Subsequent Events

9 Months Ended

Sep. 30, 2025

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events:

Debt Refinancing

Senior Secured Notes – On October 6, 2025, Windstream Services completed a private offering of $1,400.0 million aggregate principal amount of 7.500% Senior Secured Notes due 2033 (the “7.500% secured notes”). Windstream Services used the net proceeds from the offering, together with the proceeds of the New Term Loan (as defined and described below), to fund the redemption in full of its outstanding 10.50% secured notes, and to pay any related premiums, fees and expenses in connection with the foregoing. On October 6, 2025, the 10.50% secured notes were redeemed in full and the 10.50% secured notes indenture was satisfied and discharged.

The 7.500% secured notes were issued at an issue price of 100.0% of their principal amount pursuant to an indenture, dated as of October 06, 2025 (the “7.500% secured notes indenture”), among Windstream Services, as issuer, the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee and as collateral agent. The 7.500% secured notes mature on October 15, 2033 and bear interest at a rate of 7.500% per year. Interest on the 7.500% secured notes is payable on March 15 and September 15 of each year, beginning on March 15, 2026.

Windstream Services may redeem the 7.500% secured notes, in whole or in part, at any time prior to October 15, 2028 at a redemption price equal to 100% of the principal amount of the 7.500% secured notes redeemed plus accrued and unpaid interest on the 7.500% secured notes, if any, to, but not including, the redemption date, plus an applicable “make whole” premium described in the 7.500% secured notes indenture. Thereafter, Windstream Services may redeem the 7.500% secured notes in whole or in part, at the redemption prices set forth in the 7.500% secured notes indenture. In addition, prior to October 15, 2028, Windstream Services may, on one or more occasions, redeem up to 10% of the aggregate principal amount of the 7.500% secured notes in any twelve-month period at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date. Further, at any time on or prior to October 15, 2028, up to 40% of the aggregate principal amount of the 7.500% secured notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price of 107.5% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date; provided that at least 60% of aggregate principal amount of the originally issued 7.500% secured notes remains outstanding. If certain changes of control of Windstream Services occur, holders of the 7.500% secured notes will have the right to require Windstream Services to offer to repurchase their 7.500% secured notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The 7.500% secured notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and Uniti Group LLC (the Company’s indirect subsidiary and Windstream Services’ parent company) and on a senior secured basis by each of Windstream Services’ existing and future restricted subsidiaries that is an issuer, obligor or guarantor under the senior secured credit facilities and the existing secured notes, other than certain subsidiaries for which regulatory approval is required to issue guarantees (the “Subsidiary Guarantors”). In addition, Windstream Services will use commercially reasonable efforts to obtain necessary regulatory approval to allow certain non-guarantor subsidiaries of Windstream Services to guarantee the 7.500% secured notes, including by making filings to obtain such approval within 60 days of the issuance of the 7.500% secured notes. The guarantees are subject to release under specified circumstances, including certain circumstances in which such guarantees may be automatically released without the consent of the holders of the 7.500% secured notes.

The 7.500% secured notes and the related guarantees are Windstream Services’ and the Subsidiary Guarantors’ senior secured obligations and rank equal in right of payment with all of Windstream Services’ and the Subsidiary Guarantors’ existing and future unsubordinated obligations; effectively senior to all unsecured indebtedness of Windstream Services and the Subsidiary Guarantors, including the Company’s existing senior unsecured notes, to the extent of the value of the collateral securing the 7.500% secured notes; effectively equal with all of Windstream Services’ and the Subsidiary Guarantors’ existing and future indebtedness that is secured by first-priority liens on the collateral (including indebtedness under the Company’s senior secured credit facilities and existing secured notes); senior in right of payment to any of Windstream Services’ and Subsidiary Guarantors’ subordinated indebtedness; and structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries that do not guarantee the 7.500% secured notes. The guarantee of the Company and Uniti Group LLC will be their senior unsecured obligations and will rank equally in right of payment with all of their respective existing and future unsubordinated obligations and senior in right of payment to any of their respective subordinated indebtedness. The 7.500% secured notes and the related guarantees will also be effectively subordinated to any existing or future indebtedness that is secured by liens on assets that do not constitute a part of the collateral securing the 7.500% secured notes to the extent of the value of such assets, and to any existing or future secured indebtedness of the Company and Uniti Group LLC to the extent of the value of the assets securing such indebtedness.

The 7.500% secured notes and the related guarantees will be secured by liens on substantially all of the assets of Windstream Services and the Subsidiary Guarantors, which assets also ratably secure obligations under the Company’s existing secured notes and senior secured credit facilities, in each case, subject to certain exceptions and permitted liens. The collateral will not include real property below a specified threshold of value.

The 7.500% secured notes indenture contains customary high yield covenants limiting the ability of Windstream Services and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of Windstream Services and its restricted subsidiaries to pay dividends or other amounts to Windstream Services. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The 7.500% secured notes indenture also contains customary events of default.

