공고 • Aug 02

Uniti Group Inc. (NasdaqGS:UNIT) completed the acquisition of Windstream Holdings II, LLC from a group of shareholders.

Uniti Group Inc. (NasdaqGS:UNIT) entered into a definitive agreement to acquire Windstream Holdings II, LLC from a group of shareholders on May 3, 2024. Under the terms of the agreement, Windstream shareholders will receive approximately $430 million of cash, approximately $580 million of preferred equity in the new combined company, and common shares representing approximately 38% of the outstanding common equity of the combined company. Windstream shareholders will additionally receive non-voting warrants to acquire up to 6.9% of common shares of the combined company. Uniti expects to fund the approximately $430 million of cash consideration to shareholders of Windstream from operations, revolver borrowings and/or future capital markets transactions. Concurrently with the entry into the Merger Agreement, 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. Upon closing, Uniti shareholders will hold approximately 62% of the outstanding common equity of the combined company and Windstream shareholders will hold approximately 38% of the outstanding common equity. Upon closing of this transaction, the combined company will be led by Kenny Gunderman, Uniti’s Chief Executive Officer, and Paul Bullington, Uniti’s Chief Financial Officer. Certain key members of Windstream’s management team are expected to remain with the combined company as well. The combined company will continue to operate as Uniti under the ticker “UNIT” and be headquartered in Little Rock, Arkansas. Following the close of the transaction, the 5-person Uniti Board of Directors (the “Board”) will remain in place and four new directors will join the board of the combined company, with two of those directors selected by Elliott and the remaining two directors jointly selected by Uniti and Elliott. Uniti will also be obligated to pay Windstream a termination fee of $55,000,000 if the Merger Agreement is terminated (i) by Uniti to accept a Superior Proposal, (ii) by Windstream following an Adverse Recommendation Change, or (iii) in certain circumstances by either Uniti or Windstream upon failure to obtain Uniti Stockholder Approval. If the Merger Agreement is terminated by Windstream due to (i) Uniti’s failure to obtain financing sufficient to pay the Closing Cash Payment and Uniti’s other transaction expenses or (ii) Uniti’s uncured breach of certain related representations and covenants that would result in the failure of conditions to closing to be satisfied and, in each case, in circumstances where the Termination Fee is not due, then Uniti will be obligated to pay Windstream $75,000,000. Windstream reported revenue of $4 billion, net loss of $210 million and Adjusted EBITDA of $914 million in 2023. Transaction is subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals, approval by Uniti shareholders, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the receipt of approvals from the Federal Communications Commission and certain state public utility commissions, the effectiveness of the registration statement on Form S-4 to register the New Uniti Common Stock in the Merger, the New Uniti Common Stock to be issued in the Merger and such other shares to be reserved for issuance in connection with the Merger shall have been approved for listing on Nasdaq. Transaction has been unanimously approved by both companies’ Board of Directors. As of April 2, 2025 shareholders of Uniti Group Inc approved the transaction. Certain of Windstream’s largest shareholders, including Elliott, which is also a current holder of Uniti’s equity and debt, will be rolling substantially all of their investment value in Windstream into the combined company, a pre-closing reorganization of Uniti contemplated by the Merger Agreement and certain steps of the Pre-Closing Windstream Reorganization, including the issuance of the New Uniti Preferred Stock and the New Uniti Warrants, will have been consummated. As of June 18, 2025 Wireline Competition Bureau grants the application filed by Windstream, Uniti, and Windstream Parent (together, Applicants), pursuant to section 214 of the Communications Act of 1934, as amended (the Act), and sections 63.04 of the Commission’s rules,2 requesting consent to transfer control of Windstream, Uniti, and their subsidiaries to Windstream Parent. The merger is expected to close in the second half of 2025. The transaction is expected to be free cash flow accretive following close and will realize additional free cash flow accretion as synergies are achieved. As of July 24, 2025, Uniti and Windstream received the regulatory approval from the California Public Utilities Commission to complete transaction. Uniti and Windstream expect the Merger to be completed after market close on or around August 1, 2025. Under the terms of the definitive merger agreement, an affiliate of Windstream will merge with and into Uniti, with Uniti surviving the Merger as an indirect, wholly owned subsidiary of Windstream Parent, Inc.Windstream Parent, Inc. will be renamed “Uniti Group Inc.” in connection with the Merger, and its common stock is expected to be listed on the Nasdaq Global Market under the symbol “UNIT” at the beginning of trading on or around August 4, 2025. The Merger is expected to be a taxable transaction to Uniti’s stockholders. Bank Street Group LLC, Barclays, Centerview Partners, and Citi are acting as co-financial advisors to Uniti. J.P. Morgan and Stephens Inc. each acted as financial advisors to Uniti’s Board and provided fairness opinions. Stephens Inc. received a fee in the amount of $2,500,000 from Uniti upon rendering its fairness opinion. Oliver Smith, Evan Rosen, Michael Kaplan, John H. Runne, Mayer J. Steinman, Michael Mollerus, Patrick E. Sigmon, Mark J. DiFiore, Hanbing Zhang, Jennifer S. Conway, Brian D. Hirsch and Jesse Solomon of Davis Polk & Wardwell LLP are acting as legal counsel to Uniti. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as financial advisors to Windstream. Kevin M. Schmidt, Jonathan E. Levitsky, Jennifer L. Chu, David Iozzi, Molly Stockley, Ryan Rafferty, Christopher Rosekrans, Shefit Koboci, Franklin Mitchell, Michael Bolotin, Rafael Kariyev, Benjamin Pedersen, Steven Slutzky, Ted Hassi, Kyra Bromley and Rick Sofield of Debevoise & Plimpton LLP are acting as legal advisors to Windstream. Samuel Welt and Kenneth Schneider of Paul, Weiss, Rifkind, Wharton & Garrison LLP advised Oaktree Capital Management, as an equityholder of Windstream Holdings II. Jakob Rendtorff of Simpson Thacher & Bartlett LLP Represents J.P. Morgan as Financial Advisor to Uniti. Uniti has agreed to pay J.P. Morgan an aggregate fee of $7 million, all of which became payable upon the delivery of J.P. Morgan’s opinion. Innisfree M&A Incorporated has been retained by Uniti to assist with the solicitation of proxies. Innisfree will be paid a solicitation fee of approximately $150,000 and will be reimbursed for its reasonable out-of-pocket expenses relating to the Special Meeting. Equiniti Trust Company acted as transfer agent for Uniti. Uniti Group Inc. (NasdaqGS:UNIT) completed the acquisition of Windstream Holdings II, LLC from a group of shareholders on August 1, 2025. In connection with the Internal Reorg Merger, prior to the Effective Time of the Merger, Windstream’s pre-Closing equity holders received (i) a number of shares of New Uniti Common Stock representing approximately 35.42% of the outstanding shares of New Uniti Common Stock, (ii) shares of preferred stock of New Uniti having an aggregate initial liquidation preference of approximately $580 million (the “ New Uniti Preferred Stock ”) and (iii) warrants of New Uniti representing approximately 6.9% of the outstanding New Uniti Common Stock immediately following the Closing on a fully diluted basis after giving effect to such warrants described in more detail below (the “ New Uniti Warrants ”). Following the Effective Time, Windstream’s pre-Closing equity holders also received approximately $370 million in cash from Uniti (the “ Closing Cash Payment ”). Uniti funded the Closing Cash Payment with cash on hand and borrowings under its revolving credit facility. Upon the closing of the Merger, Legacy Uniti stockholders received 0.6029 shares of Uniti common stock per share of Legacy Uniti common stock held at the closing of the Merger, which resulted in Legacy Uniti stockholders collectively holding approximately 62% of the outstanding common stock of the combined company. In addition, the right to convert each $1,000 principal amount of Uniti’s 7.50% convertible senior notes due 2027 into 137.1742 shares of Legacy Uniti common stock was changed to a right to convert such principal amount of such notes into 82.7023 shares of Uniti common stock. With the Merger complete, Uniti now intends to complete the necessary steps to combine the Legacy Uniti indebtedness and legacy Windstream indebtedness under a single organizational silo, which it expects to complete on or around August 4, 2025.

