Uniti Group Inc. Announces Successful Completion of Windstream’s Consent Solicitation for Senior First Lien Notes Due 2028

Windstream’s Indenture Will Now Allow for Collapse of Dual Debt Silos Upon Closing of Planned Merger

LITTLE ROCK, Ark., Sept. 18, 2024 (GLOBE NEWSWIRE) -- Uniti Group Inc. (“Uniti”) (Nasdaq: UNIT) announced today the successful completion of the consent solicitation by Windstream Services, LLC and Windstream Escrow Finance Corp. (collectively, the “Windstream Co-Issuers”), each a subsidiary of Windstream Holdings II, LLC (“Windstream”), to amend the indenture (the “Windstream Indenture”) governing the Windstream Co-Issuers’ 7.750% Senior Secured Notes due 2028 (the “Windstream Notes”).

“We are pleased that Windstream has successfully completed its consent solicitation and we value the continued support from both Uniti and Windstream investors and creditors. This consent allows for Windstream’s debt to be portable into a single silo capital structure with Uniti’s debt under Windstream’s indenture after the closing of the pending merger, which would result in a more simplified capital structure, while also removing perceived overhangs relating to the current master lease agreements,” commented Paul Bullington, Senior Vice President, Chief Financial Officer & Treasurer.

As of 5:00 pm New York City time on September 18, 2024, the expiration time for the consent solicitation, valid consents from holders of the requisite principal amount of the outstanding Windstream Notes were received and not revoked.

The Indenture Amendments (i) modify covenants to expressly permit the consolidation of the credit groups of Windstream and Uniti into a single debt capital structure with a common parent entity (such consolidation, the “Post-Closing Reorganization”) following the closing of the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of May 3, 2024, between Windstream and Uniti, (ii) on and from the date of the Post-Closing Reorganization, modify covenants to expressly permit the outstanding indebtedness, liens and investments of Uniti in the resulting consolidated capital structure and to align the collateral packages for the Windstream and Uniti secured indebtedness, (iii) grant authorizations to agents and trustees to implement the Indenture Amendments, and (iv) on and from the date of the Merger, allow Windstream to have the option to apply push-down accounting for the effects of the Merger to Windstream’s financial statements. Please refer to Uniti’s Current Report on Form 8-K filed with the SEC on September 11, 2024 for additional information concerning the Indenture Amendments.