Uniti : Deutsche Bank 33rd Annual Media, Internet & Telecom Conference Presentation

Published: 2025-03-11 13:31:04 ET UNIT

Deutsche Bank

33rd Annual Media, Inernet & Telecom

Conference

March 11, 2025

Together, Building the Future

Cautionary Statement

Forward-Looking Statements

Certain statements in this presentation may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended from time to time. Those forward-looking statements include all statements that are not historical statements of fact, including, without limitation, our 2025 financial outlook, expectations regarding lease-up of our network, strong demand trends, business strategies, growth prospects, and statements regarding the Merger and potential synergies, potential cost savings and the future performance of New Uniti (together with Windstream and Uniti, the "Merged Group"). In addition, this communication contains statements concerning the intentions, beliefs and expectations, plans, strategies and objectives of the directors and management of Uniti and Windstream for Uniti and Windstream, respectively, and the Merged Group, the anticipated timing for and outcome and effects of the Merger (including expected benefits to shareholders of Uniti), expectations for the final capital structure, ongoing development and growth potential of the Merged Group and the future operation of Uniti, Windstream and the Merged Group.

Words such as "anticipate(s)," "expect(s)," "intend(s)," "estimate(s)," "foresee(s)," "plan(s)," "believe(s)," "may," "will," "would," "could," "should," "seek(s)," "appear(s)," "target(s)," "project(s)," "contemplate(s)," "predict(s)," "potential," "continue(s)" and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could materially alter our expectations include, but are not limited to, the future prospects of Windstream, our largest customer; the ability and willingness of our customers to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant; the availability of and our ability to identify suitable acquisition opportunities and our ability to acquire and lease the respective properties on favorable terms; the risk that we fail to fully realize the potential benefits of acquisitions or have difficulty integrating acquired companies; our ability to generate sufficient cash flows to service our outstanding indebtedness and fund our capital funding commitments; our ability to access debt and equity capital markets; the impact on our business or the business of our customers as a result of credit rating downgrades and fluctuating interest rates; our ability to retain our key management personnel; changes in the U.S. tax law and other state, federal or local laws, whether or not specific to real estate investment trusts; covenants in our debt agreements that may limit our operational flexibility; the possibility that we may experience equipment failures, natural disasters, cyber-attacks or terrorist attacks for which our insurance may not provide adequate coverage; other risks inherent in the communications industry and in the ownership of communications distribution systems, including potential liability relating to environmental matters and illiquidity of real estate investments; the satisfaction of the conditions precedent to the consummation of the Merger, including, without limitation, the receipt of shareholder and regulatory approvals on the terms desired or anticipated; unanticipated difficulties or expenditures relating to the Merger, including, without limitation, difficulties that result in the failure to realize expected synergies, efficiencies and cost savings from the Merger within the expected time period (if at all); potential difficulties in Uniti's and Windstream's ability to retain employees as a result of the announcement and pendency of the Merger; risks relating to the value of New Uniti's securities to be issued in connection with the Merger; disruptions of Uniti's and Windstream's current plans, operations and relationships with customers caused by the announcement and pendency of the Merger; legal proceedings that may be instituted against Uniti or Windstream following announcement of the Merger; funding requirements; regulatory restrictions (including changes in regulatory restrictions or regulatory policy); and additional factors described in our reports filed with the SEC, including Uniti's annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC.

There can be no assurance that the Merger will be implemented or that plans of the respective directors and management of Uniti and Windstream for the Merged Group will proceed as currently expected or will ultimately be successful. Investors are strongly cautioned not to place undue reliance on forward-looking statements, including in respect of the financial or operating outlook for Uniti, Windstream or the Merged Group (including the realization of any potential cost savings or expected synergies). See also "Additional Information and Where to Find it."

All forward-looking statements are based on information and estimates available at the time of this communication and are not guarantees of future performance.

Except as required by applicable law, Uniti does not assume any obligation to, and expressly disclaims any duty to, provide any additional or updated information or to update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this communication will, under any circumstances (including by reason of this communication remaining available and not being superseded or replaced by any other presentation or publication with respect to Uniti, Windstream or the Merged Group, or the subject matter of this communication), create an implication that there has been no change in the affairs of Uniti or Windstream since the date of this communication.

