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Notes and Other Debt
3 Months Ended
Mar. 31, 2022
Long Term Debt [Abstract]  
Notes and Other Debt

Note 10. Notes and Other Debt

All debt, including the senior secured credit facility and notes described below, are obligations of the Operating Partnership and/or certain of its subsidiaries as discussed below.  The Company is, however, a guarantor of such debt.

Notes and other debt are as follows:

 

(Thousands)

 

March 31, 2022

 

 

December 31, 2021

 

Principal amount

 

$

5,200,000

 

 

$

5,175,000

 

Less unamortized discount, premium and debt issuance costs

 

 

(79,719

)

 

 

(84,463

)

Notes and other debt less unamortized discount, premium and debt issuance costs

 

$

5,120,281

 

 

$

5,090,537

 

 

Notes and other debt at March 31, 2022 and December 31, 2021 consisted of the following:

 

 

 

March 31, 2022

 

 

December 31, 2021

 

(Thousands)

 

Principal

 

 

Unamortized

Discount,

Premium and

Debt Issuance

Costs

 

 

Principal

 

 

Unamortized

Discount,

Premium and

Debt Issuance

Costs

 

Senior secured notes - 7.875%, due February 15, 2025

(discount is based on imputed interest rate of 8.38%)

 

$

2,250,000

 

 

$

(29,191

)

 

$

2,250,000

 

 

$

(31,411

)

Senior secured notes - 4.75%, due April 15, 2028

(discount is based on imputed interest rate of 5.04%)

 

 

570,000

 

 

 

(8,584

)

 

 

570,000

 

 

 

(8,886

)

Senior unsecured notes - 4.00%, due June 15, 2024

(discount is based on imputed interest rate of 4.77%)

 

 

345,000

 

 

 

(5,590

)

 

 

345,000

 

 

 

(6,187

)

Senior unsecured notes - 6.50%, due February 15, 2029

(discount is based on imputed interest rate of 6.83%)

 

 

1,110,000

 

 

 

(20,000

)

 

 

1,110,000

 

 

 

(20,797

)

Senior unsecured notes - 6.00% due January 15, 2030

(discount is based on imputed interest rate of 6.27%)

 

 

700,000

 

 

 

(11,407

)

 

 

700,000

 

 

 

(11,689

)

Senior secured revolving credit facility, variable rate, due December 10, 2024

 

 

225,000

 

 

 

(4,947

)

 

 

200,000

 

 

 

(5,493

)

Total

 

$

5,200,000

 

 

$

(79,719

)

 

$

5,175,000

 

 

$

(84,463

)

At March 31, 2022, notes and other debt included the following: (i) $225.0 million under the Revolving Credit Facility (as defined below) pursuant to the credit agreement by and among Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC (the “Borrowers”), the guarantors and lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “Credit Agreement”); (ii) $2.25 billion aggregate principal amount of 7.875% Senior Secured Notes due 2025 (the “2025 Secured Notes”); (iii) $570.0 million aggregate principal amount of 4.75% Senior Secured Notes due 2028 (the “2028 Secured Notes”); (iv) $1.11 billion aggregate principal amount of 6.50% Senior Notes due February 15, 2029 (the “2029 Notes”); and (v) $345.0 million aggregate principal amount of 4.00% Exchangeable Senior Notes due June 15, 2024 (the “Exchangeable Notes”); and (vi) $700.0 million aggregate principal amount of 6.00% Senior Unsecured Notes due January 15, 2030 (the “2030 Notes” and collectively with the 2025 Secured Notes, the 2028 Secured Notes, the 2029 Notes and the Exchangeable Notes, the “Notes”). Until our net leverage ratio is below 5.75 : 1.00, our 2025 Secured Notes limit our ability to make cash distributions to our shareholders in amounts exceeding 90% of our good faith estimate, as of the date on which the first quarterly dividend for the relevant year is declared, of our REIT taxable income for such year, determined without regard to the dividends paid deduction and excluding any capital gains. The terms of the Notes are as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Credit Agreement

The Borrowers are party to the Credit Agreement, which provides for a $500 million revolving credit facility that will mature on December 10, 2024 (the “Revolving Credit Facility”) and provides us with the ability to obtain revolving loans as well as swingline loans and letters of credit from time to time. All obligations under the Credit Agreement are guaranteed by (i) the Company and (ii) certain of

the Operating Partnership’s subsidiaries (the “Subsidiary Guarantors”) and are secured by substantially all of the assets of the Borrowers and the Subsidiary Guarantors.

The Borrowers are subject to customary covenants under the Credit Agreement, including an obligation to maintain a consolidated secured leverage ratio, as defined in the Credit Agreement, not to exceed 5.00 to 1.00. We are permitted, subject to customary conditions, to incur other indebtedness, so long as, on a pro forma basis after giving effect to any such indebtedness, our consolidated total leverage ratio, as defined in the Credit Agreement, does not exceed 6.50 to 1.00 and, if such debt is secured, our consolidated secured leverage ratio, as defined in the Credit Agreement, does not exceed 4.00 to 1.00.  In addition, the Credit Agreement contains customary events of default, including a cross default provision whereby the failure of the Borrowers or certain of their subsidiaries to make payments under other debt obligations, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the Credit Agreement. In particular, a repayment obligation could be triggered if (i) the Borrowers or certain of their subsidiaries fail to make a payment when due of any principal or interest on any other indebtedness aggregating $75.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $75.0 million or more to cause, such indebtedness to become due prior to its stated maturity. As of March 31, 2022, the Borrowers were in compliance with all of the covenants under the Credit Agreement.

A termination of either Windstream Lease would result in an “event of default” under the Credit Agreement if a replacement lease is not entered into within ninety (90) calendar days and we do not maintain pro forma compliance with a consolidated secured leverage ratio, as defined in the Credit Agreement, of 5.00 to 1.00.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to either a base rate plus an applicable margin ranging from 2.75% to 3.50% or a eurodollar rate plus an applicable margin ranging from 3.75% to 4.50%, in each case, calculated in a customary manner and determined based on our consolidated secured leverage ratio. We are required to pay a quarterly commitment fee under the Revolving Credit Facility equal to 0.50% of the average amount of unused commitments during the applicable quarter (subject to a step-down to 0.40% per annum of the average amount of unused commitments during the applicable quarter upon achievement of a consolidated secured leverage ratio not to exceed a certain level), as well as quarterly letter of credit fees equal to the product of  (A) the applicable margin with respect to eurodollar borrowings and (B) the average amount available to be drawn under outstanding letters of credit during such quarter.

Deferred Financing Cost

Deferred financing costs were incurred in connection with the issuance of the Notes and the Revolving Credit Facility. These costs are amortized using the effective interest method over the term of the related indebtedness and are included in interest expense in our Condensed Consolidated Statements of Income (Loss). For the three months ended March 31, 2022 and 2021, we recognized $4.3 million and $4.1 million, respectively, of non-cash interest expense related to the amortization of deferred financing costs.