by Windstream was fair to Windstream, from a financial point of view. Following these presentations, and after further discussion and consideration, the Windstream Board unanimously determined that the transaction was advisable, and that it is in the best interests of Windstream and its stockholders to enter into the merger agreement on the revised terms presented to the Windstream Board.

The EarthLink Board also held a telephonic meeting on the morning of November 5, 2016, along with representatives from management, Foros, Goldman Sachs, Paul, Weiss and Troutman Sanders. Mr. Eazor first reported the outcome of the prior evening’s negotiations and Windstream’s agreement to increase the exchange ratio to 0.818. The representative of Paul, Weiss then again discussed with the EarthLink Board their fiduciary duties in evaluating the proposed transaction and the final terms of the proposed merger agreement. Representatives of Foros reviewed with the EarthLink Board Foros’s financial analyses of the exchange ratio and delivered to the EarthLink Board an opinion, dated November 5, 2016, to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and other matters set forth therein, the exchange ratio was fair, from a financial point of view, to the holders of EarthLink common stock, which is summarized in the section entitled “—Opinions of EarthLink’s Financial Advisors—Foros Securities LLC” beginning on page 71 of this joint proxy statement/prospectus. Representatives of Goldman Sachs next reviewed with the EarthLink Board Goldman Sachs’s financial analyses of the exchange ratio and delivered to the EarthLink Board an opinion, dated November 5, 2016, to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and other matters set forth therein, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders (other than Windstream and its affiliates) of the outstanding shares of EarthLink common stock, which is summarized in the section entitled “—Opinions of EarthLink’s Financial Advisors—Goldman, Sachs & Co.” beginning on page 81 of this joint proxy statement/prospectus. After further discussion and consultation with their advisors, including consideration of the factors described in the section entitled “—EarthLink’s Reasons for the Mergers; Recommendation of EarthLink’s Board of Directors” beginning on page 66 of this joint proxy statement/prospectus, the EarthLink Board unanimously determined that the proposed merger agreement, the mergers and the other transactions contemplated by the merger agreement are fair to and in the best interests of EarthLink and its stockholders and unanimously approved and declared advisable the merger agreement, the mergers and the other transactions contemplated by the merger agreement. The EarthLink Board also directed the officers of the company to execute and deliver to Windstream and thereafter to cause EarthLink to perform the merger agreement, resolved that the merger agreement be submitted to the EarthLink stockholders for their approval and recommended that the EarthLink stockholders vote “FOR” the adoption of the merger agreement and “FOR” the compensation proposal.

Later on November 5, Mr. Eazor executed and delivered the merger agreement on behalf of EarthLink and Mr. Thomas executed and delivered the merger agreement on behalf of Windstream. For a discussion of the merger agreement, see the section entitled “The Merger Agreement” beginning on page 124 of this joint proxy statement/prospectus.

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Prior to the opening of the U.S. financial markets on November 7, 2016, Windstream and EarthLink issued a joint press release announcing the execution of the merger agreement and the proposed combination.

EarthLink’s Reasons for the Mergers; Recommendation of EarthLink’s Board of Directors

In evaluating the merger agreement and the mergers, the EarthLink Board consulted with and received the advice of EarthLink’s management and legal and financial advisors and, in reaching its decision at its meeting on November 5, 2016 to approve the merger agreement and the transactions contemplated by the merger agreement and to recommend that EarthLink’s stockholders vote “FOR” the merger proposal, the EarthLink Board considered a number of factors in respect of the mergers, including, but not limited to, the following (not necessarily in order of relative importance):

Merger Consideration

Strategic Considerations

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Synergies and NOLs

Ability to Participate in Future Appreciation and Dividends

Board Representation

Financial Advisors’ Opinions

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Alternatives

High Likelihood of Completion

Termination Fee and Expense Reimbursement

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The EarthLink Board also considered a number of potential risks and uncertainties in its deliberations concerning the mergers and the other transactions contemplated by the merger agreement, including, but not limited to, the following (not necessarily in order of relative importance):

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The EarthLink Board concluded that these potential risks and uncertainties were outweighed by the benefits that the EarthLink Board expected EarthLink and its stockholders to achieve as a result of the mergers. The EarthLink Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

In addition to considering the factors described above, the EarthLink Board considered that some officers and directors of EarthLink have interests in the mergers as individuals that are in addition to, and that may be different from, the interests of EarthLink stockholders generally (see “— Interests of EarthLink Directors and Officers in the Mergers” beginning on page 110 of this joint proxy statement/prospectus).

The above discussion of the material factors considered by the EarthLink Board in its consideration of the mergers and the transactions contemplated by the merger agreement is not intended to be exhaustive, but does set forth the principal factors considered by the EarthLink Board. In light of the number and wide variety of factors considered in connection with the evaluation of the mergers, the EarthLink Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its final decision. The EarthLink Board viewed its position as being based on all of the information available to it and the factors presented to and considered by it. However, some directors may themselves have given different weight to different factors. The factors, potential risks and uncertainties contained in this explanation of EarthLink’s reasons for the mergers

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and other information presented in this section contain information that is forward-looking in nature and, therefore, should be read in light of the factors discussed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 34 of this joint proxy statement/prospectus.

