Uniti Group (UNIT) merger with Windstream Holdings II, LLC to form new Uniti Group, Inc. (UNIT) - August 2025

Uniti Group  completed its merger with Windstream Holdings II, LLC on 1 August 2025. Windstream Holdings II, LLC was the surviving company which changed its name to Uniti Group upon completion of the merger. Old Uniti  shareholders received 0.6029 shares of new Uniti Group in the merger. The SEC form S-4/A filing for this merger can be found at this web address:

https://www.sec.gov/Archives/edgar/data/2020795/000110465925004194/tm2412846-23_s4a.htm 

 

Resolution:

This is a taxable event for Uniti shareholders. It is treated as a sale of old Uniti Group shares for the value of the new Uniti Group shares received. This is followed by a purchase of the new Uniti Group shares received. The sale proceeds and the total cost of the purchase should be the same in this situation. Finally, a sale of fractional shares of new Uniti may be needed.

NOTE: The sale price for old Uniti Group and purchase price for New Uniti Group are to be at Fair Market Value (FMV). Unfortunately, tax law is vague on how to determine FMV in these instances. It is possible the value used in these instructions will differ from the value used by your broker. This will result in a difference between your records and your broker. These differences are usually small and when reporting tax information, the ICLUBcentral tax printer will automatically fill-in the appropriate forms to reconcile any differences during the normal operation of the tax printer, using your records and information you enter from a 1099.

Since this is a taxable event, these instructions will use a FMV for Uniti that will lower current realized gain and defer any possible additional gain from the merger into the future when New Uniti Group shares are sold.

 

The Sale Entry

Go to Accounting > Securities > Sell in myICLUB. Here is the information needed for Uniti shareholders to complete the sale portion of the merger.

  • Date: 8/1/2025
  • Select Security: Uniti (UNIT)
  • Shares Sold :  Use the Sell All button or link to include all UNIT shares owned.
  • Sale Total :  8.16 x 0.6029 x  (# of Uniti shares owned) = 4.9197 x (# of Uniti shares owned).
    • Closing price of UNIT on 8/1/25 = 8.16
    •  0.0629 = # of new UNIT shares received for each old UNIT share.
    •  For example, if you owned 100 UNIT shares, you enter 4.9197 x 100 = 491.97.  

Save the transaction and the sale portion of the merger is completed.

 

The Buy Entry

Go to Accounting > Securities > Buy in myICLUB. Here is the information needed for Uniti shareholders to complete the buy portion of the merger.

  • Date: 8/2/2025
  • Select Security: Uniti Group (UNIT)
  • Shares: 0.6029 x (# of Uniti shares owned before merger).
    • For example, if you owned 100 old UNIT shares, buy 60.29 new UNIT shares.
    • Be sure to include the fractional share portion in the buy transaction.
  • Total Cost: Match the sale proceeds from the previously entered UNIT sale entry.

For example, if you sold 100 UNIT shares for 491.97 in the sale portion, enter 491.97 for      the total cost of this buy.

 

If  fractional shares were included in the buy transaction, there is one more entry to complete all parts of this merger. This is a sell transaction of the fractional shares received (bought above.)

 

The Sale Entry

Go to Accounting > Securities > Sell in myICLUB.

Here is the information needed for Uniti shareholders to complete the fractional shares sale portion of the merger.

  • Date: 8/2/2025
  • Select Security: Uniti (UNIT)
  • Shares Sold :  Sell only the fractional portion of the shares bought in the buy transaction
    • For example, if you bought 60.29 shares, enter .29 shares to be sold.
  • Sale Total :  See you broker statement for cash-in-lieu received.

Save the transaction and the merger is completed.