LITTLE ROCK, Ark., Sept. 26, 2024 (GLOBE NEWSWIRE) -- Uniti Group Inc. ("Uniti") (NASDAQ:UNIT) today announced the pricing of $800 million aggregate principal amount of new 8.250% Senior First Lien Notes due 2031 (the "New Windstream Notes") by Windstream Services, LLC and Windstream Escrow Finance Corp. (collectively, the "Windstream Co-Issuers"), each a subsidiary of Windstream Holdings II, LLC ("Windstream"). The indenture governing the New Windstream Notes will contain provisions that allow for the collapse of Uniti's and Windstream's debt silos (the "Post-Closing Reorganization") upon the closing of the planned merger between Uniti and Windstream. The offering of the New Windstream Notes is expected to close on October 4, 2024, subject to customary closing conditions.
Concurrently with the pricing of the New Windstream Notes, the Windstream Co-Issuers agreed to a $500 million incremental first lien term loan facility (the "First Lien Incremental Term Facility") under Windstream's existing credit agreement (the "Windstream Credit Agreement"). Loans under the First Lien Incremental Term Facility will bear interest based on a floating rate (which, at Windstream's election, may be the Base Rate plus 3.75% or the Adjusted Term SOFR Rate plus 4.75% (each as defined in the Windstream Credit provided that the Adjusted Term SOFR Rate "floor" shall be 0%)) and will mature on October 1, 2031. In addition, Windstream agreed to amend the terms of the Windstream Credit Agreement to permit the Post-Closing Reorganization. The incremental term loan borrowings and amendments to the Windstream Credit Agreement are expected to close on October 4, 2024, subject to customary closing conditions. Upon the amendments becoming effective at closing, all outstanding Windstream indebtedness will permit the Post-Closing Reorganization.
Windstream intends to use the net proceeds from the offering of the New Windstream Notes and borrowings under the First Lien Incremental Term Facility to repay, refinance and reduce certain loans outstanding under the Windstream Credit Agreement and pay any related premiums, fees and expenses, including accrued and unpaid interest, if any. Any remaining proceeds will be used for general corporate purposes, which may include investments in Windstream's network and other capital expenditures, such as expansion and acceleration of its Kinetic fiber-to-the-home buildout.
"The successful Windstream refinancing transactions, combined with the amendments to Windstream's credit agreement, will provide a clear path to collapsing the dual debt silos upon closing of the merger between Uniti and Windstream. In addition, Windstream plans to use a portion of the proceeds from these financing activities to expand and accelerate their Kinetic fiber-to-the-home buildout, further strengthening their position within the residential fiber market," commented Paul Bullington, Senior Vice President, Chief Financial Officer & Treasurer.
The Windstream Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A and in offshore transactions to non-U.S. persons pursuant to Regulation S, each under the Securities Act.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the New Windstream Notes issued pursuant to the offering of New Windstream Notes described above.
ABOUT UNITI
Uniti, an internally managed real estate investment trust, is engaged in the acquisition and construction of mission critical communications infrastructure, and is a leading provider of fiber and other wireless solutions for the communications industry. As of June 30, 2024, Uniti owns approximately 142,000 fiber route miles, 8.6 million fiber strand miles, and other communications real estate throughout the United States. Additional information about Uniti can be found on its website at www.uniti.com.
NO OFFER OR SOLICITATION
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