Opinions of EarthLink’s Financial Advisors

Foros Securities LLC

Foros delivered to the EarthLink Board an opinion, dated November 5, 2016, to the effect that, as of that date and based upon and subject to assumptions, limitations, qualifications and other matters set forth therein, the exchange ratio was fair, from a financial point of view, to the holders of EarthLink common stock.

The full text of the Foros written opinion to the EarthLink Board, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection therewith, is attached as Annex B to this joint proxy statement/prospectus. Foros provided its opinion to the EarthLink Board for the benefit and use of the EarthLink Board (in its capacity as such) in connection with and for purposes of the EarthLink Board’s evaluation of the mergers. Foros’s opinion does not address any other aspect of the mergers and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the mergers or any other matter.

In connection with rendering its opinion, Foros:

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In arriving at its opinion, Foros assumed and relied upon, without independent verification, the accuracy and completeness of all of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Foros, including without limitation the Windstream Projections, EarthLink Projections and synergies, and relied upon the assurances of the managements of EarthLink and Windstream that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Windstream Projections, Foros assumed, at the direction of the EarthLink Board and without independent verification, that such forecasts had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Windstream as to the future financial performance of Windstream, and, at the direction of the EarthLink Board, Foros relied upon the Windstream Projections for purposes of its analysis. With respect to the EarthLink Projections, Foros assumed, at the direction of the EarthLink Board and without independent verification, that such forecasts had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of EarthLink as to the future financial performance of EarthLink. With respect to the synergies, Foros assumed, at the direction of the EarthLink Board and without independent verification, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of EarthLink as to the matters covered thereby, and Foros assumed, at the direction of the EarthLink Board and without independent verification, that the synergies would be realized in the amounts and at the times projected.

Foros did not make, and was not provided with, any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of EarthLink or Windstream, nor did Foros make any physical inspection of the properties or assets of EarthLink or Windstream. Foros did not evaluate the solvency or fair value of EarthLink, Windstream or the combined company under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Foros assumed, at the direction of the EarthLink Board, that the mergers would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the mergers, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on EarthLink or Windstream or the contemplated benefits of the mergers. Foros also assumed, at the direction of the EarthLink Board, that the mergers would qualify for federal income tax purposes as a reorganization under the provisions of Section 368(a) of the Code.

Foros expressed no view or opinion as to any terms or other aspects of the mergers (other than the exchange ratio to the extent expressly specified therein), including, without limitation, the form or structure of the mergers. Foros was not authorized by EarthLink or the EarthLink Board to solicit, and did not solicit, interest or proposals from third parties regarding a possible acquisition of all or any part of EarthLink or any alternative transaction. Foros’s opinion was limited to the fairness, from a financial point of view, to holders of EarthLink common stock of the exchange ratio, and no opinion or view was expressed with respect to any consideration received in connection with the mergers by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the mergers, or class of such persons relative to the exchange ratio or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the mergers in comparison to other strategies or transactions that might be available to EarthLink or in which EarthLink might engage or as to the underlying business decision of EarthLink to proceed with or effect the mergers. Foros did not express any opinion as to what the value of Windstream common stock actually would be when issued or the prices at which Windstream common stock would trade at any time, including following announcement or consummation of the mergers.

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Foros’s opinion was not intended to be, and does not constitute, a recommendation to members of the EarthLink Board as to whether they should approve the mergers or the merger agreement, and Foros expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the mergers or any related matter.

Foros’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as they existed and could be evaluated on, and the information made available to Foros as of, the date of its opinion. It should be understood that subsequent developments may affect Foros’s opinion, and Foros does not have any obligation to update, revise or reaffirm its opinion. The issuance of Foros’s opinion was approved by Foros’s Opinion Committee.

The following represents a summary of the material financial analyses presented by Foros to the EarthLink Board in connection with Foros’s opinion. The order of the analyses described does not represent the relative importance or weight given by Foros to those analyses. The financial analyses summarized below include information presented in tabular format. The tables must be read together with the full text of each summary and are not alone a complete description of Foros’s financial analyses. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Foros. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 3, 2016, which was the last full trading day prior to a published article describing rumors about a possible transaction between EarthLink and Windstream, and is not necessarily indicative of current market conditions. Furthermore, any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below.

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Foros also reviewed the exchange ratios implied by the market prices of EarthLink common stock and Windstream common stock obtained by dividing the closing per share price of EarthLink common stock by the closing per share price of Windstream common stock for selected dates and for selected periods (including since the spin off by Windstream of assets into a real estate investment trust on April 27, 2015 (which we refer to as the REIT Spin Off), and since Windstream announced fourth quarter and full year 2015 earnings on February 25, 2016) and noted the following implied exchange ratios, as compared to the implied exchange ratio as of November 3, 2016, which was the last full trading day prior to a published article describing rumors about a possible transaction between EarthLink and Windstream:

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Selected Publicly Traded Companies Analysis

Foros reviewed and compared certain financial information, ratios and multiples for EarthLink and Windstream to corresponding financial information, ratios and public market multiples for certain publicly traded telecommunications companies (which we refer to in this section of this joint proxy statement/prospectus as the Selected Companies). The Selected Companies are as follows:

Selected Companies

Foros calculated and compared various financial multiples and ratios based on closing market share prices and other publicly available historical financial data for the Selected Companies, EarthLink and Windstream, and selected Wall Street research, FactSet and public filings and, with respect to EarthLink and Windstream, the EarthLink Projections and the Windstream Projections.