Windstream Revolver Amendment and New Term Loans – On October 6, 2025, Windstream Services entered into an amendment to the Windstream Credit Agreement to (i) subject to receipt of customary regulatory approvals, extend the maturity date of the revolving facility thereunder (the “Revolving Credit Facility”) to December 30, 2027,and (ii) provide for a new seven-year term loan facility with a principal amount of $1,000.0 million (the “New Term Loan”). The Revolving Credit Facility will have $475.0 million of capacity through January 23, 2027 and $425.0 million of capacity through December 30, 2027. Voluntary prepayments of borrowings under the Windstream Credit Agreement are currently permitted at any time without premium or penalty; provided that any voluntary prepayment, refinancing or repricing of the New Term Loan in connection with certain repricing transactions that occur prior to the six-month anniversary of the closing of the New Term Loan shall be subject to a prepayment premium of 1.00% of the principal amount of the term loans so prepaid, refinanced or repriced. The New Term Loan will include mandatory prepayments, restrictive covenants and events of defaults consistent with the existing Windstream Credit Agreement. The New Term Loan will bear interest based on a floating rate plus a margin (which, at Windstream Services’ election, may be the Base Rate plus 3.00% or the Adjusted Term SOFR Rate plus 4.00% (each as defined in the legacy Windstream Credit Agreement, provided that the Adjusted Term SOFR Rate “floor” shall be 0.00%)).

Uniti Revolver Amendment – On October 6, 2025, Windstream Services entered into an amendment to the Uniti Credit Agreement to, subject to receipt of customary regulatory approvals, extend the maturity date of the revolving facility thereunder to December 30, 2027.

ABS Notes Offering – On October 24, 2025, Uniti Fiber ABS Issuer LLC and Uniti Fiber TRS Issuer LLC (collectively, the “ABS Note Issuers”), completed a private offering of $250.0 million aggregate principal amount of secured fiber network revenue term notes, consisting of $180.0 million 5.177% Series 2025-2, Class A-2 term notes, $28.2 million 5.621% Series 2025-2, Class B term notes and $41.8 million 7.834% Series 2025-2, Class C term notes (collectively, the “ABS-2 Notes”), each with an anticipated repayment date (the “ABS-2 ARD”) in January 2031. The Company intends to use the net proceeds for general corporate purposes, including the repayment of outstanding debt.

The ABS-2 Notes were issued at an issue price of 100.0% of their respective principal amounts pursuant to an amended and restated indenture, dated as of October 24, 2025 (the “Base Indenture”), as supplemented by a Series 2025-2 Supplement thereto, dated as of October 24, 2025 (the “Series 2025-2 Supplement”), in each case by and among the ABS Notes Obligors and Wilmington Trust, National Association, as indenture trustee.

In connection with the issuance of the ABS-2 Notes, the Base Indenture, as supplemented by the Series 2025-2 Supplement, also permits up to $75.0 million of Series 2052-2, Class A-1 variable funding notes (the “Class A-1 Variable Funding Notes” and, together with the ABS-2 Notes, collectively, the “Series 2025-2 Notes”) issued by the ABS Note Issuers. Drawings and the other terms related to the Class A-1 Variable Funding Notes are governed by the Base Indenture, as supplemented by the Series 2025-2 Supplement, and a Class A-1-V Note Purchase Agreement, dated as of October 24, 2025 (the “VFN Purchase Agreement”), among the Obligors, Uniti Fiber Holdings Inc., as manager of the securitization program, certain committed note purchasers, conduit investors and funding agents, and Barclays Bank PLC, as the administrative agent. Subject to the future satisfaction of certain conditions described in the VFN Purchase Agreement, the committed note purchasers party thereto will provide commitments to fund the Class A-1 Variable Funding Notes from time to time (and issue certain letters of credit) on a revolving basis until the final anticipated repayment date for the Class A-1 Variable Funding Notes (or, if earlier, the date on which the commitments thereunder are automatically terminated or permanently reduced to $0). The initial anticipated repayment date for the Class A-1 Variable Funding Notes (the “VFN ARD” and together with the ABS-2 ARD, collectively, the “ARD”) is January 2029 and may be extended at the option of the ABS Note Issuers for two additional one-year periods, in each case subject to the satisfaction of certain conditions described in the VFN Purchase Agreement. The ABS Note Issuers expect to satisfy the availability conditions to establish the commitments under, and to thereafter fund, the Class A-1 Variable Funding Notes, however, there can be no assurance that the ABS Note Issuers will ever be able to satisfy such conditions or that the Class A-1 Variable Funding Notes will ever be drawn even if so satisfied.

