Uniti Group’s $2.25 Billion Senior Secured Notes Offering and Credit Agreement Amendment

Davis Polk advised Uniti Group Inc. on the offering. Cravath represented the initial purchasers in the offering.

The offering consisted of $2.25 billion aggregate principal amount of 7.875% senior secured notes due 2025 issued by Uniti subsidiaries Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC (collectively, “Uniti”).

Uniti used the net proceeds of the offering to repay all $2.05 billion of outstanding borrowings under Uniti’s term loan facility and $156.7 million of outstanding borrowings under Uniti’s revolving credit facility.

In connection with the offering, Uniti entered into an amendment and waiver with the lenders under its senior secured credit facilities. The amendment and waiver waives any potential default that would arise if Uniti’s financial statements for 2019 include a “going concern” statement. The amendment and waiver became effective upon closing of the notes offering and related repayment of borrowings.

Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC acted as initial purchaser for the offering.

Uniti, an internally managed real estate investment trust, is engaged in the acquisition and construction of mission critical communications infrastructure, and is a leading provider of wireless infrastructure solutions for the communications industry.

The Davis Polk corporate team included partner Michael Kaplan (Picture) and associates John H. Runne, Rahul K. Patel and Alexander Kraik. The finance team included partner Joseph P. Hadley, counsel Mayer J. Steinman and associate Sarah L. Walton. The tax team included partners Michael Mollerus and Patrick E. Sigmon and associate Joseph M. Gerstel.

The Cravath team included partners Andrew J. Pitts, Joseph D. Zavaglia and Sasha Rosenthal-Larrea, senior attorney Mark Mushkin and associates Sung Woong (Andrew) Kang and Seann E. Archibald on securities matters, partner Paul H. Zumbro and associate Evan E. H. Schladow on restructuring matters, partner Lauren A. Moskowitz on litigation matters and partner Christopher K. Fargo and associate Joyce Y. Kim on tax matters. Andrea Roman-Gonzalez also worked on securities matters, Zachary W. Jarrett also worked on litigation matters and Tammuz Huberman also worked on restructuring matters.

Involved fees earner: Seann Archibald – Cravath Swaine & Moore; Christopher K. Fargo – Cravath Swaine & Moore; Sung Woong Kang – Cravath Swaine & Moore; Joyce Kim – Cravath Swaine & Moore; Lauren Moskowitz – Cravath Swaine & Moore; Mark Mushkin – Cravath Swaine & Moore; Andrew Pitts – Cravath Swaine & Moore; Sasha Rosenthal-Larrea – Cravath Swaine & Moore; Evan E. H. Schladow – Cravath Swaine & Moore; Joseph Zavaglia – Cravath Swaine & Moore; Paul Zumbro – Cravath Swaine & Moore; Joseph Gerstel – Davis Polk & Wardwell; Joseph P. Hadley – Davis Polk & Wardwell; Michael Kaplan – Davis Polk & Wardwell; Alexander Kraik – Davis Polk & Wardwell; Michael Mollerus – Davis Polk & Wardwell; Rahul Patel – Davis Polk & Wardwell; John Runne – Davis Polk & Wardwell; Patrick Sigmon – Davis Polk & Wardwell; Mayer Steinman – Davis Polk & Wardwell; Sarah Walton – Davis Polk & Wardwell;

Law Firms: Cravath Swaine & Moore; Davis Polk & Wardwell;

Clients: Bank of America Securities; Barclays Capital ; Citigroup Global Markets Ltd; Deutsche Bank Securities; Goldman Sachs & Co.; J.P. Morgan Securities LLC; RBC Capital Markets; Uniti Group Inc.; Wells Fargo Securities;


Author: Ambrogio Visconti