Uniti + Windstream Merger Overview

Creating a Premier Insurgent Fiber Provider

~237K

~4.4M

Fiber Route

Residential

Miles(1)

Households

~75%

~150K

% Network Inventory

On-Net

Available

Locations(2)

~600K

300+

Near-Net

Metro

Locations(3)

Markets

~12.8K

~2.6K

Fiber-to-the-Tower

Small Cell

Connections

Company's Combined Tier II and III Market Footprint Creates Significant Competitive Advantage

Note: Data as of December 31, 2024.

(1) Excludes ~9K fiber route miles that overlap between the existing Uniti and Windstream networks.

(2) Represents on-net buildings connected to the combined network.

(3) Includes ~275,000 locations on Uniti network and ~325,000 locations on Windstream network that are within 2,000 feet of the overall network.

Transformative Combination Unlocks Significant Value

Uniti and Windstream to combine to create a premier insurgent fiber provider with ~$4 billion in revenue and 237,000 fiber route miles covering 47 states within the U.S.

Existing Uniti shareholders will own ~62% and existing Windstream shareholders will own ~38% of the outstanding common equity of the combined company(1), with certain of Windstream's largest shareholders, including Elliott, rolling substantially all of their investment value in Windstream into the combined company

New combined company will be well-positioned in rapidly growing market for digital infrastructure services, particularly in Tier II and III markets

Combination accelerates growth, improves competitiveness and removes several dis-synergies and encumbrances, with additional levers for value creation and increased strategic optionality

Compelling financial profile with meaningful synergies, enhanced cash flow generation and improved leverage that supports increasing shareholder returns

Uniti's Path Forward

High Yielding Accretive Opportunities Actionable Following Combination

Strong

Underlying Fiber Powerful Combination Accelerates TrajectoryOpportunities for Further Value Creation Infrastructure

Accretive

M&A /

SOTP

Unlocks

On-

Net

Financing

Fiber

(i.e. ABS)

Network and

Fiber Focus

Infrastructure

Overhead

FTTH

Metro Market

Synergies

Upgrade and

& Waves

Expansion

Combination Provides Complementary Coverage Networks and Avenues for Accelerated Growth & Cost Reduction

Bring Kinetic On-Net and Accelerate FTTH Build Plan

Fiber Route Miles(2)

Current Structure(1)

UnitiWindstream

145,000

92,000

Current (1)

237,000

New Uniti

Year End 2025

240,000 - 245,000

2029

260,000+

Homes Passed with Fiber

95%+

~15%

~35%

1.6 Million

~60%

~70%

95%+

~30%

~25%

< 5%

1.6 Million

~2.0 Million

3.0 - 3.5 Million

Hyper-Focused on Accelerating FTTH Build Plan & Managing Non-Core Legacy Revenue

(3)

Represent percentage of total respective revenue that is generated on owned network.

(4)

Includes Managed Services and Windstream legacy TDM revenue.

Hyperscaler / Gen AI Opportunity

Global Gen AI TAM

Uniti Implications

Current

$ in Billions

$300

$40

$15

Total AI TAM

Digital Infra TAM Fiber / Network TAM

Inference

~20%

2030

$ in Billions

$1,800

$200

$50

Total AI TAM

Digital Infra TAM Fiber / Network TAM

Training

~20%

Training

Inference

~80%

Source: Grand View Research, Appleby Strategy Group.

New Uniti is Well-Positioned to Capture Hyperscaler AI Growth Opportunities

Differentiated

High-Strand Count Fiber

WIN

Uniti

Product Capabilities

Dark Lit/

Fiber Waves

Customer Relationships/

MLAs Implemented

Uniti

WIN

Distributed End Points

Uniti

WIN

New Uniti Financial Profile

2025 Pro Forma

($ in millions)

Estimate

Kinetic

$2,045

- $2,055

Fiber Infrastructure

$800

- $810

Core Fiber Revenue

$2,845

- $2,865

Managed Services / Legacy TDM

$900

- $915

Total Revenue

$3,745

- $3,780

Total Adjusted EBITDA

$1,545

- $1,575

Total Net Capex

(1)

$1,210

- $1,220

Stable Core Recurring Revenue Base with Attractive Margin Profile

Note: All data is pro forma for full year impact and was not prepared in accordance with Regulation S-X. Actual pro forma information prepared in accordance with Regulation S-X may differ materially from the information presented above.

(2)

Includes Kinetic residential fiber and DSL only.

(3)

Includes Uniti Fiber, Uniti Leasing, and Windstream Wholesale excluding legacy TDM, government and resale revenue.

Disclaimer

Uniti Group Inc. published this content on March 11, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 11, 2025 at 17:29:59.835.