Attached files

file filename
EX-99.1 - EX-99.1 - Uniti Group Inc.a17-15991_1ex99d1.htm
EX-5.1 - EX-5.1 - Uniti Group Inc.a17-15991_1ex5d1.htm
EX-2.1 - EX-2.1 - Uniti Group Inc.a17-15991_1ex2d1.htm
8-K - 8-K - Uniti Group Inc.a17-15991_18k.htm

Exhibit 99.2

 

Uniti Group Inc.’s

Unaudited Pro Forma Combined Financial Data

 

The following unaudited pro forma consolidated financial statements present Uniti Group Inc.’s (“Uniti” or the “Company”) unaudited pro forma combined statements of income for the three months ended March 31, 2017 and the year ended December 31, 2016, and its unaudited pro forma combined balance sheet as of March 31, 2017.  These statements have been derived from (a) the historical financial statements of Uniti for the year ended December 31, 2016, which includes the results of PEG Bandwidth, LLC (“PEG”) from the May 2, 2016 acquisition date to December 31, 2016 and the results of Tower Cloud, Inc. (“Tower Cloud”) from the August 31, 2016 acquisition date to December 31, 2016; (b) the historical financial statements of PEG for the period from January 1, 2016 to May 1, 2016; (c) the historical financial statements of Tower Cloud for the period from January 1, 2016 to August 31, 2016; and (d) the historical financial statements of Southern Light, LLC (“Southern Light”) as of and for the three months ended March 31, 2017 and the year ended December 31, 2016.

 

The following unaudited pro forma combined financial statements give effect to the acquisition of Southern Light and the related transactions, including: (i) an issuance of $200 million of senior unsecured debt securities and approximately $517.5 million of common stock (19.5 million shares of the Company’s common stock, $0.0001 par value (“Common Stock”), at a price, prior to underwriting discounts, of $26.50 per share) to fund the cash portion of the Southern Light purchase consideration and for other general corporate purposes and (ii) issuance of 2.5 million Operating Partnership units (“OP Units”), exchangeable subject to certain conditions on a 1:1 basis for common stock (or cash equivalent value, at Uniti’s election), for purchase consideration to Southern Light equity holders.  Additionally, the unaudited pro forma combined financial statements for the year ended December 31, 2016 give effect to the 2016 acquisitions of PEG and Tower Cloud and the related transactions, including: (i) revolving credit facility borrowings and related interest expense to fund the cash portion of the purchase consideration, (ii) issuance of 2.9 million shares of Common Stock for purchase consideration and (iii) issuance of 87,500 shares of the Company’s 3% Series A Convertible Preferred Stock, liquidation preference $1,000 per share (the “Convertible Preferred Stock”), for purchase consideration in the PEG acquisition.  The unaudited pro forma combined statement of income assumes the purchases of Southern Light, PEG and Tower Cloud (the “Acquisitions”) occurred on January 1, 2016, and the unaudited pro forma combined balance sheet assumes the Southern Light Acquisition occurred on March 31, 2017.

 

The pro forma adjustments are based on currently available information and assumptions we believe are reasonable, factually supportable, directly attributable to the Acquisitions, and for the purposes of the pro forma combined financial statements, are expected to have a continuing impact on us. The pro forma financial statements do not reflect other transactions since January 1, 2016, including our issuance of additional debt securities during 2016, the repricings of our term loans or other acquisitions including the completed acquisitions of Network Management Holdings, LTD (“NMS”) and Hunt Telecommunications, LLC (“Hunt”), for which financial statements and pro forma financial statements are not required.

 

Our unaudited pro forma combined financial statements were prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth in the notes to our unaudited pro forma combined financial statements.  The following unaudited pro forma combined financial statements are presented for illustrative purposes only and do not purport to reflect the results we may achieve in future periods or the historical results that would have been obtained had the Acquisitions occurred on January 1, 2016 or had the Southern Light Acquisition occurred as of March 31, 2017, as the case may be.  Our unaudited pro forma combined financial statements also do not give effect to the potential impact of final purchase

 

1



 

accounting adjustments, current financial conditions, any anticipated synergies, operating efficiencies, costs savings, or integration costs that may result from the transactions described above.

