| Forward-Looking Statements
This presentation includes forward-looking statements that are subject to risks and uncertainties that could cause actual future events and results to differ materially from those expressed in the forward-looking statements. Forward-looking statements are typically identified by words or phrases such as “will,” “anticipate,” “estimate,”
“expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast” and other words and terms of similar meaning.
Forward-looking statements include, but are not limited to, anticipated Kinetic broadband subscribers and market penetration growth, including broadband additions; availability and timing of delivery of fiber broadband to customers, including fiber broadband penetration; number of households or locations that may be served generally and related to funding from
various state and federal broadband programs, including future programs, public-private partnerships with government entities, the Rural Digital Opportunity Fund and the Broadband Equity and Access Deployment Program (BEAD); opportunities related to strategic sales, products, and strategic revenue growth across all of our business units; expectations regarding
expense management activities, including continuation of reduction in interconnection and access expense, and the timing and benefit of such activities; statements regarding perceived and potential synergies and other benefits of the proposed transaction with Uniti Group, Inc. (“Uniti”) in which Uniti will survive the Merger as a wholly owned indirect subsidiary of
Windstream Parent, Inc., a Delaware Corporation ("New Uniti"), that was announced publicly in May 2024 (the “Merger”), statements regarding the Merger and the future performance of New Uniti (together with Windstream and Uniti, the “Merged Group”), and expectations around the financial impact of the Merger on the Merged Group's financials; and any other
statements regarding plans, objectives, expectations and intentions and other statements that are not historical facts. These statements, along with other forward-looking statements regarding Windstream’s overall business outlook, are based on estimates, projections, beliefs, and assumptions that Windstream believes are reasonable but are not guarantees of future
events, performance, or results. Actual future events and results may differ materially from those expressed in these forward-looking statements as the result of a number of important factors.
Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties relating to increased competitive pressures as state and federal broadband funding programs provide opportunities for new entrants in our markets and possible overbuilding of our network; our ability to, and the
extent to which, we participate in BEAD and are able to successfully secure funding via competitive bidding processes over our competitors, especially in light of the various bidding requirements and program parameters proposed by the individual states for the award of BEAD funding; loss of funding from the Affordable Connectivity Program that may lead to customer
disconnects or other state or federal subsidy programs that are not yet permanent programs; the effect of any changes in federal or state governmental regulations or statutes, including any new regulations regarding alleged digital discrimination and net neutrality in the marketplace; uncertainty created in the federal Universal Service Fund program based on pending
legal actions; oversight or enforcement activities by state or federal agencies; that the proposed transaction with Uniti, could cause distraction by management and an allocation of resources that otherwise would have been attributed to the business; the ability of the parties to complete the Merger considering the various closing conditions; the expected benefits of
the Merger, such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of New Uniti following completion of the Merger; and anticipated growth strategies and anticipated trends in Uniti's, Windstream's and, following the
expected completion of the Merger, New Uniti’s business; the impact of the post-closing reorganization, including the determination as to whether or not to implement the post-closing reorganization and the impact that it will have on outstanding indebtedness that ranks pari passu with, or senior to, the secured notes and the collateral that secure the secured notes
and such other indebtedness; adverse changes in economic conditions, including the impact of foreign wars or political upheaval; risks and uncertainties from cost pressures and inflation on our customers’ communications and payment decisions and on the business of our vendors; adverse economic, political or market conditions related to epidemics, pandemics, or
disease outbreaks, and the impact of these conditions on our business operations and financial position and on our customers; impact of any supply chain delays or shortages on our business operations and on our customers’ ability to operate their business; that the expected benefits of cost reduction and expense management activities are not realized or adversely
affect our sales and operations or are otherwise disruptive to our business and personnel; the impact of new, emerging, or competing technologies and our ability to utilize these technologies to provide services to our customers; and general U.S. and worldwide economic conditions and related uncertainties. Windstream does not undertake any obligation to update any
forward-looking statement, whether as a result of new information, future events or otherwise. See “Risk Factors” in the offering memorandum.
No Offer or Solicitation
This communication and the information contained in it are provided for information purposes only and are not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to sell or solicitation of an offer to buy, or an invitation or recommendation to subscribe for, acquire or buysecurities of Uniti Group Inc. (“Uniti”), WindstreamHoldings II,
LLC (“Windstream”) or the proposed combined company (“New Uniti”) or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in anyjurisdiction inwhich such offer, solicitation orsale would be unlawful priortoregistration or qualification under the securities laws ofanysuch jurisdiction. No offer of
securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to anexemption from, or in atransaction not subject to, such registration requirements.
