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Merger and Purchase Price Allocation (Tables)
9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Merger Consideration The calculation of merger consideration was as follows:
(Millions)
Fair value of New Uniti Common Stock issued in the Merger (a)$733.7 
Fair value of New Uniti Preferred Stock issued in the Merger (b)630.4 
Fair value of New Uniti Warrants issued in the Merger (c)142.7 
Merger Cash Consideration370.7 
Settlement of preexisting relationships (d)499.1 
Total merger consideration$2,376.6 

(a)The fair value of 90,133,152 shares of New Uniti Common Stock issued to Windstream equityholders was based on Old Uniti’s closing stock price on August 1, 2025 of $8.14.

(b)The fair value of 575,000 shares of New Uniti Preferred Stock issued to Windstream equityholders was determined using a Black-Derman-Toy lattice model incorporating the contractual terms of the New Uniti Preferred Stock, as well as the risk associated with the New Uniti Preferred Stock, which was accounted for through the risk free rate term structure and a credit risk adjusted spread of 4.5%.

(c)The fair value of 17,558,406 New Uniti Warrants issued to Windstream equityholders was based on the intrinsic value of each warrant of $8.13 computed as the difference between the accounting acquirer’s closing stock price on August 1, 2025 and the exercise price of the warrant, which was deemed to be a reasonable proxy of the fair value of the New Uniti Warrants.

(d)Represents the amount of total merger consideration attributable to the effective settlement of preexisting relationships as of August 1, 2025 between Old Uniti and Windstream, as further discussed below.
Schedule of Preliminary Fair Values of the Assets Acquired and Liabilities
The following table summarizes the preliminary allocation of the Merger consideration of the identifiable tangible and intangible assets acquired and liabilities assumed of Windstream with the excess recorded as goodwill:

(Millions)Preliminary Allocation
Fair value of assets acquired:
  Cash, cash equivalents and restricted cash$141.2 
  Accounts receivable317.6 
  Prepaid expenses and other current assets288.1 
  Property, plant and equipment (a)3,545.7 
  Goodwill1,006.9 
  Customer relationships (b)750.0 
  IPv4 addresses (c)165.6 
  Trade name (d)115.0 
  Spectrum licenses (e)78.9 
  Right of way (f)38.1 
  Operating lease right-of-use assets (g)431.9 
  Other assets52.7 
    Total assets acquired6,931.7 
Fair value of liabilities assumed:
  Current portion of operating lease obligations (g)107.4 
  Accounts payable124.7 
  Deferred revenue132.1 
  Other current liabilities419.9 
  Long-term debt (h)2,841.2 
  Noncurrent operating lease obligations (g)315.2 
  Deferred income taxes294.5 
  Noncurrent deferred revenue88.5 
  Pension obligation (i)103.6 
  Other liabilities128.0 
    Total liabilities assumed4,555.1 
Total merger consideration (j)$2,376.6 

(a)The fair value of the property, plant and equipment inclusive of internal use software was determined using the cost approach, which considers the cost to a market participant buyer to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence, including any functional, technological, and economic obsolescence if any. Property, plant and equipment is depreciated on a straight-line basis over an estimated useful life range from 2 to 20 years.

(b)Customer relationships were valued using an income approach, specifically a multi-period excess earnings approach. Customer relationships are amortized using the sum-of-years digits methodology over a weighted average life of 5 years.

(c)IPv4 addresses were valued using a market approach, based on observable recent auction prices and other relevant information generated by market transactions involving identical or comparable assets. IPv4 addresses are amortized on a straight-line basis over an estimated useful life of 17.5 years.

(d)The fair value for the “Kinetic” trade name was determined by applying the relief-from-royalty method, an income-based approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenues attributable to the trade name and discounted to present value using an appropriate discount rate. The economic useful life of 15 years was determined based on the expected life of the trade name and the cash flows anticipated over the forecast period. The trade name is amortized on a straight-line basis over the estimated useful life.
(e)Spectrum licenses were acquired in highly competitive federal spectrum auctions, incorporating bids from market participant spectrum holders. Given limited subsequent auction data and the uncertainty of cash flows related to the use of the licenses, the price paid at the time of the auctions was considered the best evidence of fair value. Currently, there are no legal, regulatory, contractual, competitive, economic or other factors that would limit the useful life of the spectrum, and therefore, the licenses are considered indefinite-lived intangible assets.

(f)The right-of-way fair value was assumed to be equal to book value given the recency of the agreement execution at market. The right-of-way is amortized on a straight-line basis over a remaining estimated useful life of 9.4 years.

(g)The operating lease right-of-use assets and liabilities were remeasured to reflect the present value of the remaining lease payments as of the Merger date using the combined company incremental borrowing rates ranging from 4.35% to 6.82% based on the length of the remaining lease term. The operating lease right-of-use assets also include a fair value adjustment of $1.0 million to account for the off-market component of the leases.

(h)The fair value of long-term debt was based on either observed market prices in an inactive market or based on current market interest rates applicable to the related debt instrument.

(i)The net pension benefit obligation was calculated based upon a number of actuarial assumptions, including an expected long-term rate of return on pension plan assets of 7.75% and a discount rate of 6%. In developing the expected long-term rate of return assumption, management considered the plan’s historical rate of return, as well as input from the Company’s investment advisors. Projected returns on pension plan assets were based on broad equity and bond indices and include a targeted asset allocation of 49% to equities, 32% to fixed income securities, and 19% to alternative investments. The discount rate selected was derived by identifying a theoretical settlement portfolio of high-quality corporate bonds sufficient to provide for the projected benefit payments. The values of the projected benefit payments are matched to the cash flows of the theoretical settlement bond portfolio to arrive at a single equivalent discount rate that aligns the present value of the required cash flows with the market value of the bond portfolio. Factoring in these actuarial assumptions, the net pension benefit obligation was $103.6 million as of August 1, 2025, consisting of projected benefit obligations of $545.2 million reduced by the fair value of plan assets of $441.6 million.
(j)See “Merger Consideration” above for more information regarding the components of total merger consideration. The New Uniti Preferred Stock and New Uniti Warrants issued in the Merger have been recognized as equity instruments.
Schedule of Business Combination, Merger Related Expense Transaction related and other costs were as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(Millions)2025202420252024
Professional services and fees (a)$115.4 $12.4 $131.8 $27.4 
Integration costs (b)33.8 — 34.8 — 
Other (c)8.5 2.0 12.4 3.7 
Total$157.7 $14.4 $179.0 $31.1 

(a)Consists of investment banking, legal, regulatory, accounting and other consulting and advisory services directly associated with the Merger.

(b)Includes direct costs incurred in integrating the acquired operations of Windstream, including consulting services, systems and data conversion, network optimization, contract termination fees, rebranding and marketing costs, transaction and retention bonuses, and severance and related employee benefit costs.

(c)Consists primarily of expenses incurred in connection with the offering of our asset-backed securities discussed in Notes 5 and 16.
Schedule of Unaudited Pro Forma Consolidated Results of Operations
The following unaudited pro forma financial information presents the combined results of operations of Uniti for the three and nine months ended September 30, 2025 and 2024 as if the Merger occurred as of January 1, 2024:

Three Months Ended
September 30,
Nine Months Ended
September 30,
(Millions)2025202420252024
Total revenue and sales$937.2 $999.7 $2,872.9 $3,098.4 
Net (loss) income$(101.8)$(39.9)$(172.2)$1,653.3