2017-11-13 WIN-ELNK

SUPPLEMENT submitted by Windstream Holdings, Inc.

Supplement

2017-01-13

This document pretains to ITC-T/C-20161117-00331 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016111700331_1165013

January 13, 2017 Ex Parte Ms. Marlene H. Dortch Secretary Federal Communications Commission 445 12th Street, SW Washington, DC 20554 Re: Joint Section 214 Application for Transfer of Control of EarthLink Wholly-Owned Subsidiaries to Windstream Holdings, Inc., WC Docket No. 16-393; FCC File Nos. ITC- T/C-20161117-00328, ITC-T/C-20161117-00329, ITC-T/C-20161117-00330, and ITC- T/C-20161117-00331 Dear Ms. Dortch: At the request of staff, Windstream Holdings, Inc. (“Windstream”) and EarthLink Holdings Corp. (“EarthLink”) (collectively, “Applicants”) provide the following additional information regarding The Vanguard Group’s (“Vanguard”) holdings in the Applicants. As indicated in the Applicants’ Consolidated Applications and updated in their Reply Comments, Vanguard’s most recent public filings reflect that it holds approximately 15.9 percent of Windstream common stock and 13.9 percent of EarthLink common stock.1 If at the time of closing Vanguard’s holdings are at those levels, after consummation of the transactions Vanguard would hold approximately 14.9 percent of the combined entity. This figure reflects that under the terms of the Applicants’ Merger Agreement, stockholders of EarthLink (including 1 See Applicants’ Reply Comments in Support of Consolidated Applications for Transfer of Control of International and Domestic Section 214 Authority at 2, WC Docket No. 16-363 (filed Dec. 23, 2016) (noting Vanguard’s holdings in Windstream per Vanguard’s Form 13G/A filed December 12, 2016); Consolidated Applications for Transfer of Control of International and Domestic Section 214 Authority at 8, WC Docket No. 16-393 (filed Nov. 17, 2016) (“Consolidated Applications”) (noting Vanguard’s holdings in EarthLink); see also The Vanguard Grp., Quarterly Report Filed by Institutional Managers, Holdings (Form 13F) (Nov. 14, 2016) (same). 1919 M STREET NW | EIGHTH FLOOR | WASHINGTON, DC 20036 | TEL 202 730 1300 | FAX 202 730 1301 | HWGLAW.COM

Ms. Marlene H. Dortch January 13, 2017 Page 2 of 2 Vanguard) will receive 0.818 shares of common stock of Windstream for each share of common stock of EarthLink upon closing.2 Please contact me if you have any questions. Sincerely, Julie A. Veach Counsel to Windstream Holdings, Inc. cc: Jodie May Dennis Johnson David Krech Sumita Mukhoty Veronica Garcia-Ulloa 2 See Consolidated Applications at 2; see also Windstream Holdings, Inc., Quarterly Report (Form 10-Q) (Nov. 7, 2016) (noting number of outstanding shares of Windstream common stock); EarthLink Holdings Corp., Quarterly Report (Form 10-Q) (Nov. 7, 2016) (noting number of outstanding shares of EarthLink common stock). 2


Document Created: 2019-04-12 00:27:17
Document Modified: 2019-04-12 00:27:17
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC