M&A - Windstream Parent, Inc.

Form Type: 10-Q

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000141057825001168

Filing Summary: Windstream Parent, Inc. filed its quarterly report on Form 10-Q for the period ended March 31, 2025. The report provides details regarding its formation on April 19, 2024, and its purpose to execute a merger between Windstream and Uniti, formalized in an Agreement and Plan of Merger dated May 3, 2024. An internal reorganization occurred on April 23, 2025, resulting in Windstream merging into New Windstream Holdings II, while Uniti is set to also merge into a subsidiary of New Uniti. The report indicates that all approvals required for the merger have been received except for those from the Federal Communications Commission and two state public utility commissions. The company emphasized the risks associated with the merger execution, including stockholder litigation and various regulatory challenges, and indicated its expectation for the merger to finalize by mid-2025.

Form Type: 425

Filing Date: 2025-05-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925044171

Filing Summary: On May 2, 2025, Windstream Parent, Inc. filed a Form 8-K to report a merger involving Windstream Holdings II, LLC and Uniti Group Inc. The merger is a result of an Agreement and Plan of Merger executed on May 3, 2024, and amended on July 17, 2024. Following a pre-closing reorganization, a designated affiliate of Windstream will merge with Uniti, leading to Uniti surviving the merger. Post-merger, Windstream Parent, Inc. will change its name to Uniti Group Inc. This filing also includes unaudited financial statements and management's discussion related to Windstream's financial condition, providing updates on the merger's implications and associated risks, including potential impacts on operations and shareholder value. Additionally, the document emphasizes the importance of seeking more information from related SEC filings regarding the merger proposal.

Form Type: 8-K

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925044164

Filing Summary: On May 2, 2025, Windstream Parent, Inc. filed a Form 8-K to report on the merger agreement between Windstream Holdings II, LLC and Uniti Group Inc., originally disclosed on May 3, 2024. The agreement includes a pre-closing reorganization of Windstream and outlines that an affiliate of Windstream will merge with Uniti, with Uniti surviving the merger. Following the merger, Parent will be renamed Uniti Group Inc. The filing includes unaudited financial statements of Windstream as of March 31, 2025, and December 31, 2024, as well as a discussion of financial condition and results of operations. Additional information is incorporated from previous filings related to the merger, with statements regarding forward-looking risks and uncertainties, including the exchange ratio and potential impacts of conditions that may delay the merger. It concludes by urging investors to read the registration statements and proxy materials associated with the transaction.

Form Type: 425

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465925028812

Filing Summary: On March 27, 2025, Windstream Parent, Inc. provided an update regarding its proposed merger with Uniti Group Inc. This follows the initial announcement and previous amendments to the Merger Agreement dated May 3, 2024, and further revisions as of July 17, 2024. The Merger will result in Uniti surviving, making both Uniti and Windstream’s successor wholly owned subsidiaries of Windstream Parent, which will rebrand as Uniti Group Inc. The update includes details about pending litigation involving multiple purported stockholders of Uniti, alleging deficiencies in the disclosures within the Windstream Prospectus dated February 12, 2025. So far, three lawsuits have been filed challenging the merger, but no stockholder has yet initiated legal action. Uniti asserts that these allegations lack merit but aims to alleviate uncertainties by voluntarily supplementing the Windstream Prospectus as detailed in this Form 8-K. Supplemental disclosures made aim to provide clarity on background negotiations and financial opinions, touching on various aspects of the financial evaluations carried out by financial advisors Stephens and J.P. Morgan involving expected future cash flows, equity values, and tax attributes implications stemming from the merger. Furthermore, it emphasizes the recommendation to investors to review all relevant documents filed with the SEC regarding the merger proposal, highlighting that these filings will provide crucial information regarding the transaction.

Form Type: 8-K

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465925028811

Filing Summary: On March 27, 2025, Windstream Parent, Inc. filed Form 8-K to provide updates regarding the merger agreement between Windstream Holdings II, LLC and Uniti Group Inc. This document outlines the progression and amendments to the merger agreement, originally entered into on May 3, 2024, which involves Windstream's affiliate, denoted as 'Merger Sub', merging with Uniti, resulting in Uniti being the surviving entity. Following the merger, Parent will be renamed Uniti Group Inc. The report also addresses ongoing litigation concerning the merger, with several purported stockholders of Uniti alleging deficiencies in the disclosures provided in the Windstream prospectus filed on February 12, 2025, and requesting supplemental disclosures. Three lawsuits have been initiated in relation to the merger, alleging misrepresentations in the prospectus. The legal complications and their potential impact on the merger are highlighted, alongside Uniti's belief in the meritlessness of these claims. Additionally, the Form incorporates amendments to previously filed disclosures, providing an update on the fairness opinions of financial advisors, Stephens Inc. and J.P. Morgan, regarding the financial impacts and valuations associated with the merger. The forward-looking statement caution regarding risks and uncertainties associated with the merger is also noted, underscoring the unpredictability of the merger's completion and potential delays or complications stemming from ongoing litigation.

Form Type: 10-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000141057825000432

Filing Summary: Windstream Parent, Inc. is a shell company established specifically for the merger between Windstream Holdings II, LLC and Uniti Group, Inc., defined under the Agreement and Plan of Merger dated May 3, 2024. The merger aims to streamline operations by creating New Uniti as the parent company of both entities. The merger is in the process of gaining necessary approvals, needing stockholder consent from Uniti and regulatory approval from the Federal Communications Commission and various state public utility commissions. Sixteen of the required eighteen approvals have already been secured, with expectations for closure in mid-2025. As of the end of the fiscal year on December 31, 2024, Windstream Parent does not conduct independent operations and has limited financial activities, relying on Windstream for fund management during merger preparations.

Form Type: 425

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925026664

Filing Summary: On March 21, 2025, Windstream Parent, Inc. filed a Form 8-K to report on a previously disclosed merger agreement between Windstream Holdings II, LLC and Uniti Group Inc. Windstream will merge with Uniti, resulting in Uniti surviving the merger as a wholly owned subsidiary of Windstream Parent, which will be renamed Uniti Group Inc. This filing provides the unaudited pro forma condensed combined financial statements for both companies. The merger is subject to several conditions and may face risks, including stockholder litigation and uncertainties regarding financing. The document also outlines the financial implications and management considerations post-merger, including the pending integration of operations and potential impacts on both companies' business strategies.

Form Type: 8-K

Filing Date: 2025-03-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925026663

Filing Summary: On March 21, 2025, Windstream Parent, Inc. reported that Windstream Holdings II, LLC entered into an Agreement and Plan of Merger with Uniti Group Inc. The Merger Agreement was initially signed on May 3, 2024, and later amended on July 17, 2024. An affiliate of Windstream, referred to as 'Merger Sub' in the agreement, will merge with Uniti, with Uniti surviving the merger, resulting in both entities becoming wholly owned subsidiaries of Windstream Parent, Inc. Following the merger, Windstream Parent, Inc. will be renamed Uniti Group Inc. The report includes attached unaudited pro forma condensed combined financial statements of Windstream and Uniti to provide insights into the financial implications of the merger, as well as updates to earlier filings regarding the merger. The press release issues cautionary notes about forward-looking statements, detailing risks and uncertainties that could affect the execution and integration of the merger. Investors are urged to carefully review all relevant materials filed with the SEC regarding this transaction, highlighting the importance of the filed registration statement and proxy statement.

Form Type: S-4/A

Filing Date: 2025-02-07

Corporate Action: Merger

Type: Update

Accession Number: 000110465925010607

Filing Summary: On February 7, 2025, Windstream Parent, Inc. filed an amended registration statement on Form S-4 to address upcoming plans for a merger with Uniti Group Inc. The document highlights the previous agreement dated May 3, 2024, for the merger between Uniti and Windstream Holdings II, LLC, noting that post-merger, Uniti will become a wholly owned subsidiary of Windstream Parent and will be renamed New Uniti. The amendment emphasizes the importance of stockholder approval at a scheduled special meeting, detailing the expected ownership distribution of New Uniti Common Stock and the parameters of the Exchange Ratio used to convert shares. The merger will also entail other proposals related to executive compensation and charter amendments that require stockholder votes. The effective closing of the merger depends on meeting regulatory conditions and securing shareholder votes in favor of the proposals outlined. Shareholders are advised of proxy voting procedures and encouraged to participate in the decision-making process during the Special Meeting.

Form Type: S-4/A

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000110465925004194

Filing Summary: On January 16, 2025, Windstream Parent, Inc. filed Amendment No. 4 to the Form S-4 registration statement concerning a significant transaction involving a merger with Uniti Group Inc. Previously, on May 3, 2024, Uniti entered into an Agreement and Plan of Merger with Windstream Holdings II, LLC. This merger agreement was subsequently amended. The merger will see an affiliate of Windstream, referred to as 'Merger Sub', merge into Uniti, resulting in Uniti becoming a wholly owned subsidiary of Windstream Parent, Inc., which will be renamed Uniti Group Inc. upon completion of the transaction. As part of the merger, Uniti's common stock will be exchanged for shares in 'New Uniti' based on an 'Exchange Ratio', which will represent approximately 62% ownership for legacy Uniti stockholders and 38% for legacy Windstream equityholders in 'New Uniti' once the merger closes. The completion of this merger is contingent upon the approval from Uniti's stockholders during a special meeting and the fulfillment of all conditions outlined in the merger agreement.