Paul Singer runs Elliott Investment Management, an activist hedge fund he founded in 1977 with $1.3 million raised from friends and family. He studied psychology at the University of Rochester and took a law degree from Harvard Law School before practicing corporate and securities law in New York. Elliott began as a convertible arbitrage operation — betting on the relationship between a company's bonds and its stock — and only later evolved into the shareholder-activist and distressed-debt machine it is known as today.
The firm takes large stakes in companies and uses that leverage to push for changes: new boards, cost cuts, break-ups, and restructurings, holding its positions through years of fighting where necessary. It has applied the same pressure to governments as well as corporations, and that is where its most famous story lies. After Argentina defaulted on roughly $81 billion of debt in 2001, Elliott's affiliate NML Capital bought some of the country's defaulted bonds for around $117 million. Argentina offered to pay holders pennies on the dollar in restructured notes, but Singer's firm refused, sued, and spent more than a decade in court — seizing an Argentine naval vessel as collateral along the way. In 2016 the new Argentine government settled, paying Elliott about $2.4 billion on bonds with a face value of roughly $617 million, a return that made the fifteen-year standoff one of the most profitable and consequential episodes in the history of activist investing.
The information set forth in Item 6 of the Schedule 13D, including, without limitation, information as to the rights and obligations of the Reporting Person pursuant to the terms of the agreements, instruments and other matters described therein, is hereby incorporated by reference.
The Reporting Person reduced the economic exposure of the Elliott Funds for portfolio management purposes. The Elliott Funds remain significant shareholders of the Issuer based on the Reporting Person's confidence that the Issuer's execution of ongoing strategic initiatives will translate to greater profitability, accretive capital-allocation opportunities and shareholder value creation.
Pre-Closing Reorganization of Windstream and Merger of Old Uniti and Windstream into Wholly-Owned Subsidiary of the Issuer
On May 3, 2024, Windstream Holdings II, LLC ("Windstream") and Uniti Group Inc, a predecessor entity to the Issuer ("Old Uniti"), entered into an agreement and plan of merger pursuant to which the Issuer became a public company listed on Nasdaq (the "Merger Agreement"). Pursuant to the Merger Agreement, Windstream undertook a series of transactions in which: (i) Windstream completed an internal reorganization (the "Pre-Closing Reorganization") whereby (a) Windstream merged with and into a newly formed entity that was the surviving entity of such merger ("New Windstream Holdings II") and (b) the Issuer became the ultimate parent company of New Windstream Holdings II; and (ii) an indirect wholly-owned subsidiary of the Issuer merged with and into Old Uniti (the "Merger"), with Old Uniti surviving the Merger as an indirect wholly-owned subsidiary of the Issuer, such that both New Windstream Holdings II and Old Uniti became indirect wholly owned subsidiaries of the Issuer.
Prior to consummation of the Merger, the Elliott Funds were equity holders of both Windstream and Old Uniti. At the closing of the Pre-Closing Reorganization, the Elliott Funds received (i) 52,910,291 shares of Common Stock, (ii) 337,538.59 shares of preferred stock of the Issuer having an aggregate initial liquidation preference of $337,538,593.18 (the "Series A Preferred Stock"), and (iii) warrants of the Issuer (the "Warrants") exercisable in exchange for up to 10,307,199 shares of Common Stock. At the effective time of the Merger, the Elliott Funds received 6,101,928 shares of Common Stock in exchange for 10,120,963 shares of Old Uniti common stock.
Series A Preferred Stock
The Series A Preferred Stock, with respect to dividend rights and rights upon the liquidation, winding-up or dissolution of Uniti, will rank senior to the Issuer's junior stock (including common stock), on a parity with all parity preferred stock of the Issuer and junior to all senior stock and existing and future indebtedness of the Issuer.
Holders of the Series A Preferred Stock will be entitled to receive cumulative dividends at the applicable dividend rate on the liquidation preference per share of the Series A Preferred Stock, payable quarterly in cash or compounded by adding to the liquidation preference of Series A Preferred Stock, at the option of the Issuer. The dividend rate will initially be 11% per year for the first six years after the initial issuance of the New Uniti Preferred Stock. The dividend rate will be increased by an additional 0.5% per year
The Issuer may redeem the Series A Preferred Stock at its option at any time at a price per share equal to (i) for the first three years after the initial issuance thereof, $1,400 minus any cash dividends paid on such Series A Preferred Stock and (ii) thereafter, 100% of the liquidation preference of the Series A Preferred Stock to be redeemed plus accrued and unpaid dividends on such Series A Preferred Stock.
Following the tenth anniversary of the initial issuance of the Series Preferred Stock, the Elliott Funds that hold the Series A Preferred Stock may require the Issuer to repurchase the Series A Preferred Stock at a price equal to 100% of the liquidation preference of the Series A Preferred Stock to be repurchased plus accrued and unpaid dividends on such Series A Preferred Stock. The aggregate liquidation preference of the Series A Preferred Stock that the Elliott Funds may require the Issuer to repurchase is subject to a cap and the Elliott Funds may not exercise such right more than once in any 12-month period. In addition, upon a change of control of the Issuer, the Elliott Funds that hold the Series A Preferred Stock may require the Issuer to repurchase the Series A Preferred Stock at a price equal to 100% of the liquidation preference of the Series A Preferred Stock to be repurchased plus accrued and unpaid dividends on such shares of Series A Preferred Stock.
