Uniti Group Inc. (the “Company,” “Uniti,” or “we”) (Nasdaq: UNIT)
today announced that its subsidiaries, Uniti Group LP, Uniti Fiber
Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC
(together, the “issuers”), have priced their offering of $300
million aggregate principal amount of 10.50% Senior Secured Notes
due 2028 (the “notes”). The notes will be issued at an issue price
of 103.00%. The notes will be guaranteed on a senior unsecured
basis by the Company and on a senior secured basis by each of its
subsidiaries (other than the issuers) that guarantees indebtedness
under the Company’s senior secured credit facility and the
Company’s existing secured notes (except initially those
subsidiaries that require regulatory approval prior to guaranteeing
the notes (such entities, the “regulated subsidiaries”)). The notes
and the subsidiary guarantees will be secured by first-priority
liens on substantially all of the assets of the issuers and the
subsidiary guarantors (other than certain excluded assets), which
liens also ratably secure the Company’s senior secured credit
facility and existing secured notes. The offering is expected to
close on May 17, 2024.
Within 60 days of the issuance of the notes, the
Company will file to obtain regulatory approval to enable the
regulated subsidiaries to guarantee the notes, and it will use
commercially reasonable efforts to obtain such approval. Upon the
guarantee of the notes by each of the regulated subsidiaries that
guarantee the Company’s existing 10.50% Senior Secured Notes due
2028, the notes are expected to be mandatorily exchanged for 10.50%
Senior Secured Notes due 2028 issued as “additional notes” under
the indenture dated as of February 14, 2023 among Uniti, Uniti
Group Finance, Uniti Fiber Holdings, CSL Capital, the guarantors
party thereto and the trustee and collateral agent party thereto
(the “2023 Indenture”). Such additional notes are expected to be
part of the same series as the existing 10.50% Senior Secured Notes
due 2028 issued under the 2023 Indenture, and are expected to have
the same CUSIP number as, and be fungible with, the existing 10.50%
Senior Secured Notes due 2028 issued under the 2023 Indenture.
The issuers intend to use the net proceeds from
the offering of the notes for general corporate purposes, which may
include funding a portion of the cash consideration payable in
connection with the Company’s previously announced merger with
Windstream. Closing of the Company’s merger with Windstream will
occur, if it occurs, after the closing of this offering and is
subject to various closing conditions. Upon the issuance of the
notes, the commitments under the previously announced $300,000,000
bridge facility under the commitment letter entered into with
certain lenders in connection with the Company’s merger with
Windstream will be reduced to zero.
The notes and the additional notes, if any, will
not be registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration under the Securities Act or
any applicable state securities laws. The notes were offered only
to persons reasonably believed to be qualified institutional buyers
under Rule 144A under the Securities Act and outside the United
States in compliance with Regulation S under the Securities
Act.
This press release does not constitute an offer
to sell, or a solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
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 March 31, 2024, Uniti owns
approximately 141,000 fiber route miles, 8.5 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.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release may
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, as amended from
time to time. Those forward-looking statements include all
statements that are not historical statements of fact, including
those regarding the proposed offering of the notes.
Words such as "anticipate(s)," "expect(s),"
"intend(s)," “plan(s),” “believe(s)," "may," "will," "would,"
"could," "should," "seek(s)" and similar expressions, or the
negative of these terms, are intended to identify such
forward-looking statements. These statements are based on
management's current expectations and beliefs and are subject to a
number of risks and uncertainties that could lead to actual results
differing materially from those projected, forecasted or expected.
Although we believe that the assumptions underlying the
forward-looking statements are reasonable, we can give no assurance
that our expectations will be attained. Factors which could have a
material adverse effect on our operations and future prospects or
which could cause actual results to differ materially from our
expectations include, but are not limited to the Company’s and
Windstream’s ability to consummate our merger with Windstream on
the expected terms or according to the anticipated timeline, the
risk that our merger agreement with Windstream (the “Merger
Agreement”) may be modified or terminated, that the conditions to
our merger with Windstream may not be satisfied or the occurrence
of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement, the effect of the
announcement of our merger with Windstream on relationships with
our customers, suppliers, vendors, employees and other
stakeholders, our ability to attract employees and our operating
results and the operating results of Windstream, the risk that the
restrictive covenants in the Merger Agreement applicable to us and
our business may limit our ability to take certain actions that
would otherwise be necessary or advisable, the diversion of
management’s time on issues related to our merger with Windstream,
the risk that we fail to fully realize the potential benefits, tax
benefits, expected synergies, efficiencies and cost savings from
our merger with Windstream within the expected time period (if all
all), legal proceedings that may be instituted against Uniti or
Windstream following announcement of the merger, if the merger is
completed, the risk associated with Windstream’s business, adverse
impacts of inflation and higher interest rates on our employees,
our business, the business of our customers and other business
partners and the global financial markets, the ability and
willingness of our customers to meet and/or perform their
obligations under any contractual arrangements entered into with
us, including master lease arrangements, the ability and
willingness of our customers to renew their leases with us upon
their expiration, our ability to reach agreement on the price of
such renewal or ability to obtain a satisfactory renewal rent from
an independent appraisal, and the ability to reposition our
properties on the same or better terms in the event of nonrenewal
or in the event we replace an existing tenant, the availability of
and our ability to identify suitable acquisition opportunities and
our ability to acquire and lease the respective properties on
favorable terms or operate and integrate the acquired businesses,
or to integrate our business with Windstream’s as a result of the
merger, our ability to generate sufficient cash flows to service
our outstanding indebtedness and fund our capital funding
commitments, our ability to access debt and equity capital markets,
the impact on our business or the business of our customers as a
result of credit rating downgrades and fluctuating interest rates,
our ability to retain our key management personnel, our ability to
maintain our status as a real estate investment trust (a “REIT”),
changes in the U.S. tax law and other federal, state or local laws,
whether or not specific to REITs, covenants in our debt agreements
that may limit our operational flexibility, the possibility that we
may experience equipment failures, natural disasters, cyber-attacks
or terrorist attacks for which our insurance may not provide
adequate coverage, the risk that we fail to fully realize the
potential benefits of or have difficulty in integrating the
companies we acquire, other risks inherent in the communications
industry and in the ownership of communications distribution
systems, including potential liability relating to environmental
matters and illiquidity of real estate investments; and additional
factors described in our reports filed with the U.S. Securities and
Exchange Commission.
Uniti expressly disclaims any obligation to
release publicly any updates or revisions to any of the
forward-looking statements set forth in this press release to
reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is
based.
INVESTOR AND MEDIA CONTACTS:
Paul Bullington, 251-662-1512Senior Vice President, Chief
Financial Officer & Treasurerpaul.bullington@uniti.com
Bill DiTullio, 501-850-0872Vice President, Investor Relations
& Treasurybill.ditullio@uniti.com
Uniti (NASDAQ:UNIT)
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Uniti (NASDAQ:UNIT)
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