UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~November 1228, 2016 (~~February~~November 921, 2016)



Exact name of registrant as specified in its charter	State or other jurisdiction of incorporation or organization	Commission File Number	I.R.S. Employer Identification No.
Exact name of registrant as specified in its charter		Commission File Number	I.R.S. Employer Identification No.
Windstream Holdings, Inc.	Delaware	001-32422	46-2847717
Windstream Services, LLC	Delaware	001-36093	20-0792300




4001 Rodney Parham Road
Little Rock, Arkansas			72212
(Address of principal executive offices)			(Zip Code)

		(501) 748-7000
	(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ý Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.~~02 Departure~~01 ofOther ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~(b) On~~Windstream ~~February 9~~Holdings, ~~2016, Judy K~~Inc. ~~Jones and William A. Montgomery informed the boards of directors~~ (~~collectively, the~~ “~~Boards~~Windstream”) of(Nasdaq: ~~Windstream~~WIN) ~~Holdings,~~and ~~Inc.~~its ~~(the~~direct, ~~“Company”)~~wholly-owned ~~and~~subsidiary, Windstream Services, LLC (“Windstream Services”), ofhave ~~their~~been ~~intention~~advised ~~not~~by toJPMorgan ~~stand~~that ~~for~~a ~~re-election~~syndicate toof ~~the~~lenders ~~Company’s~~have ~~Board~~committed, atfor ~~the~~Windstream ~~Company~~Services’s ~~2016 Annual Meeting of Stockholders (the “Annual Meeting”)~~benefit, ~~currently scheduled~~ to beprovide ~~held~~up onto ~~May~~$600 ~~12,~~million ~~2016. Accordingly,~~aggregate ~~their~~principal ~~service~~amount asof ~~directors~~incremental ofterm loans (the ~~Company~~“Incremental ~~and~~Loans”) under Windstream Services’ ~~will~~existing ~~end~~senior atsecured ~~the~~credit ~~Annual Meeting~~facilities.

The Incremental Loans are expected to be issued at a price of 99.0% of the principal amount of the loan. Interest on the Incremental Loans will accrue at either the London Interbank Offered Rate (d“LIBOR”) ~~Also,~~ onplus ~~February~~a 9,margin ~~2016~~of 4.00% per annum or, ~~each~~at the option of ~~the~~Windstream ~~Boards~~Services, ~~increased~~at ~~its~~a ~~size~~base ~~from~~rate ~~nine~~plus toa ~~eleven~~margin ~~directors~~of ~~and~~3.00% ~~appointed~~per ~~Jeannie~~annum. LIBOR Hwill be subject to a 0.75% ~~Diefenderfer~~floor. The ~~and~~Incremental ~~Larry~~Loans ~~Laque~~will be subject to ~~fill~~quarterly ~~the~~amortization ~~newly~~in ~~created~~an ~~vacancies~~aggregate ~~effective~~amount ~~immediately~~of approximately 0. In25% ~~May~~of ~~2016~~the initial principal amount of the loans, ~~Ms.~~with ~~Diefenderfer~~the ~~and~~remaining Mrbalance payable on March 29, 2021. The ~~Laque~~Incremental Loans will ~~begin~~be ~~serving~~repayable onat ~~the~~any ~~Board’s~~time, ~~Governance~~subject ~~and~~to ~~Audit~~soft ~~Committees,~~call ~~respectively~~protection for the first six months following incurrence.

