We are advising Uniti Group on the transaction

Davis Polk is advising Uniti Group Inc. on its merger with Windstream Holdings II, LLC. Under the terms of the transaction, Uniti shareholders will receive approximately 62% of the outstanding common equity of the combined company. Windstream shareholders will receive $425 million of cash, $575 million of preferred equity in the new combined company and common shares representing approximately 38% of the outstanding common equity of the combined company. Windstream shareholders will additionally receive non-voting warrants to acquire up to 6.9% of common shares of the combined company. The merger is expected to close in the second half of 2025, subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals and approval by Uniti shareholders.

Uniti Group is an internally managed real estate investment trust engaged in the acquisition and construction of mission critical communications infrastructure. Based in Little Rock, Arkansas, Uniti provides fiber and other wireless solutions for the communications industry.

Windstream provides advanced network communications and technology solutions for consumers, small businesses, enterprise organizations and carrier partners across the United States. Also based in Little Rock, Windstream offers bundled services, including broadband, security solutions, voice and digital TV to consumers.

The Davis Polk corporate team includes partners Oliver Smith and Evan Rosen and associates Claire Fischer and Steven Jaffe. Partner Michael Kaplan and counsel John H. Runne and Mayer J. Steinman are providing capital markets and finance advice. Partners Michael Mollerus and Patrick E. Sigmon are providing tax advice. Partner Mark J. DiFiore and counsel Hanbing Zhang are providing derivatives advice. Partner Jennifer S. Conway is providing executive compensation advice. Partner Brian D. Hirsch is providing real estate advice. Partner Jesse Solomon is providing antitrust and competition advice. Members of the Davis Polk team are based in the New York and Washington DC offices.

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