M&A - Uniti Group Inc.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Merger

Type: Update

Accession Number: 000110465925035791

Filing Summary: On April 16, 2025, the Compensation Committee of Uniti Group Inc. approved new grant agreements for restricted shares and performance-based restricted stock unit awards under the Uniti Group 2015 Equity Incentive Plan. The committee also amended all existing grant agreements to align with the new terms, except for specific grant agreements related to special awards from a merger agreement with Windstream Holdings II, LLC. These amendments updated conditions regarding vesting of equity awards upon events such as retirement and change in control. Additionally, the Board nominated Harold Zeitz for election as an independent director and re-nominated several current directors for re-election at the 2025 annual meeting, where current director Jennifer Banner will not be seeking re-election. A press release regarding the director nominees was issued on April 17, 2025, highlighting Ms. Banner's contributions to the Board.

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Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000095010325004311

Filing Summary: On April 2, 2025, Uniti Group Inc. convened a special meeting of stockholders to vote on proposals related to the Agreement and Plan of Merger with Windstream Holdings II, LLC. A total of 244,229,237 shares of common stock were issued and outstanding, and 202,635,310 shares were present at the meeting, representing approximately 82.96% of the total outstanding shares. The proposals included: (1) approving the merger with Windstream’s affiliate, which will result in Uniti surviving as a wholly owned subsidiary of a newly formed public corporation, (2) an advisory vote on executive compensation tied to the merger, (3) an amendment to Uniti’s charter regarding stockholder damages, and (4) converting Uniti to a Delaware corporation. All proposals were approved by the requisite votes, and the merger is expected to close in the second half of 2025 upon receiving necessary regulatory approvals.

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Form Type: 425

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000095010325003910

Filing Summary: Uniti Group Inc. filed a definitive proxy statement/prospectus related to the merger with Windstream Holdings II, LLC, following a pre-closing reorganization. The special meeting for Uniti's stockholders is set for April 2, 2025, to approve the merger. Following the merger, Uniti will become a wholly owned subsidiary of Windstream Parent, Inc., which will be renamed 'Uniti Group Inc.' The document also addresses ongoing litigation, with attorneys alleging deficiencies in the disclosures of the proxy statement. Multiple lawsuits have been filed concerning the merger, claiming the proxy statement is incomplete and misrepresentative. Uniti plans to supplement the disclosures to mitigate legal risks but denies the allegations. It projects completion of the merger in the second half of 2025, subject to stockholder approval. Further disclosures are related to financial analyses performed by financial advisors of the two companies and additional information regarding executive compensation post-merger. The document emphasizes that it is not a solicitation of votes or offers to purchase securities, and that further information can be found in filings with the SEC.

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Form Type: 8-K

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000095010325003909

Filing Summary: Uniti Group Inc. is moving forward with a merger agreement with Windstream Holdings II, LLC, which will result in Uniti becoming a wholly owned subsidiary of Windstream Parent, Inc. The special meeting for Uniti's stockholders to vote on this merger is scheduled for April 2, 2025, with eligibility based on stock ownership as of February 10, 2025. Despite some litigation and demand letters from purported stockholders alleging deficiencies in the proxy statement, Uniti believes these claims lack merit. The Company intends to supplement the disclosures in its proxy statement to address concerns raised. The merger is expected to be completed in the second half of 2025, pending stockholder approval and other conditions. The document reviews key aspects of the merger, legal challenges, and the financial outlook for the combined entities.

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Form Type: 425

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000095010325003722

Filing Summary: On March 21, 2025, Uniti Group Inc. reported details regarding its Merger Agreement with Windstream Holdings II, LLC, where a subsidiary of Windstream Parent, Inc. will merge with Uniti, resulting in Uniti becoming a wholly owned subsidiary of New Uniti. This filing includes a pro forma financial statement reflecting the combined entities and updates previous disclosures about the merger. The document emphasizes the importance of the information provided for stockholders of Uniti and mentions the filing of a registration statement with the SEC for the merger. It outlines key financial projections, potential risks, and uncertainties associated with the merger, encouraging investors to carefully review the definitive proxy statement/prospectus and all related filings. Forward-looking statements are included, discussing the expected benefits of the merger and associated strategies.

