Uniti Group Inc.: debt financing — Uniti Group to merge with Windstream; Uniti shareholders to own ~62% of new company

Uniti Group Inc.

Uniti stockholders receive ~62% of New Uniti common; Windstream equityholders get ~35.42% common, $575M preferred (11% cumulative), warrants for ~6.9%, and $425M cash.
Uniti suspends dividends after $0.15/share June payment; New Uniti will not qualify as REIT.
Merger subject to stockholder approval, HSR, FCC, state PUC clearances; close by Nov 3, 2025, extendable to May 3, 2026.
Elliott, holding ~4.26% of Uniti, signs voting agreement supporting merger; termination fee of $55M or $75M for financing failure.
New Uniti preferred stock dividend rate starts at 11%, increases annually up to 16%; redeemable after 3 years.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Uniti Group Inc. incurred credit facility of up to $300,000,000 with Citigroup Global Markets Inc. and certain of its Affiliates and Barclays Bank PLC.

Instrument: credit facility
Principal: up to $300,000,000
Counterparty: Citigroup Global Markets Inc. and certain of its Affiliates and Barclays Bank PLC
Event: incurrence

Exact text from the filing

Uniti entered into a debt commitment letter (the “ Commitment Letter ”), pursuant to which Citigroup Global Markets Inc. and certain of its Affiliates and Barclays Bank PLC (the “ Lead Arrangers ”) have committed to provide to Uniti up to $300,000,000 under a secured bridge facility.

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Source: SEC EDGAR

accession 0000950103-24-006323

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