Uniti Group Inc. Announces Pricing of Upsized Senior Notes Offering (Form 8-K)

Uniti Group Inc. Announces Pricing of Upsized Senior Notes Offering

Issues Notice of Redemption for Secured Notes due 2028

LITTLE ROCK, Ark. - Uniti Group Inc. (the "Company," "Uniti," or "we") (Nasdaq: UNIT) today announced that its subsidiary, Windstream Services, LLC (the "Issuer"), has priced its offering (the "Offering") of $1.4 billion aggregate principal amount of 7.50% Senior Secured Notes due 2033 (the "Notes"). The offering was upsized by $500.0 million aggregate principal amount compared to the previously announced offering size of $900.0 million. The Notes will be issued at an issue price of 100.00%. The Notes will be guaranteed on a senior unsecured basis by the Company and Uniti Group LLC and on a senior secured basis by each of the Issuer's subsidiaries that guarantees indebtedness under the Company's senior secured credit facilities and the Company's existing senior notes (except initially those subsidiaries that require regulatory approval prior to guaranteeing the Notes). The offering is expected to close on October 6, 2025.

The Issuer is also pursuing $1.0 billion aggregate principal amount of incremental term loan borrowings (the "2025 Term Loan") under the legacy Windstream credit agreement, and an extension of the maturity dates of its revolving credit facilities under the legacy Uniti credit agreement and legacy Windstream credit agreement to December 30, 2027, effective upon receipt of customary regulatory approvals. The 2025 Term Loans are expected to accrue interest at a rate of Term SOFR +4.00% per annum.

The Issuer intends to use the net proceeds from the Offering and the borrowings under the 2025 Term Loan to fund the redemption in full (the "Redemption") of its outstanding 10.50% senior secured notes due 2028 (the "2028 secured notes"), and to pay any related premiums, fees and expenses, including accrued and unpaid interest in connection with the foregoing, if any. Any remaining proceeds will be used for general corporate purposes.

The Issuer issued a notice of redemption in connection with the pricing of the Offering of the Notes to redeem the 2028 secured notes on October 6, 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 Redemption of the 2028 secured notes will be conditioned upon the receipt by the Issuer of at least $2.4 billion in gross proceeds from the offering of the Notes and the 2025 Term Loan. 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 were 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.