Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
WINDSTREAM PARENT, INC.
INDEX TO FINANCIAL STATEMENTS
Page No.
Audited Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
7
Balance Sheet
8
Notes to Balance Sheet
9
6
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholder of Windstream Parent, Inc.
Opinion on the Financial Statement – Balance Sheet
We have audited the accompanying balance sheet of Windstream Parent, Inc. (the “Company”) as of December 31, 2024, including the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of this financial statement in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statement that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the financial statement and (ii) involved our especially challenging, subjective, or complex judgments. We determined there are no critical audit matters.
/s/ PricewaterhouseCoopers LLP
Little Rock, Arkansas
March 24, 2025
We have served as the Company’s auditor since 2024.
7
Table of Contents
WINDSTREAM PARENT, INC.
BALANCE SHEET
December 31, 2024
Assets:
Total Assets
$
—
Commitments and Contingencies (See Note 1)
Shareholder Equity:
Shares subscription receivable from New Windstream LLC
( 1 )
Common shares, $ .01 par value, 100 shares authorized, issued and outstanding
1
Total Shareholder Equity
$
—
See accompanying notes to the balance sheet.
8
Table of Contents
1. Description of Business:
Windstream Parent, Inc. (the “Company”), a Delaware corporation, is an indirect wholly owned subsidiary of Windstream Holdings II, LLC (“Windstream”). Windstream is a privately held Delaware limited liability company with no publicly registered debt or equity securities. The Company was formed on April 19, 2024 for the purpose of completing the merger of Windstream and Uniti Group, Inc. (“Uniti”), pursuant to the Agreement and Plan of Merger, dated as of May 3, 2024, by and between Windstream and Uniti (the “Merger Agreement”). Prior to closing of the merger, Windstream will undergo an internal reorganization and will (a) merge with and into a newly formed Delaware limited liability company (“New Windstream LLC”), with New Windstream LLC as the surviving entity of such merger and (b) the Company becoming the ultimate parent company of New Windstream LLC (as successor to Windstream) and changing its name to New Uniti. Following the pre-closing Windstream reorganization, an entity formed as part of the pre-closing Windstream reorganization and an indirect wholly owned subsidiary of New Uniti identified as “Merger Sub” in the Merger Agreement will merge with and into Uniti (the “Merger”), with Uniti surviving the Merger as an indirect wholly owned subsidiary of New Uniti, such that both New Windstream Holdings II (as successor to Windstream) and Uniti will be indirect wholly owned subsidiaries of New Uniti.
2. Significant Accounting Policies:
Basis of Presentation
The balance sheet is presented in accordance with U.S. generally accepted accounting principles. Separate statements of income, comprehensive income, changes in shareholder’s equity, and cash flows have not been presented because the Company has not engaged in any activities except in connection with its formation.
The Company’s fiscal year end is December 31.
The balance sheet has been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.
3. Commitments and Contingencies:
As of December 31, 2024, the Company has no commitments and contingencies.
4. Shareholder’s Equity:
On April 19, 2024, the Company was authorized to issue 100 common shares with $ .01 par value. The common shares were issued to New Windstream LLC for $ 1 payable to the Company. As of December 31, 2024, 100 common shares are outstanding and the $ 1 receivable from New Windstream LLC has been accounted for as contra-equity on the balance sheet.
5. Subsequent Events:
The Company has evaluated subsequent events through the date the balance sheet was issued. The Company concluded that there were no subsequent events that require adjustment to the balance sheet or disclosure in the notes to the balance sheet.
9
Table of Contents
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.