LITTLE ROCK, Ark., Jan. 19, 2021 (GLOBE NEWSWIRE) — Uniti Group Inc. (the “Firm” or “Uniti”) (Nasdaq: UNIT) at this time introduced that its subsidiaries, Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC (collectively, the “Issuers” and, along with the Firm, “us” or “we”), have commenced a young provide to buy (the “Supply”) for money, topic to sure phrases and circumstances, as much as $750 million combination buy value (the “Combination Most Tender Cap”) of the Issuers’ excellent 8.25% Senior Notes due 2023 (the “Notes”).
In reference to the Supply, we additionally commenced the solicitation of consents (the “Consents”) of holders with respect to the Notes (the “Consent Solicitation”) to sure proposed amendments to the indenture for the Notes (the “Proposed Amendments”) described within the Assertion (as outlined beneath). The Proposed Amendments will, if adopted, amongst different issues, get rid of considerably all the restrictive covenants and sure occasions of default within the indenture. Effectiveness of the Proposed Amendments is topic to sure circumstances described within the Assertion, together with receipt of the requisite variety of Consents and the situation that no Notes validly tendered and never validly withdrawn within the Supply are topic to proration.
Every of the Supply and the Consent Solicitation is being made on the phrases and circumstances contained in an Supply to Assertion and Consent Solicitation Assertion dated January 19, 2021 (the “Assertion”).
The next desk units forth sure phrases of the Supply:
|Notes||CUSIP Numbers(1)||Combination Most Tender Cap(2)||Combination Principal Quantity Excellent||Tender Consideration(3)||Early Tender Premium(3)||Complete Consideration(3)(4)|
|8.25% Senior Notes due 2023||20341WAD7||$750,000,000||$1,110,000,000||$986.70||$30.00||$1,016.70|
(1) No illustration is made as to the correctness or accuracy of the CUSIP quantity listed on this press launch or printed on the Notes. They’re offered solely for the comfort of Holders of the Notes.
(2) Represents most combination buy value for Notes to be accepted for buy pursuant to the Supply, unique of Accrued Curiosity (as outlined herein), which shall be paid on Notes accepted for buy by us as described herein.
(3) Per $1,000 principal quantity of Notes validly tendered (and never validly withdrawn) and accepted for buy by us. Excludes Accrued Curiosity.
(4) Contains the Early Tender Premium for Notes validly tendered at or previous to the Early Tender Deadline (and never validly withdrawn) and accepted for buy by us.
The Supply expires on the Expiration Date, which is at present anticipated to happen at 11:59 p.m., New York Metropolis time, on February 16, 2021, until prolonged, earlier expired or terminated by us in our sole discretion, and, within the case of extension of the Expiration Date, shall be such date to which the Expiration Date is prolonged. Tenders of Notes submitted after the Expiration Date won’t be legitimate.
Tendered Notes could also be withdrawn and Consents delivered could also be revoked at or prior to five:00 p.m., New York Metropolis time, on February 1, 2021 (such time and date, as the identical could also be prolonged by us in our sole discretion, the “Withdrawal Deadline”), however could not thereafter be validly withdrawn or revoked, besides as offered within the Assertion or required by relevant legislation.
Holders of Notes which can be validly tendered and never validly withdrawn at or prior to five:00 p.m., New York Metropolis time, on February 1, 2021 (such time and date, as the identical could also be prolonged by us, the “Early Tender Deadline”) and accepted for buy pursuant to the Supply will obtain the Tender Consideration set forth within the desk above plus the early tender premium (the “Early Tender Premium” and, along with the Tender Consideration, the “Complete Consideration”), topic to the phrases and circumstances of the Supply. Holders of Notes validly tendered and never validly withdrawn after the Early Tender Deadline however earlier than the Expiration Date and accepted for buy pursuant to the Supply will obtain the Tender Consideration, however not the Early Tender Premium.
