Announcement • 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.