 

Our unaudited pro forma combined financial statements are derived from, and should be read in conjunction with the historical financial statements of Uniti, Southern Light, PEG and Tower Cloud and accompanying notes filed herewith or previously filed with the SEC.

 

2



 

Uniti Group Inc.

Unaudited Pro Forma Balance Sheet

As of March 31, 2017

 

 

 

Historical

 

 

 

 

 

 

 

(Thousands, except par value)

 

Uniti

 

Southern
Light

 

Pro Forma
Adjustments

 

 

 

Pro Forma
Combined

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

$

2,672,349

 

$

208,349

 

$

12,133

 

(A) (T)

 

$

2,892,831

 

Cash and cash equivalents

 

68,726

 

73

 

82,427

 

(C) (T)

 

151,226

 

Accounts receivable, net

 

17,236

 

12,944

 

 

 

 

30,180

 

Goodwill

 

262,086

 

 

256,780

 

(A)

 

518,866

 

Intangible assets, net

 

214,061

 

 

255,300

 

(A)

 

469,361

 

Straight-line revenue receivable

 

33,406

 

 

 

 

 

33,406

 

Other assets

 

12,813

 

4,610

 

(634

)

(B)

 

16,789

 

Total Assets

 

$

3,280,677

 

$

225,976

 

$

606,006

 

 

 

$

4,112,659

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities, Convertible Preferred Stock and Shareholders’ Deficit:

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

$

56,023

 

$

17,338

 

$

 

 

 

$

73,361

 

Accrued interest payable

 

65,715

 

185

 

(185

)

(C)

 

65,715

 

Deferred revenue

 

293,879

 

33,998

 

(3,998

)

(A)

 

323,879

 

Derivative liability

 

1,536

 

 

 

 

 

1,536

 

Dividends payable

 

94,810

 

 

 

 

 

94,810

 

Deferred income taxes

 

47,048

 

 

 

 

 

47,048

 

Capital lease obligations

 

54,068

 

2,519

 

 

 

 

56,587

 

Contingent consideration

 

90,719

 

 

 

 

 

90,719

 

Notes and other debt, net

 

4,003,792

 

94,124

 

105,876

 

(C) (T)

 

4,203,792

 

Total liabilities

 

4,707,590

 

148,164

 

101,693

 

 

 

4,957,447

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible Preferred Stock, Series A, $0.0001 par value, 88 shares authorized, issued and outstanding, $87,500 liquidation value

 

81,296

 

 

 

 

 

81,296

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ Deficit:

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value, 50,000 shares authorized, no shares issued and outstanding

 

 

 

 

 

 

 

Common stock, $0.0001 par value, 500,000 shares authorized, issued and outstanding: 175,295 shares at March 31, 2017

 

16

 

 

2

 

(D)

 

18

 

Additional paid-in capital

 

141,503

 

 

517,498

 

(D)

 

659,001

 

Member’s equity

 

 

77,314

 

(77,314

)

(A)

 

 

Accumulated other comprehensive loss

 

3,072

 

498

 

(498

)

(A)

 

3,072

 

Distributions in excess of accumulated earnings

 

(1,652,800

)

 

 

 

 

(1,652,800

)

Total Uniti shareholders’ deficit

 

(1,508,209

)

77,812

 

439,688

 

 

 

(990,709

)

Noncontrolling Interests - operating partnership units

 

 

 

64,625

 

(D)

 

64,625

 

Total shareholders’ deficit

 

(1,508,209

)

77,812

 

504,313

 

 

 

(926,084

)

Total Liabilities, Convertible Preferred Stock, and Shareholders’ Deficit

 

$

3,280,677

 

$

225,976

 

$

606,006

 

 

 

$

4,112,659

 

 

3



 

Uniti Group Inc.