We reserve the correct to, however are underneath no obligation to, at any time after the Early Tender Deadline and earlier than the Expiration Date, settle for for buy Notes which have been validly tendered and never validly withdrawn at or previous to the Early Tender Deadline on a date decided at our possibility (the ‘“Early Settlement Date” and every of the Early Settlement Date and the Remaining Settlement Date, the “Settlement Date”). We at present anticipate the Early Settlement Date, if any, to happen on February 2, 2021.
If buying all the validly tendered and never validly withdrawn Notes would trigger the Combination Most Tender Cap to be exceeded, we are going to settle for Notes on a professional rata foundation in order to not exceed the Combination Most Tender Cap, topic to the circumstances for the Supply. Moreover, if the Combination Most Tender Cap is reached or exceeded at or previous to the Early Tender Deadline, no Notes tendered after the Early Tender Deadline shall be accepted for buy until we improve the Combination Most Tender Cap in our sole discretion.
Offered that the circumstances to the Supply for the Notes have been happy or waived by us, all Holders whose Notes are accepted for buy by the Issuers will obtain cost of (i) the Complete Consideration or the Tender Consideration, and (ii) the accrued and unpaid curiosity as much as, however not together with, the Settlement Date for the Supply (“Accrued Curiosity”). The Remaining Settlement Date is anticipated to happen promptly following the Expiration Date, and is at present anticipated to happen on February 18, 2021.
The Issuers’ obligation to just accept for buy, and to pay for, Notes which can be validly tendered and never validly withdrawn pursuant to the Supply is topic to the circumstances described within the Assertion, together with the Financing Situation. The satisfaction of this situation requires the receipt by the Issuers previous to the Expiration Date (or Early Settlement Date, if we elect to have an early settlement), on phrases passable to it in its sole discretion, of a minimal of $750.0 million in gross proceeds from a concurrent debt financing (the “Debt Financing”). The Issuers could, however are underneath no obligation, to extend the Combination Most Tender Cap based mostly on the proceeds we obtain from the sale of the Debt Financing. Withdrawal rights wouldn’t be prolonged in these circumstances. Nonetheless, the Supply will not be conditioned on any minimal quantity of Notes being tendered or the receipt of requisite Consents to undertake the Proposed Amendments. The Supply could also be amended, prolonged or terminated individually by us in our sole discretion.
In reference to the Supply and Consent Solicitation, Citigroup International Markets Inc. is appearing because the seller supervisor for the Supply and solicitation agent for the Consent Solicitation (collectively, the “Supplier Supervisor and Solicitation Agent”). International Bondholder Providers Company is serving as the data and tender agent (the “Data and Tender Agent”). Requests for help or copies of the Assertion or another paperwork associated to the Supply and Consent Solicitation could also be directed to the Data and Tender Agent at (866) 924-2200 or email@example.com. Questions or requests for help in relation to the Supply and Consent Solicitation could also be directed to the Supplier Supervisor and Solicitation Agent at (212) 723-6106 (acquire) or (800) 558-3745 (toll-free).
The Supply will not be being made to Holders of Notes in any jurisdiction during which the making or acceptance thereof wouldn’t be in compliance with the securities, blue sky or different legal guidelines of such jurisdiction. In any jurisdiction during which the securities legal guidelines or blue sky legal guidelines require the Supply to be made by a licensed dealer or seller, the Supply shall be deemed to be made on behalf of the Issuer by the Supplier Supervisor and Solicitation Agent, or a number of registered brokers or sellers which can be licensed underneath the legal guidelines of such jurisdiction.
This press launch doesn’t represent a proposal to buy securities or a solicitation of a proposal to promote any securities or a proposal to promote or the solicitation of a proposal to buy any new securities, nor does it represent a proposal or solicitation in any jurisdiction during which such provide or solicitation is illegal. Capitalized phrases used on this press launch however not in any other case outlined herein have the meanings assigned to them within the Assertion.
Not one of the Firm, the Issuers, the Data and Tender Agent, the Supplier Supervisor and Solicitation Agent or the trustee (nor any of their respective administrators, officers, staff or associates) makes any suggestion as as to whether Holders ought to tender their Notes pursuant to the Supply or consent pursuant to the Consent Solicitation, and nobody has been approved by any of them to make such a suggestion. Holders should make their very own choices as as to whether to tender their Notes or consent to the Proposed Amendments, and, in that case, the principal quantity of Notes in respect of which to take such actions.
