Debevoise, Davis Polk Guide Windstream, Uniti Merger

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Financial and Leadership Details of the Merger Under the agreement terms, Windstream shareholders will receive $425 million in cash, $575 million in preferred equity, and common shares representing approximately 38% of the merged business. Additionally, they will acquire non-voting warrants to purchase up to 6.9% of the common shares of the combined company.

To finance the cash component of the deal, Uniti plans to utilize operational revenues, revolver borrowings, or future capital market transactions. Upon closure, Uniti shareholders will possess about 62% of the common equity, with Windstream shareholders holding the remainder.

Leadership of the merged company will see Gunderman continuing as CEO, along with Paul Bullington as CFO. Selected members from Windstream’s management are expected to stay post-merger, maintaining continuity and expertise. The board will include Uniti’s existing five directors and four new directors, two appointed by Elliott and two jointly by Uniti and Elliott.

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