Unaudited Pro Forma Statement of Income

Three Months Ended March 31, 2017

 

 

 

Historical

 

 

 

 

 

 

 

(Thousands, except per share data)

 

Uniti

 

Southern
Light

 

Pro Forma
Adjustments

 

 

 

Pro Forma
Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Leasing

 

$

170,306

 

$

 

$

 

 

 

$

170,306

 

Fiber Infrastructure

 

34,812

 

21,967

 

 

 

 

56,779

 

Towers

 

1,428

 

 

 

 

 

1,428

 

Consumer CLEC

 

4,927

 

 

 

 

 

4,927

 

Total revenues

 

211,473

 

21,967

 

 

 

 

233,440

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

73,365

 

974

 

2,589

 

(Q) (T)

 

76,928

 

Depreciation and amortization

 

101,361

 

6,521

 

2,256

 

(G) (T)

 

110,138

 

General and administrative expense

 

13,978

 

5,967

 

2

 

(T)

 

19,947

 

Operating expenses

 

22,125

 

5,745

 

 

 

 

27,870

 

Other expenses, net

 

11,339

 

(153

)

168

 

(B) (T)

 

11,354

 

Transaction related costs

 

9,684

 

717

 

(4,183

)

(I)

 

6,218

 

Total costs and expenses

 

231,852

 

19,771

 

832

 

 

 

252,455

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

(20,379

)

2,196

 

(832

)

 

 

(19,015

)

Income tax expense (benefit)

 

(379

)

 

535

 

(O)

 

156

 

Net (loss) income

 

(20,000

)

2,196

 

(1,367

)

 

 

(19,171

)

Net loss attributable to noncontrolling interests

 

 

 

(274

)

(R)

 

(274

)

Net (loss) income available for shareholders

 

(20,000

)

2,196

 

(1,093

)

 

 

(18,897

)

Participating securities’ share in earnings

 

(387

)

 

 

 

 

(387

)

Dividends declared on convertible preferred stock

 

(656

)

 

 

 

 

(656

)

Amortization of discount on convertible preferred stock

 

(745

)

 

 

 

 

(745

)

Net (loss) income applicable to common shareholders

 

$

(21,788

)

$

2,196

 

$

(1,093

)

 

 

$

(20,685

)

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.14

)

 

 

 

 

 

 

$

(0.12

)

Diluted

 

$

(0.14

)

 

 

 

 

 

 

$

(0.12

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

Basic

 

155,184

 

 

 

20,019

 

(S)

 

175,203

 

Diluted

 

155,184

 

 

 

20,019

 

(S)

 

175,203

 

 

4



 

Uniti Group Inc.

Unaudited Pro Forma Statement of Income

Year Ended December 31, 2016

 

 

 

Historical

 

 

 

 

 

Historical

 

 

 

 

 

Historical

 

 

 

 

 

 

 

(Thousands, except per share data)

 

Uniti

 

PEG
Bandwidth,
LLC

January 1 -
May 1,
2016

 

Pro Forma
PEG

Adjustments

 

 

 

Tower
Cloud,
Inc.
January 1
- August
31, 2016

 

Pro Forma
Tower
Cloud
Adjustments

 

 

 

Southern
Light

 

Pro Forma
Southern
Light
Adjustments

 

 

 

Pro
Forma

Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leasing

 

$

677,368

 

$

 

$

 

 

 

$

 

$

 

 

 

$

 

$

 

 

 

$

677,368

 

Fiber Infrastructure

 

70,568

 

27,302

 

(73

)

(E)

 

27,701

 

(56

)

(E)

 

84,251

 

 

 

 

209,693

 

Consumer CLEC

 

22,472

 

 

 

 

 

 

 

 

 

 

 

 

 

22,472

 

Total revenues

 

770,408

 

27,302

 

(73

)

 

 

27,701

 

(56

)

 

 

84,251

 

 

 

 

909,533

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

275,394

 

3,250

 

175

 

(F)

 

3,119

 

487

 

(N)

 

3,370

 

11,193

 

(Q) (T)

 

296,988

 

Depreciation and amortization

 

375,970

 

11,113

 

660

 

(G)

 

13,258

 

3,069

 

(G)

 

23,641

 

9,039

 

(G) (T)

 

436,750

 

General and administrative expense

 

35,402

 

6,042

 

(214

)

(H)

 

5,990

 

(792

)

(H)

 

21,794

 

16

 

(T)

 

68,238

 

Operating expenses

 

49,668

 

10,246

 

(11

)

