v3.26.1
Merger and Purchase Price Allocation (Tables)
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Merger Consideration The calculation of merger consideration was as follows:
(Millions)
Fair value of Common Stock issued in the Merger (a)$733.7 
Fair value of Preferred Stock issued in the Merger (b)630.4 
Fair value of Warrants issued in the Merger (c)142.7 
Merger Cash Consideration370.7 
Settlement of preexisting relationships (d)499.1 
Total merger consideration$2,376.6 

(a)The fair value of 90,133,152 shares of Common Stock issued to Windstream equityholders was based on Old Uniti’s closing stock price on August 1, 2025 of $8.14.

(b)The fair value of 575,000 shares of Preferred Stock issued to Windstream equityholders was determined using a Black-Derman-Toy lattice model incorporating the contractual terms of the Preferred Stock, as well as the risk associated with the Preferred Stock, which was accounted for through the risk free rate term structure and a credit risk adjusted spread of 4.5%.

(c)The fair value of 17,558,406 Warrants issued to Windstream equityholders was based on the intrinsic value of each warrant of $8.13 computed as the difference between the accounting acquirer’s closing stock price on August 1, 2025 and the exercise price of the warrant, which was deemed to be a reasonable proxy of the fair value of the Warrants.

(d)Represents the amount of total merger consideration attributable to the effective settlement of preexisting relationships as of August 1, 2025 between Old Uniti and Windstream, as further discussed below.
Schedule of Preliminary Fair Values of the Assets Acquired and Liabilities The following table summarizes the preliminary allocation of the Merger consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Windstream:
(Millions)Preliminary
Allocation
Fair value of assets acquired:
  Cash, cash equivalents and restricted cash$141.2 
  Accounts receivable315.7 
  Prepaid expenses and other current assets283.5 
  Property, plant and equipment3,531.0 
  Goodwill1,001.1 
  Customer relationships 750.0 
  IPv4 addresses 186.4 
  Trade name115.0 
  Spectrum licenses78.9 
  Right of way 38.1 
  Operating lease right-of-use assets431.9 
  Other assets52.7 
    Total assets acquired6,925.5 
Fair value of liabilities assumed:
  Current portion of operating lease obligations107.4 
  Accounts payable125.6 
  Deferred revenue132.1 
  Other current liabilities417.3 
  Long-term debt2,841.2 
  Noncurrent operating lease obligations315.2 
  Deferred income taxes290.2 
  Noncurrent deferred revenue88.3 
  Pension obligation103.6 
  Other liabilities128.0 
    Total liabilities assumed4,548.9 
Total merger consideration$2,376.6 
Schedule of Business Combination, Merger Related Expense Transaction related and other costs were as follows:
Three Months Ended
March 31,
(Millions)20262025
Professional services and fees (a)$0.8 $7.6 
Integration costs (b)26.0 — 
Other (c)3.3 0.2 
Total$30.1 $7.8 

(a)Consists of investment banking, legal, regulatory, accounting and other consulting and advisory services directly associated with the Merger.

(b)Includes direct costs incurred in integrating the acquired operations of Windstream, including consulting services, systems and data conversion, network optimization, contract termination fees, rebranding and marketing costs, transaction and retention bonuses, and severance and related employee benefit costs.

(c)Consists primarily of expenses incurred in connection with the offering of our asset-backed securities discussed in Note 5.
Schedule of Unaudited Pro Forma Consolidated Results of Operations
The following unaudited pro forma financial information presents the combined results of operations of Uniti for the three months ended March 31, 2025 as if the Merger occurred as of January 1, 2024:

(Millions)
Total revenue and sales$977.3 
Net loss$(8.8)