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Form Type: 8-K

Filing Date: 2025-03-21

Corporate Action: Merger

Type: Update

Accession Number: 000095010325003721

Filing Summary: Uniti Group Inc. is involved in a merger agreement with Windstream Holdings II, LLC, with a subsidiary of Windstream Parent, Inc. set to merge into Uniti, making Uniti a wholly owned subsidiary of New Uniti after the merger closes. This Form 8-K includes unaudited pro forma financial statements for Uniti and Windstream and updates the information provided in the definitive proxy statement/prospectus related to the merger, which was filed earlier. The document clarifies that this communication is informational only and does not serve as a solicitation for votes or an offer for securities. The document emphasizes the significance of reviewing the definitive proxy statement/prospectus and other relevant filings with the SEC carefully before making investment decisions. It also includes forward-looking statements regarding the anticipated benefits of the merger and the factors that may affect the successful execution of the merger.

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Form Type: 425

Filing Date: 2025-02-25

Corporate Action: Merger

Type: New

Accession Number: 000095010325002430

Filing Summary: Uniti Group Inc. ("Uniti") is in the process of a merger with Windstream Holdings II, LLC ("Windstream"). A letter was sent to stockholders emphasizing the importance of voting on the merger during the special meeting scheduled for April 2, 2025. The Board of Directors recommends stockholders vote in favor of the merger. The communication clarifies that not voting equates to a vote against the merger. It informs stakeholders that a registration statement on Form S-4 has been filed and accepted, containing a definitive proxy statement/prospectus outlining the merger details. Stockholders are encouraged to review these documents thoroughly before making decisions. Details about potential risks, uncertainties, and the importance of voting were outlined, as well as information about participants in the solicitation of proxies related to the merger. Forward-looking statements regarding the merger and its expected benefits were also included, highlighting the potential financial implications and synergies that could arise from the merger.

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Form Type: 425

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000095010325002305

Filing Summary: On February 21, 2025, Uniti Group Inc. held a conference call to discuss information regarding its contemplated merger with Windstream Holdings II, LLC. Key highlights from the call include the completion of a Form S-4 registration statement with the SEC, which was declared effective on February 12, 2025. The proxy statement related to the merger was distributed on February 18, 2025, seeking shareholder approval for transaction-related proposals, with the vote scheduled for April 2, 2025. Uniti expects to close the merger by the second half of 2025, with potential closure as early as July. The call also covered Uniti's strong fourth-quarter performance, strategic growth, and anticipated free cash flow generation in 2025. Furthermore, the executives discussed market positioning, operational goals, and the anticipated impact of the merger on the company’s structure and strategy for upcoming years. They highlighted the growing demand for fiber infrastructure and the expected enhancement of asset utilization following the merger.

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Form Type: 425

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925015906

Filing Summary: On February 21, 2025, Uniti Group Inc. published a press release outlining its fiscal financial results for the year ended December 31, 2024. Additionally, the company disclosed pertinent financial information regarding Windstream Holdings II, LLC, the successor to Windstream Holdings, Inc. This information, furnished by Windstream, will not be deemed officially filed under the Exchange Act. Uniti indicated upcoming plans related to a merger with New Uniti, previously filed under Form S-4 which was declared effective on February 12, 2025. Stockholder approval for the merger is being sought through a definitive proxy statement/prospectus mailed to shareholders. Key risks and uncertainties associated with the merger, as well as the importance of regulatory and shareholder approvals, were emphasized. The document also underscored the significance of understanding the projections and statements pertaining to the merger and the businesses’ future performance. Forward-looking statements included expectations around synergies, cost savings, and operational performance post-merger. Investors were cautioned about the inherent risks and variability in achieving these forecasts.

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Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925015904

Filing Summary: On February 21, 2025, Uniti Group Inc. announced financial results for the fiscal quarter and year ending December 31, 2024. The report included results presented in a press release attached as Exhibit 99.1. Additionally, the report contains disclosures relating to Windstream Holdings II, LLC, detailing financial information regarding that entity for the same period which is included in Exhibits 99.2 and 99.3. The document discusses a proposed merger between Uniti and Windstream, referred to as 'New Uniti,' which involves a registration statement on Form S-4 that was declared effective on February 12, 2025. This proxy statement/prospectus seeks stockholder approval for transaction-related proposals. It emphasizes that this announcement does not constitute a solicitation for a vote or an offer for shares and stresses the importance of reviewing the official documents filed with the SEC for accurate and complete information regarding the merger. The filing also includes forward-looking statements regarding the anticipated benefits of the merger and potential risks associated with the execution of the merger, noting that actual results may differ from expectations due to various factors.

