Davis Polk advised Uniti Group Inc. (“Uniti Group”) and Uniti Fiber Holdings Inc. (“Uniti Fiber,” and together with Uniti Group, “Uniti”) in connection with a Rule 144A offering of $345 million aggregate principal amount of 4.00% exchangeable senior notes due 2024, which includes the exercise in full of the initial purchasers’ option to purchase additional notes. In connection with the notes offering, Uniti Fiber entered into exchangeable note hedge transactions and Uniti Group entered into warrant transactions, in each case with certain of the initial purchasers or their respective affiliates.

Uniti will use the net proceeds of the offering to repay outstanding borrowings under the revolving credit facility, including to make effective its amendment to extend the revolving credit facility’s maturity date to April 24, 2022, and to pay the cost of the exchangeable note hedge transactions. The remaining net proceeds will be used for general corporate purposes, which may include funding acquisitions (including the previously announced acquisition of Bluebird Networks, LLC) and the repayment of additional borrowings under the revolving credit facility.

Uniti Group is an independent, internally managed REIT engaged in the acquisition and construction of mission critical infrastructure in the communications industry.

The Davis Polk corporate team included partner Michael Kaplan and associates John H. Runne and Young-Min Cho. The equity derivatives team included partners Mark M. Mendez and Mark J. DiFiore and associate Hanbing Zhang. The tax team included partners Michael Mollerus and Michael Farber and counsel Patrick E. Sigmon. All members of the Davis Polk team are based in the New York office.

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