Uniti, an internally managed actual property funding belief, is engaged within the acquisition and development of mission crucial communications infrastructure, and is a number one supplier of wi-fi infrastructure options for the communications trade. As of September 30, 2020, Uniti owns 6.7 million fiber strand miles and different communications actual property all through america. Further details about Uniti could be discovered on its web site at www.uniti.com.
Sure statements on this press launch could represent forward-looking statements inside the that means of the Personal Securities Litigation Reform Act of 1995, as amended now and again. These forward-looking statements embrace all statements that aren’t historic statements of truth, together with these relating to the meant conduct, timing, phrases and financing of the Supply and Consent Solicitation and any future actions by us in respect of the Notes.
Phrases reminiscent of “anticipate(s),” “anticipate(s),” “intend(s),” “estimate(s),” “foresee(s),” “plan(s),” “imagine(s),” “could,” “will,” “would,” “may,” “ought to,” “search(s)” and related expressions, or the destructive of those phrases, are meant to determine such forward-looking statements. These statements are based mostly on administration’s present expectations and beliefs and are topic to quite a few dangers and uncertainties that might result in precise outcomes differing materially from these projected, forecasted or anticipated. Though we imagine that the assumptions underlying the forward-looking statements are affordable, we can provide no assurance that our expectations shall be attained. Elements which may materially alter our expectations embrace, however are usually not restricted to, the receptiveness of the holders of the Notes to the Supply and the Consent Solicitation; the likelihood that the Supply will not be consummated on the anticipated phrases, if in any respect; the longer term prospects of Windstream Holdings, Inc. (along with Windstream Holdings II, LLC, its successor in curiosity, and its subsidiaries, “Windstream”); modifications within the accounting remedy of our settlement with Windstream; our means to delever and obtain the ‘covenant reversion date’ underneath our secured notes due 2025, which might allow us to pay further dividends to shareholders; the power and willingness of our prospects to fulfill and/or carry out their obligations underneath any contractual preparations entered into with us, together with grasp lease preparations; the power of our prospects to adjust to legal guidelines, guidelines and rules within the operation of the belongings we lease to them; the power and willingness of our prospects to resume their leases with us upon their expiration, and the power to reposition our properties on the identical or higher phrases within the occasion of nonrenewal or within the occasion we substitute an present tenant; the antagonistic affect of litigation affecting us or our prospects; our means to resume, lengthen or acquire contracts with important prospects (together with prospects of the companies we purchase); the supply of and our means to determine appropriate acquisition alternatives and our means to accumulate and lease the respective properties on favorable phrases; the chance that we fail to completely understand the potential advantages of acquisitions or have issue integrating acquired corporations; our means to generate ample money flows to service our excellent indebtedness; our means to entry debt and fairness capital markets (together with to fund required funds pursuant to our settlement with Windstream); the affect on our enterprise or the enterprise of our prospects on account of credit standing downgrades and fluctuating rates of interest; our means to retain our key administration personnel; our means to qualify or keep our standing as an actual property funding belief (“REIT”); modifications within the U.S. tax legislation and different state, federal or native legal guidelines, whether or not or not particular to REITs; covenants in our debt agreements that will restrict our operational flexibility; our expectations relating to the impact of the COVID-19 pandemic on our outcomes of operations and monetary situation; different dangers inherent within the communications trade and within the possession of communications distribution techniques, together with potential legal responsibility referring to environmental issues and illiquidity of actual property investments; and extra components described in our studies filed with the U.S. Securities and Alternate Fee.
Uniti expressly disclaims any obligation to launch publicly any updates or revisions to any of the forward-looking statements set forth on this press launch to mirror any change in its expectations or any change in occasions, circumstances or circumstances on which any assertion relies.
INVESTOR AND MEDIA CONTACTS:
Mark A. Wallace, 501-850-0866
Government Vice President, Chief Monetary Officer & Treasurer
Invoice DiTullio, 501-850-0872
Vice President, Finance and Investor Relations