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Form Type: 425

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000095010325002185

Filing Summary: Uniti Group Inc. has issued a letter to stockholders regarding a proposed merger with Windstream Holdings II, LLC, scheduled for a special stockholders meeting on April 2, 2025. The letter emphasizes the Board of Directors' unanimous recommendation to vote for the merger, highlighting the importance of casting a vote to avoid a negative impact. Further information on proxy materials was provided. The merger is aimed at creating a new entity, referred to as 'New Uniti', and details were shared about an S-4 registration statement filed with the SEC, which includes a definitive proxy statement/prospectus for stockholder approval. This communication clarifies that it does not constitute an offer to buy or sell securities and contains forward-looking statements regarding the merger's potential benefits, including anticipated synergies and the competitive position of the new company.

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Form Type: DEFM14A

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000110465925012218

Filing Summary: Uniti Group Inc. entered into an Agreement and Plan of Merger with Windstream Holdings II, LLC on May 3, 2024. The merger will categorize Uniti as a wholly owned indirect subsidiary of Windstream Parent, Inc., which will be renamed Uniti Group Inc. Upon completion of the merger, outstanding shares of Uniti's common stock will be canceled and converted into shares of New Uniti's common stock based on an Exchange Ratio. Uniti stockholders are expected to own approximately 62% of the post-merger New Uniti common stock. The merger requires approval from Uniti stockholders, with a special meeting scheduled for April 2, 2025. Various proposals will be discussed at the meeting, including an advisory vote on executive compensation related to the merger and amendments to the charter of Uniti. The document serves as a definitive proxy statement and prospectus under SEC rules.

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Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000670

Filing Summary: On January 17, 2025, Uniti Group Inc. announced the pricing of an offering totaling $589.0 million in secured fiber network revenue term notes, issued by its subsidiaries. The issuance comprises three classes of term notes with various interest rates and an anticipated repayment date in April 2030. The net proceeds from this offering will be used to repay existing ABS bridge facilities and for general corporate purposes, including potential capital investments and debt repayment. The offering is expected to close on February 3, 2025. Additionally, the document includes forward-looking statements regarding the company's merger with Windstream, highlighting the risks and uncertainties associated with the merger process, including potential modifications to the merger agreement, impacts on customer relationships, and management's focus on merger-related issues. The document indicates the financial and operational implications of these developments.

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Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000347

Filing Summary: On January 9, 2025, Uniti Group Inc. announced the issuance of secured fiber network revenue term notes by its subsidiaries, Uniti Fiber ABS Issuer LLC and Uniti Fiber TRS Issuer LLC. The notes will not be registered under the Securities Act or any state securities laws and can only be offered to qualified institutional buyers as per Rule 144A. The announcement includes forward-looking statements regarding the proposed offering and mentions potential risks related to the ongoing merger process with Windstream, including uncertainties about the merger agreement's terms, potential modifications, or terminations, and challenges in meeting conditions essential for the merger. The company recognizes the importance of its relationship with Windstream and other stakeholders and emphasizes the impact of external factors such as economic conditions and performance obligations. There are various uncertainties tied to achieving the anticipated benefits from the merger, as well as operational risks within the communications industry.

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Form Type: 425

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000095010324017734

Filing Summary: On December 12, 2024, Uniti Group Inc. announced a merger with Windstream Holdings II, LLC. The announcement included details regarding the pricing of $1.4 billion in additional 8.250% Senior First Lien Notes due 2031, which Windstream intends to use to redeem all its 7.750% Senior First Lien Notes due 2028. The redemption price will be 101.938% of the principal amount. The offering is expected to close by December 23, 2024, pending customary closing conditions. The company emphasized that these transactions are intended to keep leverage neutral while extending Windstream's debt maturity profile. Forward-looking statements about the merger are included, addressing expected benefits, risks, and uncertainties associated with the completion of the merger.

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