Additional Information and Where to Find It
In connection with the contemplated merger (the “Merger”), New Uniti has filed a registration statement on Form S-4 with the SEC that contains a proxy statement/prospectus and other documents, which has not yet become effective. Once effective, Uniti will mail the proxy statement/prospectus contained inthe Form S-4 to its stockholders. This communication is not a
substitute for any registration statement, proxy statement/prospectus or other documents that may be filed with the SEC in connection with the Merger.
THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER CONTAINS IMPORTANT INFORMATION ABOUT UNITI, WINDSTREAM, NEW UNITI, THE MERGER AND RELATED MATTERS. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIRENTIRETY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TOTHE PROXY STATEMENT/PROSPECTUS AND SUCH DOCUMENTS, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE MERGER. The proxystatement/prospectus, anyamendments or supplements theretoand all other documents filed with the SEC in connection with the Merger
will be available free of charge on the SEC’s website (at www.sec.gov). Copies of documents filed with the SEC by Uniti will be made available free of charge on the Uniti’s investor relations website (at https://investor.uniti.com/financial-information/sec-filings).
Participants in the Solicitation
Uniti, Windstream and their respectivedirectors and certain of their executiveofficersand other employees maybe deemed to be participants in the solicitation of proxies from Uniti’s stockholders in connection with the Merger. Information about Uniti’sdirectors and executive officers is set forth in the sections titled “Proposal No. 1 Election of Directors” and “Security
Ownership of Certain Beneficial Owners and Management” included in Uniti’s proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 11, 2024, (and which is available at https://www.sec.gov/Archives/edgar/data/1620280/000110465924046100/0001104659-24-046100-index.htm), the section titled “Directors, Executive Officers
and Corporate Governance” included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024, (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1620280/000162828024008054/unit-20231231.htm), and subsequent statements of beneficial ownership on file with the
SEC and other filings made from time to time with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Uniti stockholders in connection with the Merger, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement/
prospectus and other relevant materials filed by New Uniti with the SEC. These documents can be obtained free of charge from the sources indicated above.
Non-GAAP Measures
This presentation includes several measures derived from consolidated financial information, but not presented in our condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These measures are considered non-GAAP financial measures. Specifically, in this presentation, we refer to Pro-forma Total Leverage, Pro-forma Net Leverage, EBITDA, EBITDAR, Adjusted EBITDA, Adjusted Free Cash Flow, Adjusted Service Revenue, Adjusted Total Revenue and Sales and Adjusted Total Expenses, which are non-GAAP financial measures (collectively, our “non-GAAP financial measures”). The non-GAAP financial measures provided herein may not be directly
comparable to similar measures used by other companies in the Company’s industry, as other companies and other businesses may define such measures differently. The Company believes that these non-GAAP measures provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition
and results of operations. The non-GAAP financial measures presented herein are not measurements of financial performance under GAAP, and should not be considered as alternatives to, and should only be considered together with, the Company’s financial results in accordance with GAAP. The Company does not consider these non-GAAP financial measures to be a
substitute for, or superior to, the information provided by GAAP financial results. The definitions and reconciliations of our non-GAAP financial measures to the most directly comparable financial measure calculated and provided in accordance with U.S. GAAP can be found in this presentation.
Market and Industry Data
This presentation also contains estimates and information concerning our industry, including market position, market size, and growth rates of the markets in which the Company participates, that are based on industry or other third-party publications and reports. This information involves a number of assumptions and limitations, and you are cautioned not to give
undue weight to these estimates. The Company has not independently verified the accuracy or completeness of the data contained in these publications and reports. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those
expressed in these publications and reports.
Financial information identified in this presentation as “pro forma” or “on a pro forma combined basis” has been prepared to give effect to the Merger as if the Merger had occurred on January 1, 2023 in the case of the unaudited pro forma condensed combined statements of income and on June 30, 2024 in the case of the unaudited pro forma condensed combined
balance sheet. However, neither we nor the Co-Issuer (as defined below), New Uniti or Uniti will be under any obligation to implement the post-closing reorganization following the consummation of the Merger. Accordingly, unless otherwise indicated, such financial information does not give effect to the post-closing reorganization. |