Uniti : Nareit 2024 REITweek Investor Conference Presentation

Nareit

2024 REITweek Investor Conference

June 5, 2024

Together, Building the Future

Cautionary Statement

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 Group Inc. ("Uniti"), Windstream Holdings II, LLC ("Windstream") or the proposed combined company ("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 Securities and Exchange Commission (the "SEC") in connection with the contemplated transaction (the "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.

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Cautionary Statement

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: our 2024 financial outlook, expectations regarding lease-up of our network, strong demand trends, business strategies, growth prospects, in addition to statements regarding our merger with Windstream (including expected benefits to shareholders of Uniti), the future performance of the new entity resulting form the merger of Uniti and Windstream (the "Merged Group"), perceived and potential synergies, expectations around the financial impact of the Transaction on the Merged Group's financials, the expected timing and structure of the Transaction, the competitive ability and position of Merged Group following completion of the Transaction, and other expected benefits of the Transaction, such as improved operations, ongoing development and growth potential, market profile, business plans, expanded portfolio and financial strength of the Merged Group.

Although we believe that the assumptions underlying the forward-looking statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could materially alter our expectations include, but are not limited to, the future prospects of Windstream, in its capacity as our largest customer; the ability and willingness of our customers to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing customer; the availability of and our ability to identify suitable acquisition opportunities; our ability to generate sufficient cash flows to service our outstanding indebtedness and fund our capital funding commitments; our ability to access debt and equity capital markets; the impact on our business or the business of our customers as a result of credit rating downgrades and fluctuating interest rates; changes in the U.S. tax law and other state, federal or local laws; covenants in our debt agreements that may limit our operational flexibility; the possibility that we may experience equipment failures, natural disasters, cyber-attacks or terrorist attacks for which our insurance may not provide adequate coverage; risks inherent in the communications industry and in the ownership of communications distribution systems, including potential liability relating to environmental matters and illiquidity of real estate investments; 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 the 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; and additional factors detailed in 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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Uniti + Windstream Merger Overview

Transformative Combination Unlocks Significant Value

Uniti and Windstream to combine to create a premier insurgent fiber provider with ~$4 billion in revenue and 217,000 fiber route miles covering 47 states within the U.S.

Existing Uniti shareholders will own ~62% and existing Windstream shareholders will own ~38% of the outstanding common equity of the combined company(1), with certain of Windstream's largest shareholders, including Elliott, rolling substantially all of their investment value in Windstream into the combined company

New combined company will be well-positioned in rapidly growing market for digital infrastructure services, particularly in Tier II and III markets

Combination accelerates growth, improves competitiveness and removes several dis-synergies and encumbrances, with additional levers for value creation and increased strategic optionality

Compelling financial profile with meaningful synergies, enhanced cash flow generation and improved leverage that supports increasing shareholder returns

1. Ownership percentage excludes impact of non-voting warrants issued to certain shareholders of Windstream. Inclusive of non-voting warrants, existing Uniti shareholders will own ~58% of the outstanding common equity of the combined company and existing Windstream shareholders will own ~42% of the outstanding common equity of the combined company.

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Merger Pre-Close Priorities

Execution at Uniti Fiber and Uniti Leasing

Unified Investor Relations Messaging with Windstream

Develop Integration Plan

• Finalize Leadership Team
• Refine Kinetic Insurgent Go-to-Market Strategy
• Maximize Off-Net to On-Net Cost Synergies

Refine Expanded FTTH Build Plan

• BEAD Program Developments

Begin Strategic Review of New Asset Portfolio

• Develop Robust Execution Plan

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FTTH Industry Benchmarks

						Industry Benchmark Range
					Low		Average	High
		Year 1(1)
Fiber Network	~29%		9%	~20%	32%
Penetration
% of Homes
Passed	Maturity	>40.0%		27%	~40%	47%
Broadband ARPU(2)	~$90		$43	~$65	$100
Avg. Broadband Revenue per Sub
Cost per Passing(3)	~$650		$546	~$990	$1,936
$ per Passing
FTTH Coverage(4)		~60%		41%	~60%	71%
% of Network Covered with Fiber
Once Build Plan is Complete
Fiber Network Route Miles(5)	~217K		~15K		~105K	~350K

1. Based on Windstream's 2023 cohort penetration rate.
2. Consumer broadband ARPU as of March 31, 2024.
3. Kinetic cost per passing excludes RDOF and PPP funding.

(4)	Reflects expanded build plan for Kinetic. Industry benchmark range based on Consolidated's, Frontier's, Lumen's, and TDS' announced build plans and total passings as of March 31, 2024.	7
(5)	Includes all owned fiber for both Uniti and Windstream. Industry benchmark range based on Kagan estimates of FTTH providers.