~~Ms.~~Of ~~Diefenderfer~~the ~~and~~total ~~Mr.~~$600 ~~Laque~~million ~~will~~principal beamount, ~~compensated~~$150 ~~for~~million ~~their~~of ~~board~~the ~~service~~Incremental Loans are expected to be funded in ~~accordance~~early ~~with~~December, the ~~director~~proceeds ~~compensation~~of ~~policy~~which ~~previously~~are ~~approved~~expected byto be used to pay down amounts outstanding under the ~~Boards~~revolving ~~for~~line ~~non-employee~~of ~~directors,~~credit ~~which~~under isWindstream ~~more~~Services’ ~~fully~~existing senior secured credit facilities and to pay fees and expenses related to the Combination (described inbelow). The remaining $450 million is expected to close concurrently with the ~~“Compensation~~closing of ~~Directors~~Windstream’s previously announced merger with EarthLink Holdings Corp. (the “Combination”), ~~section~~the proceeds of ~~the~~which ~~Company~~are expected to be used to redeem, repurchase or discharge Earthlink’s ~~definitive~~existing ~~proxy~~third-party ~~statement~~debt ~~for~~and ~~its~~to ~~2015~~pay ~~Annual~~fees ~~Meeting~~and ofexpenses ~~Stockholders~~in ~~filed~~connection ~~with~~therewith. If the ~~Securities~~Combination ~~and~~has ~~Exchange~~not ~~Commission~~closed onby March 3115, ~~2015~~2017, ~~and~~it ~~will~~is ~~receive~~expected ~~pro-rated~~that ~~amounts~~the remaining $450 million portion of the ~~annual~~Incremental ~~cash~~Loans ~~retainer~~will be funded on March 15, 2017 and ~~the~~such ~~annual~~proceeds ~~restricted~~at ~~stock~~that ~~grant~~time ~~for~~will be placed into escrow pending the ~~period~~closing ~~from~~of the ~~date~~Combination. The $450 million of ~~their~~Incremental ~~appointments~~Loans ~~until~~are ~~the~~expected ~~Annual~~to ~~Meeting. Ms.~~be ~~Diefenderfer~~subject ~~and~~to ~~Mr.~~a ~~Laque~~ticking ~~will~~fee ~~also~~beginning ~~enter~~on ~~into~~or ~~the~~about ~~Company’s~~December ~~form~~21, of2016 ~~indemnification~~and ~~agreement~~ending on the funding date for ~~directors~~the ~~and~~$450 ~~executive~~million ~~officers~~portion of the Incremental Loans.

~~There~~The ~~are~~closings nowith ~~arrangements~~respect orto ~~understandings~~each ~~between~~of ~~Ms.~~the ~~Diefenderfer~~$150 ormillion ~~Mr.~~portion ~~Laque~~of the Incremental Loans and ~~any~~the ~~other~~$450 ~~person~~million ~~pursuant~~portion of the Incremental Loans are subject to ~~which~~customary ~~they~~closing ~~were~~conditions ~~selected~~and there can be no assurance that we will successfully enter into definitive documentation with respect to ~~serve~~the Incremental Loans on the ~~Boards,~~terms ~~nor~~described ~~are~~herein ~~either~~or at all. The closing of the ~~new~~$450 ~~directors~~million ~~party~~portion toof ~~any~~the ~~related~~Incremental ~~party~~Loans ~~transactions~~is ~~required~~also subject to bethe ~~reported~~closing ~~pursuant~~of the Combination and the merger agreement related to ~~Item~~the ~~404(a)~~Combination ofnot ~~Regulation~~having ~~S-K.~~been terminated.

~~SIGNATURES~~Cautionary Statement Regarding Forward-Looking Statements

~~Pursuant~~Windstream toclaims the ~~requirements~~protection of the safe-harbor for forward-looking statements contained in the Private Securities ~~Exchange~~Litigation Reform Act of ~~1934,~~1995. Forward-looking statements are typically identified by words or phrases such as ~~amended~~“will,” ~~the~~“anticipate,” ~~registrants~~“estimate,” ~~have~~“expect,” ~~duly~~“project,” ~~caused~~“intend,” ~~this~~“plan,” ~~report~~“believe,” “target,” “forecast” and other words and terms of similar meaning. Forward-looking statements are subject to berisks ~~signed~~and onuncertainties ~~their~~that ~~behalf~~could bycause ~~the~~actual ~~undersigned~~future ~~hereunto~~events ~~duly~~and ~~authorized~~results to differ materially from those expressed in the forward-looking statements.