(H)

 

13,462

 

 

 

 

21,216

 

86

 

(T)

 

94,667

 

Other expenses, net

 

 

29

 

 

 

 

1,353

 

 

 

 

(536

)

662

 

(B) (T)

 

1,508

 

Transaction related costs

 

33,669

 

2,820

 

(14,021

)

(I)

 

1,356

 

(10,492

)

(I)

 

 

(175

)

(I)

 

13,157

 

Total costs and expenses

 

770,103

 

33,500

 

(13,411

)

 

 

38,538

 

(7,728

)

 

 

69,485

 

20,821

 

 

 

911,308

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

305

 

(6,198

)

13,338

 

 

 

(10,837

)

7,672

 

 

 

14,766

 

(20,821

)

 

 

(1,775

)

Income tax expense (benefit)

 

517

 

 

 

 

 

 

(1,226

)

(O)

 

 

(2,374

)

(O)

 

(3,083

)

Net (loss) income

 

(212

)

(6,198

)

13,338

 

 

 

(10,837

)

8,898

 

 

 

14,766

 

(18,447

)

 

 

1,308

 

Net income attributable to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

3

 

(R)

 

3

 

Net (loss) income available for shareholders

 

(212

)

(6,198

)

13,338

 

 

 

(10,837

)

8,898

 

 

 

14,766

 

(18,450

)

 

 

1,305

 

Participating securities’ share in earnings

 

(1,557

)

 

 

 

 

 

 

 

 

 

 

 

 

(1,557

)

Accretion of preferred units to redemption value

 

 

(3,677

)

3,677

 

(J)

 

 

 

 

 

 

 

 

 

 

Dividends declared on convertible preferred stock

 

(1,743

)

 

(882

)

(K)

 

 

 

 

 

 

 

 

 

(2,625

)

Amortization of discount on convertible preferred stock

 

(1,985

)

 

(891

)

(L)

 

 

 

 

 

 

 

 

 

(2,876

)

Net (loss) income applicable to common shareholders

 

$

(5,497

)

$

(9,875

)

$

15,242

 

 

 

$

(10,837

)

$

8,898

 

 

 

$

14,766

 

$

(18,450

)

 

 

$

(5,753

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.04

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(0.03

)

Diluted

 

$

(0.04

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(0.03

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

152,473

 

 

 

333

 

(M)

 

 

 

1,245

 

(P)

 

 

 

20,019

 

(S)

 

174,070

 

Diluted

 

152,473

 

 

 

333

 

(M)

 

 

 

1,245

 

(P)

 

 

 

20,019

 

(S)

 

174,070

 

 

5



 

Uniti Group Inc.

Notes to Unaudited Pro Forma Combined Financial Data - Continued

 

Basis of Presentation

 

Uniti Group Inc. (“Uniti” or the “Company”), formally known as Communications Sales & Leasing, Inc. (“CS&L”), was incorporated in the state of Delaware in February 2014 and reorganized in the state of Maryland on September 4, 2014 as a subsidiary or Windstream Holdings, Inc. (“Windstream Holdings” and together with its consolidated subsidiaries “Windstream”), On April 24, 2015 Uniti was separated and spun-off from Windstream, whereby Windstream contributed certain telecommunications network assets, including fiber and copper networks and other real estate (the “Distribution Systems”), and the Consumer CLEC Business, a small consumer competitive local exchange carrier business, to Uniti in exchange for cash, shares of common stock of Uniti and certain indebtedness of Uniti.

 

On May 2, 2016, August 31, 2016 and July 3, 2017, Uniti completed its previously announced acquisitions of PEG Bandwidth, LLC (“PEG Bandwidth”), Tower Cloud, Inc. (“Tower Cloud”) and Southern Light, LLC (“Southern Light”), respectively.  As a result of these acquisitions, PEG, Tower Cloud and Southern Light became wholly-owned subsidiaries of Uniti. The unaudited pro forma combined financial statements give effect to the acquisitions of PEG, Tower Cloud and Southern Light, and the related transactions discussed above.

