10-K/A: Uniti Group Inc. Amends 10-K to Include Windstream Financials Amid Merger Plans

Uniti Group Inc. files an amendment to its 2024 annual report to include the financial statements of Windstream Holdings II, LLC, its most significant customer, as the companies move towards a planned merger.

Summary

• Uniti Group Inc. is filing an amendment to its original 10-K report for the year ended December 31, 2024.
• The amendment includes the audited financial statements of Windstream Holdings II, LLC, Uniti's most significant customer, for the years ended December 31, 2024, 2023, and 2022.
• Windstream accounted for 68.3%, 67.3%, and 66.5% of Uniti's revenues in 2024, 2023, and 2022, respectively, through leasing fiber and copper networks and other real estate.
• The amendment also includes the consent of Windstream's independent registered public accounting firm and certifications by Uniti's CEO and CFO.
• The filing does not update any other exhibits or reflect events occurring after the original filing date.

Sentiment

Score: 6

Explanation: The document is primarily factual, presenting financial information and outlining the merger agreement. The sentiment is neutral, with no strong positive or negative indicators.

Risks

• The legal proceedings involving Windstream Holdings, LLC (Old Holdings), its directors, and certain of its executive officers could constitute a material adverse outcome on the future consolidated results of operations, cash flows, or financial condition of Windstream.

Future Outlook

Windstream currently expects the Merger to close in mid-2025.

Industry Context

The inclusion of Windstream's financials is crucial for investors to assess the combined entity's financial health and future prospects, given Windstream's significant revenue contribution to Uniti.

Legal Proceedings

• Windstream Holdings, LLC (Old Holdings), its directors, and certain of its executive officers are the subject of two shareholder-related lawsuits arising out of the merger with EarthLink Holdings Corp. in February 2017.
• The federal plaintiffs proof of claim was resolved on the bankruptcy docket in September 2021.
• The parties in the Federal Case agreed to a settlement that was approved by the presiding judge on February 6, 2025, at the scheduled fairness hearing, after no objections being filed.
• Windstreams directors and officers insurance carriers are providing full coverage for the settlement, if approved, as the Company has paid all applicable deductibles.
• The state plaintiff failed to submit a proof of claim and in light of the Companys emergence from bankruptcy, Windstream believes the state case should be discharged, but the plaintiff is challenging the discharge.

Related Party Transactions

• For the years ended December 31, 2024, 2023 and 2022, 68.3%, 67.3% and 66.5% of our revenues, respectively, were derived from leasing the Companys fiber and copper networks and other real estate to Windstream.

Stakeholder Impact

• The merger is expected to result in a combined telecommunications company, New Uniti, with potential impacts on shareholders, employees, and customers of both Uniti and Windstream.
• Windstream equityholders will receive cash payments, preferred stock, and warrants in New Uniti.

Next Steps

• Uniti stockholders need to approve the merger at the shareholder meeting scheduled for April 2, 2025.
• Required regulatory approvals, including from the FCC and state public utility commissions, need to be obtained.
• The merger is expected to close in mid-2025.

Key Dates