Uniti Group Inc. Announces Private Offering of Senior Notes

Rhea-AI Summary

Uniti Group Inc. (UNIT) announced a private offering of $600 million senior notes due 2032 through its subsidiaries. The notes will be guaranteed on a senior unsecured basis by the Company and its subsidiaries that guarantee indebtedness under Uniti's senior secured credit facility. The primary purpose of this offering is to fund the partial redemption of $500 million of their outstanding 10.50% senior notes due 2028, which is scheduled for June 24, 2025. The redemption is contingent upon completing debt financings of at least $550 million. The new notes will be offered exclusively to qualified institutional buyers under Rule 144A and international investors under Regulation S, without registration under the Securities Act.

Positive

• Refinancing $500M of 10.50% 2028 notes with new 2032 notes could potentially lower interest expenses
• Extension of debt maturity from 2028 to 2032 improves debt structure
• Additional proceeds beyond redemption amount provides financial flexibility for general corporate purposes

Negative

• Significant debt level maintained with new $600M notes issuance
• Additional costs from redemption premiums, fees, and expenses
• Redemption conditional on securing minimum $550M in debt financing

Insights

Fixed Income Analyst

Uniti is refinancing $500M of high-interest 10.50% notes due 2028 with new 2032 notes, effectively extending maturity and likely reducing interest costs.

Uniti Group is making a strategic debt refinancing move by offering $600 million in senior notes due 2032 to partially redeem $500 million of their outstanding 10.50% senior notes due 2028. This transaction accomplishes two key financial objectives: extending debt maturity and likely reducing interest expenses.

The current 10.50% interest rate on the 2028 notes is relatively high in today's market, suggesting this refinancing could meaningfully lower Uniti's interest burden depending on the new notes' pricing. By pushing $500 million of debt obligations out to 2032 from 2028, the company gains approximately 4 additional years of financial flexibility.

The remaining $100 million from the new offering (after redeeming $500 million of the 2028 notes) provides additional liquidity for "general corporate purposes." This could fund operational needs, small acquisitions, or further debt management.

Worth noting is the conditional nature of the redemption notice - it requires completion of debt financing with gross proceeds of at least $550 million. This condition protects Uniti from being obligated to redeem the 2028 notes if the new offering encounters market difficulties.

The notes being offered privately to qualified institutional buyers under Rule 144A indicates these are non-registered securities, a common approach for corporate debt issuance that allows for a faster issuance process compared to SEC-registered public offerings.

Issues Conditional Notice of Partial Redemption for 10.50% Senior Secured Notes Due 2028

LITTLE ROCK, Ark., June 09, 2025 (GLOBE NEWSWIRE) -- 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 commenced an offering of $600 million aggregate principal amount of senior notes due 2032 (the “notes”), subject to market and other conditions. The notes will be guaranteed on a senior unsecured basis by the Company and 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 notes (except initially those subsidiaries that require regulatory approval prior to guaranteeing the notes).

The issuers intend to use the net proceeds from the offering of the notes to fund the partial redemption (the “Redemption”) of $500 million aggregate principal amount of their outstanding 10.50% senior notes due 2028 (the “2028 secured notes”), including related premiums, fees and expenses in connection with the foregoing. The issuers intend to redeem the 2028 secured notes on June 24, 2025 (the “Redemption Date”) at a redemption price determined in accordance with the indenture governing the 2028 secured notes plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The notice of redemption issued today for the 2028 secured notes is conditioned upon completion of one or more debt financings in an aggregate gross proceeds amount of at least $550 million. This press release does not constitute a notice of redemption with respect to the 2028 secured notes. The issuers intend to use any remaining net proceeds from the offering of the notes for general corporate purposes.

The 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 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 March 31, 2025, Uniti owns approximately 147,000 fiber route miles, 8.8 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 Holdings, Inc.’s (together with Windstream Holdings II, LLC, its successor in interest, and its subsidiaries, “Windstream”) 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 at 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, 251-662-1512
Senior Vice President, Chief Financial Officer & Treasurer
paul.bullington@uniti.com

Bill DiTullio, 501-850-0872
Senior Vice President, Investor Relations & Treasury
bill.ditullio@uniti.com

This press release was published by a CLEAR® Verified individual.

FAQ

What is the size of Uniti Group's (UNIT) new senior notes offering?

Uniti Group is offering $600 million aggregate principal amount of senior notes due 2032.

How much of Uniti's (UNIT) 2028 secured notes will be redeemed?

Uniti plans to redeem $500 million aggregate principal amount of their 10.50% senior notes due 2028.

When is the redemption date for Uniti's (UNIT) 2028 secured notes?

The redemption date is scheduled for June 24, 2025.

What is the condition for the redemption of Uniti's (UNIT) 2028 notes?

The redemption is conditioned upon completion of one or more debt financings with aggregate gross proceeds of at least $550 million.

Who can purchase Uniti Group's (UNIT) new senior notes?

The notes are offered only to qualified institutional buyers under Rule 144A and international investors under Regulation S.