Uniti Group (UNIT) Bank of America Securities 2024 Leveraged Finance Conference summary

Merger progress and regulatory update

• 14 of 18 state PUC approvals for the merger have been secured, with DOJ Hart-Scott-Rodino approval also received, keeping the process ahead of schedule and likely to close mid-2025.

• Four state approvals remain, with no issues reported and continued progress expected.

• Targeted merger closing is in the second half of 2025, subject to shareholder and regulatory approvals.

• Forward-looking statements include expectations for growth, synergies, and merger benefits, subject to risks such as customer renewals, integration challenges, and regulatory approvals.

• No assurance that the merger will be completed or that anticipated benefits will be realized.

Merger overview and transaction structure

• Uniti and Windstream to merge, creating a leading fiber provider with ~$4B in revenue and 239,000 fiber route miles across 47 states.

• Windstream shareholders receive $425M cash, $575M preferred equity, and ~38% of combined company equity, plus non-voting warrants for up to 6.9% more.

• Combined company will retain the Uniti name, be headquartered in Little Rock, Arkansas, and led by Uniti's executive team with Windstream support.

• Board will have 9 members: 5 from Uniti, 2 from Elliott, and 2 jointly selected by Uniti and Elliott.

• Combined company business plan is fully funded with existing facilities and liquidity.

Segment structure and operational strategy

• The combined entity will report in three segments: Kinetic (consumer fiber/ILEC), fiber infrastructure (Uniti Fiber, Uniti Leasing, Windstream Wholesale), and Managed Services (off-net, cloud-based services).

• Kinetic will shift from passive ownership to active operation, with a focus on expanding fiber reach and adopting an insurgent, competitive approach.

• Plans include expanding fiber coverage to over 60% of homes in the footprint, targeting up to 1 million additional homes.

• FTTH expansion targets >1.9M homes passed by 2027, with >40% long-term penetration rate.

• Substantial M&A opportunities and non-core asset sales to fund future build plans.