 

Consideration Transferred

 

The acquisitions of Southern Light, PEG and Tower Cloud have been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”), which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values, with any excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill.  Additionally, ASC 805 establishes that equity issued to effect the acquisition be measured at the closing date of the transaction at the then-current market price.

 

Southern Light, LLC

 

The fair value of the consideration transferred is as follows:

 

(Thousands)

 

 

 

Cash transferred (1)

 

$

635,000

 

Fair value of Uniti OP Units (2)

 

64,625

 

Total value of consideration transferred

 

$

699,625

 

 


(1)         The cash transferred of $635 million was funded through a combination of proceeds from an offering of $200 million of senior unsecured notes and an offering of 19.5 million shares of Uniti common stock at an issue price, prior to underwriting discounts, of $26.50 per share.

 

(2)         The fair value was of the OP Units is based on Uniti’s closing stock price on March 31, 2017.

 

6



 

Uniti Group Inc.

Notes to Unaudited Pro Forma Combined Financial Data - Continued

 

Southern Light Preliminary Purchase Price Allocation

 

The following is a summary of the preliminary estimated fair values of the net assets acquired:

 

(Thousands)

 

 

 

Property, plant and equipment

 

$

220,482

 

Accounts receivable

 

12,944

 

Other assets

 

3,976

 

Goodwill

 

256,780

 

Intangible assets

 

255,300

 

Accounts payable, accrued expenses and other liabilities

 

(17,338

)

Deferred revenue

 

(30,000

)

Capital lease obligations

 

(2,519

)

Total purchase price

 

$

699,625

 

 

The above purchase price allocation is considered preliminary and is subject to revision when the valuation of assets and liabilities are finalized upon receipt of the final valuation report from a third party valuation specialist, and resolution of contractual adjustments, such as working capital adjustments, set forth in the Membership Interest Purchase Agreement, dated April 7, 2017.

 

PEG Bandwidth, LLC

 

The fair value of the consideration transferred is as follows:

 

(Thousands)

 

 

 

Cash transferred (1)

 

$

322,498

 

Fair value of Uniti Series A Convertible Preferred Stock Issued (2)

 

78,566

 

Fair value of Uniti common stock issued (3)

 

23,230

 

Total value of consideration transferred

 

$

424,294

 

 


(1)         The cash transferred was funded through cash on hand and borrowings under Uniti’s revolving credit facility.

(2)         The liquidation value of our Series A Convertible Preferred Stock is $87.5 million.  The fair value was estimated using an income approach framework, including valuing the conversion feature using a Black-Scholes model.

(3)         The fair value of the Uniti common stock of $23.2 million was calculated by multiplying the 1 million shares of Uniti common stock issued as purchase consideration, by $23.23, the closing trading price per share of Uniti common stock on April 29, 2016.

 

7



 

Uniti Group Inc.

Notes to Unaudited Pro Forma Combined Financial Data - Continued

 

PEG Purchase Price Allocation

 

The following is a summary of the estimated fair values of the net assets acquired:

 

(Thousands)

 

 

 

Property, plant and equipment

 

$

293,030

 

Cash and cash equivalents

 

7,003

 

Accounts receivable

 

6,584

 

Other assets

 

5,161

 

Goodwill

 

145,054

 

Intangible assets

 

38,000

 

Accounts payable, accrued expenses and other liabilities

 

(8,643

)

Deferred revenue

 

(12,700

)

Capital lease obligations

 

(49,195

)

Total purchase price

 

$

424,294

 

 

Tower Cloud, Inc.

 

The fair value of the consideration transferred is as follows:

 

(Thousands)

 

 

 

Cash transferred (1)

 

$

187,501

 

Fair value of contingent consideration

 

98,600

 

Fair value of Uniti common stock issued (2)

 

58,515

 

Total value of consideration transferred

 

$

344,616

 

 


(1)         The cash transferred was funded through cash on hand and borrowings under Uniti’s revolving credit facility.

(2)         Per the merger agreement, 1.9 million shares of Uniti common stock were issued in connection with the Tower Cloud acquisition. The acquisition date fair value of the Uniti common stock was calculated by multiplying 1.9 million shares of Uniti common stock by $31.20, the closing trading price per share of Uniti common stock on August 31, 2016.

 

8



 

Uniti Group Inc.