~~WINDSTREAM~~Forward-looking ~~HOLDINGS~~statements include, ~~INC.~~but ~~By:~~are not limited to, statements about the benefits of the proposed Combination with EarthLink, including future financial and operating results, future revenue, projected synergies in operating and capital expenditures, the expected availability of net operating loss carryforwards to reduce future cash tax expenses, net leverage, adjusted OIBDA/OIBDAR, and adjusted free cash flow; Windstream and EarthLink’s/ ~~Kristi~~expected M.dividend ~~Moody~~policy ~~Name:~~between ~~Kristi~~the Mannouncement of the transaction and proposed completion of the Combination, and the dividend policy for the proposed combined company after the Combination; the expected timing of completion of the transaction that is contingent upon stockholder approval of both companies and certain regulatory approvals, along with plans, objectives, expectations and intentions and other statements that are not historical facts. ~~Moody~~These ~~Title:~~statements, ~~Senior~~along ~~Vice~~with ~~President~~other forward-looking statements regarding Windstream’s overall business outlook, are based on estimates, projections, beliefs, and ~~Corporate~~assumptions ~~Secretary~~that Windstream believes is reasonable but are not guarantees of future events, performance or results. Actual future events and results may differ materially from those expressed in these forward-looking statements as a result of a number of important factors.

~~WINDSTREAM~~Important ~~SERVICES~~factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties relating to the ability to obtain the requisite Windstream and EarthLink stockholder approvals required to complete the Combination; the ability to satisfy the conditions to consummation of the Combination, ~~LLC~~including ~~By:~~obtaining ~~/s/~~governmental ~~Kristi~~and M.regulatory ~~Moody~~approvals ~~Name:~~required ~~Kristi~~for M.the ~~Moody~~Combination; ~~Title:~~the ~~Senior~~risk ~~Vice~~that ~~President~~required governmental and ~~Corporate~~regulatory ~~Secretary~~approvals may delay the Combination or result in the imposition of conditions that could cause the parties to abandon the Combination or materially impact the financial benefits of the proposed Combination; timing to consummate the proposed Combination; the risk that the businesses will not be integrated successfully; the risk that the cost savings and anticipated synergies from the proposed transaction may not be fully realized or may take longer to realize than expected; the anticipated future cash requirements of the proposed combined company; disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related issues; dividend policy changes for the combined company; general worldwide economic conditions and related uncertainties; and the effect of any changes in governmental regulations. Windstream does not undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

~~February~~Additional ~~12,~~Information ~~2016~~and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed Combination between Windstream and EarthLink, Windstream will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement of Windstream and EarthLink that also constitutes a prospectus of Windstream. Windstream and EarthLink will mail the joint proxy statement/prospectus to their respective stockholders. Windstream and EarthLink urge investors and stockholders to read the joint proxy statement/prospectus regarding the proposed Combination when it becomes available, as well as other documents filed with the SEC, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from Windstream’s website (www.windstream.com/investors). You may also obtain these documents, free of charge, from EarthLink’s website (www.earthlink.com) under the tab “Investor Relations.”

Participants in the Merger Solicitation

Windstream, EarthLink and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Windstream and EarthLink stockholders in favor of the merger and related matters. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the companies’ stockholders in connection with the proposed Combination will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Windstream’s executive officers and directors in its definitive proxy statement filed with the SEC on April 1, 2016. You can find information about EarthLink’s executive officers and directors in its definitive proxy statement filed with the SEC on March 15, 2016. Additional information about Windstream’s executive officers and directors and EarthLink’s executive officers and directors can be found in the above-referenced Registration Statement on Form S-4 when it becomes available. You can obtain free copies of these documents from the companies using the website information above.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.




WINDSTREAM HOLDINGS, INC.		WINDSTREAM SERVICES, LLC

By:	/s/ Kristi M. Moody	By:	/s/ Kristi M. Moody
Name:	Kristi M. Moody	Name:	Kristi M. Moody
Title:	Senior Vice President and Corporate Secretary	Title:	Senior Vice President and Corporate Secretary

Dated: November 28, 2016

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