Uniti Group Inc. Announces Pricing of Upsized Senior Secured Notes Offering and Full Redemption of 7.875% Senior Secured Notes due 2025
February 02 2023 - 9:00PM
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 upsized and priced their offering
of $2,600 million aggregate principal amount of 10.50% senior
secured notes due 2028 (the “New Notes”), which is an increase of
$850 million over the previously announced amount. The New Notes
will be issued at an issue price of 100%. 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 facility 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
facility and existing secured notes. The offering is expected to
close on February 14, 2023.
The Issuers intend to use a portion of the net
proceeds from the offering to fund the redemption in full (the
“Redemption”) of Uniti’s outstanding 7.875% senior secured notes
due 2025 (the “2025 Secured Notes”), including related premiums,
fees and expenses in connection with the foregoing. The Issuers
expect to redeem all outstanding principal amount of the 2025
Secured Notes on March 4, 2023 (the “Redemption Date”) at a
redemption price of 101.969% of the redeemed principal amount plus
accrued and unpaid interest, if any, to, but excluding, the
Redemption Date. The notice of redemption issued today for the 2025
Secured Notes is conditioned upon completion of one or more debt
financings in an aggregate principal amount of at least $2,600
million. This press release does not constitute a notice of
redemption with respect to the 2025 Secured Notes. The Issuers
intend to use the remaining net proceeds from the offering of the
New Notes to repay outstanding borrowings under the Company’s
revolving credit facility.
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 fiber and other wireless solutions for the
communications industry. As of September 30, 2022, Uniti owns
approximately 134,000 fiber route miles, 8.0 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)," “estimate(s),” “foresee(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 materially alter our expectations include, but are not
limited to, the future prospects and financial health of Windstream
Holdings, Inc. and subsidiaries, our largest customer; 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; 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; 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;
changes in the U.S. tax law and other state, federal or local laws,
whether or not specific to REITs; covenants in our debt agreements
that may limit our operational flexibility; our expectations
regarding the effect of the COVID-19 pandemic, inflation and rising
interest rates on our results of operations and financial
condition; 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 statement is based.
INVESTOR AND MEDIA CONTACTS:
Paul Bullington, 251-662-1512 Senior Vice
President, Chief Financial Officer & Treasurer
paul.bullington@uniti.com
Bill DiTullio, 501-850-0872 Vice President,
Finance and Investor Relations bill.ditullio@uniti.com
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