이자보상배율	0.4x
현금	US$611.40m
자본	US$161.50m
총부채	US$12.82b
총자산	US$12.98b

데이터	최종 업데이트 (UTC 시간)
기업 분석	2026/09/11 08:51
종가	2026/09/11 00:00
수익	2026/06/30
연간 수익	2025/12/31

패키지	데이터	기간	미국 소스 예시 ^*
기업 재무제표	10년	손익계산서 현금흐름표 대차대조표	SEC 양식 10-K SEC 양식 10-Q
분석가 컨센서스 추정치	+3년	재무 예측 분석가 목표주가	분석가 리서치 보고서 Blue Matrix
시장 가격	30년	주가 배당, 분할 및 기타 조치	ICE 시장 데이터 SEC 양식 S-1
지분 구조	10년	주요 주주 내부자 거래	SEC 양식 4 SEC 양식 13D
경영진	10년	리더십 팀 이사회	SEC 양식 10-K SEC 양식 DEF 14A
주요 개발	10년	회사 공시	SEC 양식 8-K

분석가	기관
Brendan Lynch	Barclays
Timothy Long	Barclays
Matthew Griffiths	BofA Global Research

Uniti Group 대차대조표 건전성

재무 건전성 기준 점검 2/6

핵심 정보

최근 재무 건전성 업데이트

Uniti Group Files Form 15

Recent updates

Uniti Wholesale Expands Network at Key Texas and Arizona Data Centers

Uniti Group: The Fiber Buildout Is Creating A New Earnings Engine

UNIT: Slower Fiber Revenue Conversion Will Limit Upside Despite Strong Booking Trends

Uniti Solutions Earns Advanced Partner Status With Cato Networks After Multi-Year Partnership Renewal

Uniti Group Sets Record Fiber Bookings and Secures $1.1 Billion Network Financing in Q2 2026

Second quarter 2026 earnings: Revenues exceed analysts expectations while EPS lags behind