Notes to Unaudited Pro Forma Combined Financial Data - Continued

 

Tower Cloud Purchase Price Allocation

 

The following is a summary of the estimated fair values of the net assets acquired:

 

(Thousands)

 

 

 

Property, plant and equipment

 

$

163,680

 

Cash and cash equivalents

 

14,346

 

Accounts receivable

 

3,043

 

Other assets

 

2,595

 

Goodwill

 

117,032

 

Intangible assets

 

116,218

 

Accounts payable, accrued expenses and other liabilities

 

(16,782

)

Deferred revenue

 

(23,900

)

Deferred income taxes

 

(24,866

)

Capital lease obligations

 

(6,750

)

Total purchase price

 

$

344,616

 

 

Pro Forma Adjustments

 

(A)       To reflect preliminary purchase accounting adjustments related to the Southern Light acquisition, as noted in the schedule above.

 

(B)       Southern Light received patronage income from one of its long-term debt providers.  A portion of this was paid in cash and reflected in other expense, net, and a portion was paid in the equity of the lender, which is reflected in other assets.  This adjustment reflects removal of patronage income and related investment.

 

(C)       To reflect the removal of accrued interest associated with Southern Light’s debt, and the issuance of debt to fund the cash portion of the Southern Light consideration, offset by the retirement of Southern Light’s debt and removal of deferred financing costs, calculated as follows:

 

(Thousands)

 

March 31, 2017

 

Issuance of Unsecured Notes

 

$

200,000

 

Remove Southern Light debt, net

 

(92,296

)

Remove Southern Light debt, net of VIE (see footnote T)

 

(1,828

)

Net adjustment to Notes and Other Debt, net

 

$

105,876

 

 

The difference in the amount of debt issued and cash consideration paid in partial consideration for Southern Light is reflected as an increase to cash on the balance sheet, calculated as follows:

 

(Thousands)

 

 

 

Issuance of Unsecured Notes

 

$

200,000

 

Fair value of Uniti common stock issued

 

517,500

 

Cash transferred

 

(635,000

)

Remove Southern Light cash and cash equivalents of VIE (see footnote T)

 

(73

)

Increase to cash and cash equivalents

 

$

82,427

 

 

9



 

Uniti Group Inc.

Notes to Unaudited Pro Forma Combined Financial Data - Continued

 

The above calculations do not give effect to the payment of transaction fees and expenses in connection with the transactions described.

 

(D)       To reflect issuance of OP Units as partial consideration for acquisition of Southern Light, and the issuance of 19.5 million shares of Uniti common stock to partially fund the cash portion of the purchase consideration.

 

(E)        To reflect the adjustment to deferred revenue related to estimated purchase accounting adjustments.

 

(F)         To reflect the adjustment to interest expense related to the draw on the revolving credit facility, offset by removal of interest expense related to PEG’s loan from parent, calculated as follows:

 

(Thousands)

 

Year Ended
December 31, 2016

 

Revolving credit facility (LIBOR + 2.25%)

 

$

2,921

 

Capital lease obligation adjustment

 

253

 

Remove PEG interest expense on loan from parent

 

(2,466

)

Remove PEG amortization of deferred financing costs and debt discount

 

(533

)

Net adjustment to interest expense

 

$

175

 

 

For the purposes of the unaudited pro forma combined financial statements, we have assumed LIBOR as the average monthly 1-month LIBOR rate during the pre-acquisition period, which was 0.44%.

 

(G)       To reflect impact on depreciation and amortization of step-up in net assets acquired.

 

(H)      To reflect removal of the acquired company stock-based compensation expense, as all historical stock-based awards were cancelled at closing in accordance with the relevant purchase agreement.

 

(I)           To remove acquisition and transaction costs directly attributable to the acquisition of respective companies.

 

(J)           To remove the impact of the accretion of PEG preferred units to their redemption value, as Uniti acquired 100% of the interests in PEG.

 

(K)       To reflect preferred stock dividends related to the issuance of 87,500 shares of Convertible Preferred Stock, with a liquidation preference of $87.5 million.