While the Series 2025-2 Notes are outstanding, scheduled payments of interest are required to be made on the 20th of each January, April, July and October of each year, commencing on January 20, 2026. No principal payments will be due on the Series 2025-2 Notes prior to the applicable ARD, unless certain rapid amortization or acceleration triggers are activated (and/or, in the case of the Series 2025-2 Variable Funding Notes, the occurrence and continuance of an event of default).

The legal final maturity date of each class of the Series 2025-2 Notes is in January 2056. If the ABS Note Issuers have not repaid or refinanced any Series 2025-2 Notes prior to the relevant ARD, additional interest will accrue thereon in an amount equal to the greater of (i) 5.00% per annum and (ii) the amount, if any, by which the sum of the following exceeds the interest rate for such Series 2025-2 Note: (A) the yield to maturity (adjusted to a “mortgage-equivalent basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the relevant ARD for such Series 2025-2 Note of the United States treasury security having a remaining term closest to 10 years plus (B) 5.00% per annum plus (C) the post-ARD note spread applicable to such Series 2025-2 Notes.

The issuance of the Series 2025-2 Notes represents the first issuance of the fiber network revenue variable funding notes, and the second issuance of fiber network revenue term notes, each issued under the Company’s existing securitization program. The securitization program involves certain of the Company’s fiber network assets and related customer contracts in the States of Alabama, Florida, Georgia, Louisiana, Mississippi and South Carolina. As of the closing of the transactions on October 24, 2025, the ABS Notes Issuers now have $839.0 million aggregate principal amount of revenue term notes outstanding and $0 principal amount of variable funding notes outstanding. The Base Indenture allows the ABS Notes Issuers to issue additional series of notes subject to certain conditions set forth therein.

The ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes issued under the Base Indenture, as supplemented by the Series 2025-2 Supplement, on February 3, 2025 are obligations only of the ABS Notes Obligors pursuant to the Base Indenture, as supplemented by the Series 2025-2 Supplement. Pursuant to the Base Indenture, as supplemented by the Series 2025-2 Supplement, and the related transaction documents, the ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes are guaranteed by each Asset Entity and each of the ABS Notes Issuer’s respective direct parent entity companies (each, a “Holdco Guarantor”), and such guarantees and the ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes are secured by security interests in the equity interests in each of the ABS Notes Issuers and substantially all of the assets of the ABS Notes Issuers and the other ABS Notes Obligors, which assets are primarily the fiber network assets and related customer contracts in the States of Alabama, Florida, Georgia, Louisiana, Mississippi and South Carolina that have been sold or contributed to the Asset Entities by the non-securitization subsidiaries of the Company and the revenue collections and other proceeds thereof. Neither the Company nor any subsidiary of the Company, other than the ABS Notes Obligors and the Holdco Guarantors (all of which are unrestricted subsidiaries under the Company’s other debt agreements), will guarantee or in any way be liable for the obligations of the ABS Notes Obligors under the Base Indenture or the ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes, and neither the Holdco Guarantors, the ABS Notes Issuers nor any of the other ABS Notes Obligors shall guarantee or in any way be liable for the obligations of the Company or its subsidiaries under the Company’s other debt agreements.

The ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes are subject to a series of customary covenants and restrictions. These covenants and restrictions include (i) that the ABS Notes Issuers maintain a liquidity reserve account to be used to make required payments in respect of the ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes, (ii) provisions relating to optional and mandatory prepayments, including specified make-whole payments in the case of certain optional prepayments of the Series 2025-2 Notes prior to the quarterly payment date in January 2029, and (iii) covenants relating to recordkeeping, access to information and similar matters. As provided in the Base Indenture, as supplemented by the Series 2025-2 Supplement, the Class A-1 Variable Funding Notes and the existing ABS Notes are also subject to rapid amortization in the event of a failure to maintain a stated debt service coverage ratio. A rapid amortization may be cured if the debt service coverage ratio exceeds a certain threshold for a certain period of time, upon which cure, regular amortization, if any, will resume. The Series 2025-2 Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the ABS-2 Notes, the Class A-1 Variable Funding Notes and the existing ABS Notes, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments.

New Interest Rate Swap Agreements – In conjunction with the debt refinancing, on October 6, 2025, the Company entered into three new pay fixed, receive variable interest rate swap agreements with two bank counterparties. The first swap has a notional value of $400.0 million, fixed rate paid of 3.332% and matures on October 31, 2028. The second swap has a notional value of $400.0 million, fixed rate paid of 3.365% and matures on October 31, 2029. The third swap has a notional value of $400.0 million, fixed rate paid of 3.417% and matures on October 31, 2030. For all three interest rate swaps, the variable rate received is the one-month USD-SOFR (not subject to a floor) that resets at the end of each month. The Company has designated the swaps as cash flow hedges of the interest rate risk inherent in borrowings outstanding under its Credit Agreements due to changes in the benchmark interest rate.

Pension Plan Contribution – On October 15, 2025, the Company made in cash its required quarterly employer contribution to the qualified pension plan for the 2025 plan year of $4.5 million.