Uniti Group Inc. Announces Completion of New ABS Bridge Facility and Recent Asset Sales
Uniti Group Inc. announced a $350 million Bridge Loan and Security Agreement for its subsidiary, Uniti Fiber Bridge Borrower LLC, to bolster liquidity and access long-term capital. The company also completed multiple asset sales, generating approximately $87 million in cash consideration.
The bridge loan agreement secured by Uniti Group Inc.'s subsidiary for up to $350 million is a strategic financial maneuver that directly impacts the company's liquidity and debt structure. The initial interest rate, pegged to Term SOFR plus a margin of 3.75%, is competitive, considering the current market conditions. However, the step-ups in margin based on the loan's duration could increase the cost of capital if the facility is not refinanced timely. The intention to cap Term SOFR indicates a risk management strategy to avoid fluctuating interest expenses.
Refinancing the short-term bridge loan with a long-term ABS facility, secured by network assets, could potentially lower the interest costs and extend the debt maturity profile, which would improve the company's financial stability. The asset sales totaling approximately $87 million, with an associated Adjusted EBITDA of $9 million, highlight the company's strategic shift towards asset-light operations, which could enhance operational efficiency and improve return on capital in the long run.
Uniti Group Inc.'s recent asset sales, including its investment in the Bluebird Network and wireless towers, represent a significant realignment of its asset portfolio. The move to sell these assets and the subsequent lease agreement with SwyftFiber, allowing zero-cost access to certain network strands, indicates a shift towards optimizing its asset utilization and focusing on core network infrastructure. This strategy could potentially increase investor confidence by demonstrating prudent asset management and a clear focus on core business strengths.
It is important to note that the total cash consideration from these sales and the revenue and Adjusted EBITDA figures provide insights into the valuation multiples and profitability of the sold assets. These transactions could be perceived as a positive indicator of the company's ability to execute asset sales at attractive valuations, which is a critical aspect for investors assessing the company's capital allocation efficiency and its impact on shareholder value.
The legal structure of the bridge loan, involving a bankruptcy remote subsidiary, is designed to isolate financial risk and protect the parent company's assets in the event of a default. This legal arrangement is a common practice in corporate finance to enhance the creditworthiness of the borrowing entity and minimize the potential impact on the parent company. The use of a bankruptcy remote vehicle also tends to reassure investors about the safeguarding of their interests.
Moreover, the covenants attached to the bridge loan will dictate the subsidiary's operational flexibility. Investors should be aware of these covenants as they could influence the company's strategic decisions and financial operations. The legal framework of the loan, including the interest rate protection agreement to cap Term SOFR, demonstrates a proactive approach to managing legal and financial risks associated with variable interest rates.
02/26/2024 - 07:00 AM
LITTLE ROCK, Ark., Feb. 26, 2024 (GLOBE NEWSWIRE) -- Uniti Group Inc. (“Uniti” or the “Company”) (Nasdaq: UNIT) announced today that Uniti Fiber Bridge Borrower LLC ( the “ABS Borrower”), an indirect, bankruptcy remote subsidiary of the Company, has entered into a Bridge Loan and Security Agreement for up to $350 million of borrowings pursuant to a multi-draw term loan facility (the “Facility”).
Borrowings under the Facility will bear interest at an initial rate equal to Term SOFR for the applicable interest period plus an applicable margin of 3.75% , subject to customary step-ups in the applicable margin based on how long the Facility remains outstanding. The ABS Borrower intends to cap Term SOFR for the duration of the Facility pursuant to an interest rate protection agreement. The Facility will mature 18 months from the initial draw date and is subject to customary covenants.
The ABS Borrower intends to refinance the Facility in full with proceeds from a long-term ABS facility secured primarily by certain Uniti Fiber network assets.
“We are excited to announce this new ABS bridge facility that not only helps bolster our liquidity in the near-term, but also provides access to an attractive new source of long-term capital through a permanent ABS solution that is expected to follow,” commented Senior Vice President, Chief Financial Officer & Treasurer, Paul Bullington.
Barclays Bank PLC acted as sole structuring agent, lead left arranger and facility agent on the transaction. Deutsche Bank AG New York Branch and Citibank, N.A. acted as co-lead arrangers. Wilmington Trust, National Association is acting as administrative agent.
RECENT ASSET SALES
Uniti also announced today multiple asset sales that it recently completed. First, Uniti sold its remaining investment interest in the fiber network operated by Bluebird Network LLC. In addition, Uniti sold to CableSouth Media III, LLC (“SwyftFiber”) the fiber and other network assets previously leased to SwyftFiber since its 2018 sale leaseback transaction with Uniti. As part of the agreement, Uniti will continue to have access to certain strands within the SwyftFiber network at zero-cost. Finally, Uniti recently completed the sale of essentially all of its remaining wireless towers to CTI Towers, Inc., a portfolio company of Palistar Capital LP.
Total cash consideration for these transactions was approximately $87 million . For the twelve month period ending September 30, 2023, the aggregate reported revenue and Adjusted EBITDA associated with these asset sales were approximately $4 million and $9 million , respectively.
Mr. Bullington continued, “Uniti has consistently proven to be both a disciplined buyer and seller of assets, and these transactions are further examples of recycling capital at attractive valuations, while also strengthening our overall balance sheet.”
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, 2023, Uniti owns approximately 139,000 fiber route miles, 8.4 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, without limitation, those regarding the new ABS facility.
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 of Windstream, our largest customer; 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; 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 real estate investment trusts; 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; 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 SEC.
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, 251-662-1512paul.bullington@uniti.com
Bill DiTullio, 501-850-0872bill.ditullio@uniti.com
What is the purpose of the Bridge Loan and Security Agreement announced by Uniti Group Inc.?
The Bridge Loan and Security Agreement aims to provide up to $350 million of borrowings to bolster liquidity and access long-term capital for Uniti Fiber Bridge Borrower LLC.
What were the terms of the Facility under the Bridge Loan and Security Agreement?
Borrowings under the Facility will bear interest at an initial rate equal to Term SOFR plus an applicable margin of 3.75%, with the Facility maturing 18 months from the initial draw date.
Who acted as the sole structuring agent, lead left arranger, and facility agent on the transaction?
Barclays Bank PLC acted as the sole structuring agent, lead left arranger, and facility agent on the transaction.
What were the recent asset sales announced by Uniti Group Inc.?
Uniti recently completed asset sales, including selling its remaining investment interest in Bluebird Network LLC's fiber network, transferring fiber and other network assets to CableSouth Media III, LLC, and selling its remaining wireless towers to CTI Towers, Inc.
What was the total cash consideration generated from the recent asset sales?
The total cash consideration from the recent asset sales was approximately $87 million.
What were the reported revenue and Adjusted EBITDA associated with the asset sales for the twelve month period ending September 30, 2023?
The aggregate reported revenue and Adjusted EBITDA associated with the asset sales were approximately $4 million and $9 million, respectively.
