Uniti Group completes move to Delaware ahead of planned Windstream merger

Published 29/07/2025, 22:30
Uniti Group completes move to Delaware ahead of planned Windstream merger

Uniti Group Inc. (NASDAQ:UNIT) announced Tuesday it has changed its state of incorporation from Maryland to Delaware. The transition, completed through a plan of conversion approved by shareholders on April 2, aligns Uniti’s corporate structure with the requirements for its upcoming merger with a subsidiary of New Windstream, LLC.

According to a statement in the company’s SEC filing, the Delaware conversion was finalized by filing the necessary documents with both Maryland and Delaware state authorities. Uniti’s board of directors also adopted new bylaws as part of the process.

Following the change, Uniti’s affairs will be governed by Delaware corporation law. All outstanding shares of Uniti Maryland common stock were automatically converted to shares of Uniti Delaware common stock, with no action required from stockholders. The company’s board members and officers remain unchanged, and all employee benefit and incentive plans have been assumed by the new Delaware entity. Shares will continue to trade on the Nasdaq Global Select Market under the symbol “UNIT.”

The company stated that the conversion is in anticipation of the previously announced merger with a New Windstream, LLC subsidiary, under an agreement first signed on May 3, 2024, and amended on July 17, 2024. All required regulatory and shareholder approvals for the merger have been received. The parties intend to complete the merger and related transactions on or about August 1, subject to customary closing conditions.

As outlined in the merger agreement, Uniti stockholders are expected to receive approximately 0.6029 shares of the combined company’s common stock for each Uniti share held immediately prior to the merger, along with cash in lieu of fractional shares.

This article is based on a statement from Uniti Group’s Form 8-K filing with the Securities and Exchange Commission.

In other recent news, Uniti Group Inc. has received the final regulatory approval from the California Public Utilities Commission for its merger with an affiliate of Windstream. This transaction, having already secured all necessary approvals and stockholder consent, is expected to close around August 1, 2025. Additionally, Uniti Group launched a $600 million senior notes offering, with proceeds intended for partial redemption of existing notes. The offering is contingent upon securing at least $550 million in debt financing. In financial updates, Uniti reported in-line revenue and EBITDA for the first quarter of 2025, reaffirming all major guidance metrics. Despite these solid results, TD Cowen reiterated a Buy rating for Uniti, maintaining it as a top investment idea alongside T-Mobile and Equinix (NASDAQ:EQIX). Furthermore, during Uniti’s recent annual meeting, shareholders elected all five director nominees to the Board of Directors with overwhelming support. These developments highlight significant activity within the company, reflecting ongoing strategic and financial maneuvers.

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