Filed by Uniti Group
Inc.
(Commission File No.:
001-36708)
Pursuant to Rule 425
of the Securities Act of 1933
and deemed filed pursuant
to Rule 14a-12
of the Securities Exchange
Act of 1934
Subject Company: Uniti
Group Inc.
(Commission File No.:
001-36708)
On July 17, 2024, Uniti Group Inc. (“Uniti”)
made the following content available on its website regarding Uniti's contemplated transaction (the "Transaction") with Windstream Holdings
II, LLC (“Windstream”). A transcript of the video linked in the content is available below.
July 9, 2024 / 11:00am Remarks on the Uniti-Windstream merger
Participants
Kenneth Gunderman Uniti Group
Inc. – President, Chief Executive Officer, Director
Sarah Huckabee Sanders Governor
of Arkansas
Frank Scott, Jr. Mayor of Little
Rock
Leslie Rutledge Lieutenant Governor
of Arkansas
Jennnifer Ragsdale Uniti Group
Inc. - SVP, Chief Administrative Officer
Remarks
Kenneth Gunderman Uniti
Group Inc. – President, Chief Executive Officer, Director
We are extremely excited to bring together
two great Arkansas companies to create a fiber, national fiber powerhouse. This new company is going to have close to 220,000 route miles
of fiber across 46 states. That makes us the largest independent fiber provider in the country. We’ll have 10,000,000 strand miles
of fiber.
Because of that capacity of that network,
and because of the quality of the network and the reliability of the network, some of the biggest and most important companies in the
world are our customers: Verizon, AT&T, T-Mobile, Google, Amazon, Meta, Microsoft. And we are very proud of those customers. We’re
most proud of our local schools, hospitals, first responders, our great United States Military as a customer, and the millions of homes
and small businesses around the country. And there’s no fiber network besides Uniti’s that has a deeper reach into rural
America than ours. The pace of innovation is dramatic and without fiber connectivity you cannot keep up.
For those reasons plus many others, we’re
super excited about this deal. I want to say thank you to the roughly 10,000 employees of this combined company. Representing Windstream
today, we’ve got Kristi Moody, the Executive Vice President and General Counsel; Mary Michaels, the Head of HR; and David Avery,
Head of Government Affairs. So we’re really excited to be working together as colleagues and friends. And with that, Governor Sanders,
we look forward to your comments.
Sarah Huckabee Sanders
Governor of Arkansas
Like I said, it’s a pleasure and
a privilege to be here to celebrate the newest and biggest chapter in Uniti and Windstream’s histories. This is a great day here
in Arkansas. We take pride in companies that exist that provide good paying jobs to hardworking Arkansans all across the state, and I
know that we are all excited that one of our biggest is staying right here in Little Rock.
The network is invaluable when you’re
building a business, and it’s why our city and our state constantly punch above our weight. I want to give a big thank you and
a shout out to you and the entire team that have brought us here together, and everyone at the two companies who have helped make that
merger successful. I think there are very big things in store, not just for this business but our entire state, because of examples like
this. Anybody can look at Arkansas and see what we are capable of, and what can be done here. So, thank you for your leadership, thank
you for this incredible opportunity, and thank you for continuing to commit in investing right here in Arkansas. Thanks for being here
with us today.
July 9, 2024 / 11:00am Remarks on the Uniti-Windstream merger
Frank Scott, Jr. Mayor
of Little Rock
We’re here today at Uniti, as we
just announced the merger between Uniti and Windstream, now creating a fiber powerhouse in these United States of America, led by my
dear friend, Kenny Gunderman. We want to wish you all a great success, but most importantly, thank you for choosing Little Rock. You’re
growing here, and you’re transforming our city, and the state’s capital city, and we’re very grateful for that.
Leslie Rutledge Lieutenant
Governor of Arkansas
Could not be more excited about the Uniti/Windstream
merger. Great Arkansas companies that now the rest of America is going to get to experience by bringing fiber right into your home, that
connectivity that we can’t replace. And in today’s world, it’s imperative to success and to living the American dream,
just like Kenny Gunderman and the rest of the Uniti/Windstream team. We’re excited about their leadership, excited to bring fiber
right to you.