New Uniti Long Term Growth

• Current Business Plan Fully Funded
• • 2024-2025Cumulative Free Cash Flow Burn Expected to be More than Fully Fundedwith On-Hand Available Liquidity
  • New Uniti Expected to be Free Cash Flow Positive by the End of 2026

	New Uniti			New Uniti
($ in billions)	Revenue(1)			Adjusted EBITDA(2)
$4.1	$4.0
$1.0	$0.7		($ in billions)
		2.1%
	$0.9		$2.0
	CAGR	$1.7	$0.3
$0.8
			$0.3	$0.5
		2.3%	$0.4
$2.2	$2.5
	CAGR		$1.2
		$1.0
2023	2028 Estimate		2023	2028 Estimate
Kinetic	Fiber Infrastructure Managed Services		Kinetic	Fiber Infrastructure Managed Services

4.0%

CAGR

3.8%

CAGR

Net Capital Intensity(3)

Net Leverage(4)

	2023			2028 Estimate
~28%		15% - 20%
	~4.8x		~4.5x

1. Excludes legacy Windstream revenue. Excluding Windstream wholesale, Fiber Infrastructure revenue CAGR would be 8.0%.
2. Excludes corporate expenses. Excluding Windstream wholesale, Fiber Infrastructure Adjusted EBITDA CAGR would be 12.2%.
3. Excludes expanded build plan for Kinetic.
4. Gives effect for the $425 million cash payment to holders of Windstream.

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New Uniti Intrinsic Value Supported by Recent Financing / Strategic Transactions

• Based on Current Fiber Build Plan, ~60% of Kinetic's 2028 Estimated Adjusted EBITDA will be Fiber Related

• EXPECTED Kinetic Weighted Average Blended Multiple of 8.0x to 12.0x

$ in Billions

2023

Adjusted EBITDA(1)

Recent Industry Multiples

ABS	Private Market
Leverage	M&A

CURRENT

Weighted Average

Blended Multiple

Public Market

Multiples(2)

Kinetic - DSL	$0.7		N/A	5.0x	6.0x
Kinetic - Fiber	$0.3	9.0x	12.0x	10.0x	20.0x

6.5x 9.5x

7.0x 9.0x

Fiber Infrastructure

$0.4

8.0x 10.0x

10.0x 20.0x

9.0x 15.0x

13.0x

Managed Services

$0.3

N/A

3.0x 5.0x

3.0x 5.0x

N/A

Actionable Accretive Strategic and Financial Opportunities

1. Excludes corporate expenses. Kinetic DSL and Fiber 2023 Adjusted EBITDA split based on weighted average number of subscribers for each.
2. Kinetic public market multiple comparison based on recent trading multiples for Frontier and Consolidated Communications. Fiber Infrastructure market multiple comparison based on recent trading multiple for Cogent Communications.

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Transaction Overview

▪ Consideration to Windstream shareholders to include $425 million in cash, $575 million of preferred equity in the new combined company, and common shares representing ~38% ownership of the outstanding common equity of the combined company(1)

• • Windstream shareholders will additionally receive non-voting warrants to acquire up to 6.9% of common shares of the combined company
• Key Windstream shareholders are rolling substantially all of their current holdings in both companies
• The current business plan of the combined entity is expected to be fully funded with existing facilities and liquidity
• Existing debt structures of each company are expected to initially remain in place as separate credit silos
• Potential for tax basis step-up in most of Uniti's assets, resulting in future tax shield(2)
• Combined company will be a taxable C corporation
• New combined company will retain the Uniti name and remain headquartered in Little Rock, Arkansas

▪ The existing Uniti executive management team, supported by key members of Windstream's management team, will lead the combined company

• The combined company will benefit from the deep bench of fiber expertise across both Uniti and Windstream
• New 9-person Board of Directors will consist of:
• • Uniti's existing 5 board members;
  • 2 new board members selected by Elliott; and
  • 2 new board members jointly selected by Uniti and Elliott

▪ The combined company is expected to have substantial value accretive uses for its capital going forward ▪ As a result, Uniti will suspend its common dividend

▪ Uniti will consider reinstating a common dividend in the future as appropriate

▪ Subject to Uniti shareholder vote, regulatory approvals and other customary closing conditions

1. • Targeted closing by the second half of 2025
2. Ownership percentage excludes impact of non-voting warrants issued to certain shareholders of Windstream. Inclusive of non-voting warrants, existing Uniti shareholders will own ~58% of the outstanding common equity of the combined company and existing Windstream shareholders will own ~42% of the outstanding common equity of the combined company.

(2) The step-up in basis is dependent on Uniti's ability to obtain a private letter ruling from the IRS, and closing is not conditioned on that private letter ruling being obtained.	10