Uniti Group Inc. Provides Consolidated Earnings Guidance for 2026

UNIT: Fiber And AI Connectivity Demand Will Reshape Earnings Mix Over Time

Uniti Group Inc. to Report Q2, 2026 Results on Jul 30, 2026

UNIT: Rising Fiber Spend And 2026 Losses Will Cap Stock Upside

Uniti Group Secures $1.14 Billion in Fiber Network Funding With New Term Note Offering

UNIT: Higher Fiber Build Costs And 2026 Losses Will Limit Upside Potential

High number of new directors

UNIT: Higher 2026 Loss Outlook And Fiber Build Will Shape Fairly Balanced View

Uniti Group's (NASDAQ:UNIT) Shareholders Should Assess Earnings With Caution

First quarter 2026 earnings: EPS and revenues exceed analyst expectations

Uniti Group Inc. Updates Earnings Guidance for the Full Year Ending December 31, 2026

UNIT: Neutral Rating And 2026 Loss Guidance Will Restrain Upside Potential

Uniti Group Inc., Annual General Meeting, May 21, 2026

UNIT: Elevated Margin Assumptions Will Drive Cautious View On 2026 Earnings

Uniti Group LLC to Report Q1, 2026 Results on May 11, 2026

UNIT: Neutral Stance And 2026 Loss Outlook Will Limit Re Rating Potential

Uniti Fiber Announces Appointment of Heather Orrico as President of Enterprise Sale

UNIT: Neutral Rating And 2026 Net Loss Guidance Will Constrain Upside Potential

Price target increased by 7.4% to US$8.03

UNIT: Higher P/E Expectations And Fiber Expansion Will Shape Balanced 2026 Outlook

Uniti Group Inc. Provides Earnings Guidance for the Full Year 2026

New major risk - Earnings quality

Full year 2025 earnings: EPS exceeds analyst expectations

UNIT: Sector Headwinds And Fiber Build Commitments Will Constrain Upside Potential

Kinetic Announces Appointment of Stacie Vongvanith as Chief Customer Officer

UNIT: Fiber Buildout And AI Connectivity Will Recast Earnings Mix Over Time

Uniti Group Inc. to Report Q4, 2025 Results on Mar 02, 2026

UNIT: Fiber Expansion And Leverage Pressures Will Shape Balanced Long-Term Outlook

UNIT: Fiber Investment Shift Will Recast Earnings Mix Over Time

UNIT: Fiber Transition And Leverage Management Will Drive Cautious Long-Term Outlook

Consensus EPS estimates increase by 75%

UNIT: Fiber Expansion And Leverage Management Will Shape Balanced Long-Term Outlook

UNIT: Fiber Transition And Rural Expansion Will Drive Long-Term Opportunities

We Think Shareholders Should Be Aware Of Some Factors Beyond Uniti Group's (NASDAQ:UNIT) Profit

Consensus EPS estimates increase from loss to US$3.30 profit

UNIT: Expansion Into Tier Two And Three Markets Will Drive Long-Term Momentum

Uniti Group Inc. Provides Consolidated Earnings Guidance for 2025

Third quarter 2025 earnings: EPS exceeds analyst expectations while revenues lag behind

New major risk - Revenue and earnings growth

Analyst Commentary Highlights Mixed Outlook for Uniti Group Amid Valuation Shifts and Expansion News

Fiber Expansion Will Capture 5G And AI Demand

Uniti Group Inc. to Report Q3, 2025 Results on Nov 04, 2025

Kinetic Wins State Approvals of $156 Million in BEAD Grants to Expand Multi-Gig Fiber Broadband

Investor sentiment improves as stock rises 25%

Fiber Expansion Will Capture 5G And AI Demand

Price target decreased by 14% to US$8.25

New major risk - Shareholder dilution

Unity Group LLC's (NASDAQ:UNIT) 30% Dip In Price Shows Sentiment Is Matching Revenues

Price target decreased by 9.7% to US$8.63

Consensus EPS estimates have been downgraded.

Price target decreased by 8.8% to US$8.71

Fiber Expansion Will Capture 5G And AI Demand

Less than half of directors are independent

Uniti Group Inc. Provides Earnings Guidance for the Full Year 2025

New major risk - Share price stability

Uniti Group Files Form 15

New minor risk - Earnings quality

Uniti Group Inc. (NasdaqGS:UNIT) completed the acquisition of Windstream Holdings II, LLC from a group of shareholders.

Second quarter 2025 earnings: EPS and revenues miss analyst expectations

Investor sentiment improves as stock rises 20%

Uniti Group Inc. to Report Q2, 2025 Results on Aug 05, 2025

Uniti Group Inc. Approves Election of Harold Zeitz as Director

First quarter 2025 earnings: EPS misses analyst expectations

Uniti Group Inc. Updates Earnings Guidance for the Year 2025

Uniti Group Inc. Appoints John Harrobin President of Kinetic

Jennifer Banner Announces Not Stand for Re-Election to the Board of Uniti Group Inc

Uniti Group Inc. to Report Q1, 2025 Results on May 06, 2025

Investor sentiment deteriorates as stock falls 20%