Jennifer Ragsdale Uniti
Group Inc. - SVP, Chief Administrative Officer
This has been a fantastic day. We are
beyond excited for this merger. Uniti Group has been named a Great Place to Work for seven consecutive years, and we were just named
to Arkansas Business’s Best Workplace. We’re excited to merge with Windstream and expand everything we’ve learned here,
and everything they’ve learned there to make this the best company for all of our 10,000 employees.
Sarah Huckabee Sanders
Governor of Arkansas
I am so excited about what is happening
here at Uniti and the merger of two great companies. We know that this will continue to be another great Arkansas success story, something
we’re really proud of. We know what it means not just to central Arkansas, but our entire state, and excited to see what this will
continue to do in the future.
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 buy securities
of Uniti, Windstream or 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 any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such 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 an exemption
from, or in a transaction not subject to, such registration requirements.
Additional Information and Where to Find It
Uniti and Windstream plan to file relevant materials
with the SEC in connection with the contemplated Transaction, including a registration statement on Form S-4 with the SEC that contains
a proxy statement/prospectus and other documents. Uniti will mail the proxy statement/prospectus contained in the 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 Transaction.
THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION WILL CONTAIN IMPORTANT INFORMATION ABOUT UNITI, WINDSTREAM, NEW UNITI, THE TRANSACTION
AND RELATED MATTERS. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS AND SUCH DOCUMENTS, BEFORE THEY MAKE ANY DECISION
WITH RESPECT TO THE TRANSACTION. The proxy statement/prospectus, any amendments or supplements thereto and all other documents filed with
the SEC in connection with the Transaction will be available when filed 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 Uniti's investor relations website (at https://investor.uniti.com/financial-information/sec-filings).
Participants in the Solicitation
Uniti, Windstream and their respective directors
and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Uniti’s
stockholders in connection with the Transaction. Information about Uniti’s directors 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 Transaction, including a description of their direct or indirect interests, by security holdings or otherwise,
will be set forth in the proxy statement/prospectus and other relevant materials when they are filed with the SEC. These documents can
be obtained free of charge from the sources indicated above.
Forward-Looking Statements
This communication contains forward-looking statements,
including within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified
by terms such as “may,” “will,” “appears,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative
of these words or other similar terms or expressions that concern expectations, strategy, plans, or intentions. However, the absence of
these words or similar terms does not mean that a statement is not forward-looking. All forward-looking statements are based on information
and estimates available to Uniti and Windstream at the time of this communication and are not guarantees of future performance.
Examples of forward-looking statements in this
communication (made at the date of this communication unless otherwise indicated) include, among others, statements regarding our merger
with Windstream and the future performance of New Uniti (together with Windstream and Uniti, the “Merged Group”), the
perceived and potential synergies and other benefits of the Transaction, and expectations around the financial impact of the Transaction
on the Merged Group’s financials. 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 Transaction (including expected benefits to shareholders of Uniti),
expectations for the ongoing development and growth potential of the Merged Group and the future operation of Uniti, Windstream and the
Merged Group.
These statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance
or achievements expressed or implied by any forward-looking statement and may include statements regarding the expected timing and structure
of the Transaction; the ability of the parties to complete the Transaction considering the various closing conditions; the expected benefits
of the Transaction, 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 Transaction;
and anticipated growth strategies and anticipated trends in Uniti’s, Windstream’s and, following the expected completion of
the Transaction, New Uniti’s business.
In addition, other factors related to the Transaction
that contribute to the uncertain nature of the forward-looking statements and that could cause actual results and financial condition
to differ materially from those expressed or implied include, but are not limited to: the satisfaction of the conditions precedent to
the consummation of the Transaction, including, without limitation, the receipt of shareholder and regulatory approvals on the terms desired
or anticipated; unanticipated difficulties or expenditures relating to the Transaction, including, without limitation, difficulties that
result in the failure to realize expected synergies, efficiencies and cost savings from the Transaction 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 Transaction; risks relating to the value of New Uniti’s securities to be issued in the Transaction; disruptions
of Uniti’s and Windstream’s current plans, operations and relationships with customers caused by the announcement and pendency
of the Transaction; legal proceedings that may be instituted against Uniti or Windstream following announcement of the Transaction; funding
requirements; regulatory restrictions (including changes in regulatory restrictions or regulatory policy) and risks associated with general
economic conditions.
Additional factors that could cause actual results,
level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed
or implied by the forward-looking statements are detailed in the filings 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 Transaction
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 expected synergies).
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.
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