Uniti Group Inc. Announces Private Offering of Senior Secured Notes
April 06 2021 - 07:50AM
Uniti Group Inc. (the “Company,” “Uniti,” or “we”) (Nasdaq: UNIT)
today announced that its subsidiaries, Uniti Group LP, Uniti Group
Finance 2019 Inc. and CSL Capital, LLC (together, the “Issuers”),
have commenced an offering of $570 million aggregate principal
amount of senior secured notes due 2028 (the “new notes”). The new
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 facilities and the Company’s existing secured
notes (except initially those subsidiaries that require regulatory
approval prior to guaranteeing the new notes). The new 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
facilities and existing secured notes.
The Issuers intend to use the net proceeds from
the offering of the new notes to fund the redemption (the
“Redemption”) in full of the outstanding 6.00% senior secured notes
due 2023 (the “2023 secured notes”), including related premiums,
fees and expenses in connection with the foregoing. The notice of
redemption issued today for the 2023 secured notes is conditioned
upon completion of one or more debt financings in an aggregate
principal amount of at least $570 million. This press release does
not constitute a notice of redemption with respect to the 2023
secured notes.
The new notes 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 new notes will be 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 wireless infrastructure solutions for the
communications industry. As of December 31, 2020, Uniti owns over
123,000 fiber route miles, approximately 6.9 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 new 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 future prospects
of our largest customer, Windstream Holdings, Inc. (together with
Windstream Holdings II, LLC, its successor in interest, and its
subsidiaries, “Windstream”) following its emergence from
bankruptcy; adverse impacts of the COVID-19 pandemic 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 of our
customers to comply with laws, rules and regulations in the
operation of the assets we lease to them; the ability and
willingness of our customers to renew their leases with us upon
their expiration, 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; adverse impacts of litigation
affecting us or our customers; our ability to renew, extend or
retain our contracts or to obtain new contracts with significant
customers (including customers of the businesses that we acquire);
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; the risk that we fail to fully realize the
potential benefits of acquisitions or have difficulty integrating
acquired companies; 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 (including to fund required payments pursuant to our
settlement with Windstream); adverse impacts of changes to our
business, economic trends or key assumptions regarding our
estimates of fair value, including potential impacts of recent
developments surrounding Windstream that could result in an
impairment charge in the future, which could have a significant
impact to our reported earnings; the possibility that the
Redemption is not consummated on the anticipated terms, if at all;
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, including the impact of the 2017
U.S. tax reform legislation, the CARES Act, the Families First
Coronavirus Response Act and the 2021 Appropriations Act; covenants
in our debt agreements that may limit our operational flexibility;
our expectations regarding the effect of the COVID-19 pandemic on
our results of operations and financial condition; 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 from time to time 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 statement is based.
INVESTOR AND MEDIA CONTACTS:
Mark A. Wallace, 501-850-0866Executive Vice President, Chief
Financial Officer & Treasurermark.wallace@uniti.com
Bill DiTullio, 501-850-0872Vice President, Finance and Investor
Relationsbill.ditullio@uniti.com
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