 

(L)        To reflect accretion of the estimated fair value of the Convertible Preferred Stock issued in partial consideration for the acquisition of PEG to its liquidation value.  The difference is amortized, using the effective interest rate method, over the expected term of the Convertible Preferred Stock, which is estimated at 3 years. Based on the estimated fair value of the Convertible Preferred stock, the accretion was calculated assuming a 3.66% effective interest rate.

 

(M)    To reflect adjustment to weighted-average common shares outstanding as if the 1 million shares of Uniti common stock issued as partial consideration for the acquisition of PEG were outstanding as of January 1, 2016.

 

(N)       To reflect the adjustment to interest expense related to the draw on the revolving credit facility, offset by removal of interest expense related to Tower Cloud’s revolving loan agreement, calculated as follow:

 

10



 

Uniti Group Inc.

Notes to Unaudited Pro Forma Combined Financial Data - Continued

 

(Thousands)

 

Year Ended
December 31, 2016

 

Revolving credit facility (LIBOR + 2.25%)

 

$

2,742

 

Remove Tower Cloud interest expense on revolving loan agreement

 

(2,040

)

Remove Tower Cloud amortization of deferred financing costs and debt discount

 

(215

)

Net adjustment to interest expense

 

$

487

 

 

For the purposes of the unaudited pro forma combined financial statements, we have assumed LIBOR as the average monthly 1-month LIBOR rate during the pre-acquisition period, which was 0.45%.

 

(O)       To reflect the estimated deferred taxes and income tax expense. This does not reflect Uniti’s effective tax rate, which includes other tax charges or benefits, and does not take into account any historical or possible future tax events that may impact the combined company.

 

(P)         To reflect adjustment to weighted-average common shares outstanding as if the 1.9 million shares of Uniti common stock issued as partial consideration for the acquisition of Tower Cloud were outstanding as of January 1, 2016.

 

(Q)       To reflect the adjustment to interest expense related to the issuance of debt to fund the cash portion of the acquisition cost, offset by removal of interest expense related to Southern Light’s debt, calculated as follows:

 

(Thousands)

 

Three Months Ended
March 31, 2017

 

Year Ended
December 31, 2016

 

Unsecured Notes (assumed interest rate of 7.125%)

 

$

3,563

 

$

14,250

 

Remove Southern Light interest expense on revolving loan agreement

 

(960

)

(3,036

)

Remove Southern Light interest expense of VIE (see footnote T)

 

(14

)

(21

)

Net adjustment to interest expense

 

$

2,589

 

$

11,193

 

 

(R)       To reflect net income related to noncontrolling interests associated with the outstanding OP Units issued as partial consideration for the acquisition of Southern Light.

 

(S)         To reflect adjustment of weighted-average common shares outstanding as if the 19.5 million shares of Uniti common stock to be issued in the contemplated equity offering to partially fund the cash portion of the consideration for the acquisition of Southern Light were outstanding as of January 1, 2016.

 

(T)        The 2016 audited financial statements and unaudited financial statements as of and for the three months ended March 31, 2017 of Southern Light include the consolidation of a Variable Interest Entity (“VIE”), an entity in which Southern Light held a controlling interest. The VIE is not being acquired by Uniti in the Southern Light Acquisition, and therefore the financial statements of Southern Light have been adjusted to give effect to the de-consolidation of the financial impact of the

 

11



 

Uniti Group Inc.

Notes to Unaudited Pro Forma Combined Financial Data - Continued

 

VIE. The impact of de-consolidating the VIE from Southern Light’s financial statements results in the following increase (decrease) to the financial statements:

 

(Thousands)

 

March 31, 2017

 

Property, plant and equipment, net

 

$

(1,865

)

Cash and cash equivalents

 

(73

)

Notes and other debt, net

 

(1,828

)

 

 

 

 

 

(Thousands)

 

Three Months Ended
March 31, 2017

 

Year Ended
December 31, 2016

 

Interest expense

 

$

(14

)

$

(21

)

Depreciation and amortization

 

(9

)

(21

)

General and administrative expense

 

2

 

16

 

Operating expenses

 

 

86

 

Other expenses, net

 

 

(8

)

Total cost and expenses

 

$

(21

)

$

52

 

 

12