The Issuer may elect to settle any redemption or repurchase of the Series A Preferred Stock in cash or shares of Common Stock, with each share of Common Stock being valued for this purpose at the lesser of (i) the arithmetic average of the volume-weighted average prices per share (the "VWAP") of Common Stock over the 20 consecutive trading days ending on, and including, the fifth trading day immediately preceding the relevant redemption date or repurchase date, as the case may be, and (ii) the arithmetic average of the VWAP of Common Stock over the five consecutive trading days ending on, and including, the fifth trading day immediately preceding the relevant redemption date or repurchase date, as the case may be; provided that subject to certain conditions, the Elliott Funds that hold the Series A Preferred Stock may require the Issuer to settle any redemption or repurchase of a share of Series A Preferred Stock owned by such holder in shares of Common Stock subject to a cap equal to 20% of the total number of shares of Common Stock outstanding immediately following the closing of the Merger on a fully diluted basis divided by the number of shares of Series A Preferred Stock issued on the initial issue date.
The foregoing summary of the terms of the Series A Preferred Stock is qualified in its entirety by reference to the full terms of the Series A Preferred Stock set forth in the Certificate of Designations for the Series A Preferred Stock which is included as Exhibit 99.1 hereto and incorporated herein by reference.
Warrants
The Warrants were issued under a warrant agreement, dated as of August 1, 2025, between the Issuer and Equiniti Trust Company, LLC, as warrant agent (the "Warrant Agreement"). Subject to certain ownership limitations, each Warrant will entitle the holder to purchase, initially, one share of Common Stock for $0.01 per share during the exercise period, subject to customary adjustments set forth in the Warrant Agreement. The exercise period will commence on the third anniversary of the initial issuance date of the Warrants or, if earlier, upon any change of control of the Issuer or the redemption of the corresponding Series A Preferred Stock. The Issuer will settle the exercise of a Warrant on a cashless basis by delivering a number of shares of Common Stock with a value equal to the amount by which the market price of the Common Stock at the time of exercise as measured under the Warrant Agreement exceeds the strike price of $0.01 per share. The Warrants will expire on the tenth anniversary of the initial issuance date thereof
The foregoing summary of the terms of the Warrants is qualified in its entirety by reference to the full terms of the Warrant Agreement which is included as Exhibit 99.2 hereto and is incorporated herein by reference.
Elliott Stockholder Agreement and Registration Rights Agreement
In connection with Windstream and Old Uniti's entry into the Merger Agreement, EIM and certain of the Elliott Funds entered into a stockholder agreement with the Issuer (the "Elliott Stockholder Agreement") pursuant to which, the Reporting Person may select two of the nine members of the Issuer's board of directors (the "Board"). Pursuant to the Elliott Stockholder Agreement, the Reporting Person selected Mr. Paul Sunu and Ms. Mary McLaughlin to serve on the Board. Certain standstill restrictions provided in the Elliott Stockholder Agreement restrict the Reporting Person from acquiring additional shares of Common Stock, subject to certain exceptions, until thirty (30) days following the date the Reporting Person loses its right to select a director or ceases to have a director on the Board.
The Elliott Funds also entered into a Registration Rights Agreement with the Issuer (the "Registration Rights Agreement"), pursuant to which the Elliott Funds received customary piggyback and demand registration rights.
The foregoing descriptions of the Elliott Stockholder Agreement and the Registration Rights Agreement are qualified in their entireties by reference to the full texts of forms of the Elliott Stockholder Agreement, the Registration Rights Agreement, which are included as Exhibit 99.3 and Exhibit 99.4, respectively, hereto and are incorporated herein by reference.
The Reporting Person may communicate with the Issuer's management and Board about a broad range of operational, governance and strategic matters and may communicate with other shareholders or third parties regarding the Issuer. The Reporting Person may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Person may change its intentions with respect to any and all matters referred to in this item 4. It may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions.
The Reporting Person intends to review its investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer's financial position and strategic direction, the outcome of any discussions or matters referenced above, overall market conditions, other investment opportunities available to the Reporting Person, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Person may endeavor (i) to increase or decrease its position in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Person may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock or other securities of the Issuer without affecting their beneficial ownership of the Common Stock. In addition, the Reporting Person may, at any time and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
As disclosed in the Current Report on Form 8-K filed by the Issuer on May 27, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with E2open Holdings, LLC, a Delaware limited liability company ("Holdings"), WiseTech Global Limited, an Australian public company limited by shares ("Parent"), Emerald Parent Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Company Merger Sub") and Emerald Holdings Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Holdings Merger Sub"). Pursuant to the Merger Agreement, Company Merger Sub will be merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (such merger, the "Company Merger") and Holdings Merger Sub will be merged with and into Holdings, with Holdings surviving as wholly owned subsidiary of Parent (such merger, the "Holdings Merger" and together with the Company Merger, the "Mergers").
On May 25, 2025, the Elliott Funds and The Liverpool Limited Partnership, a wholly-owned subsidiary of Elliott, delivered a stockholder consent to the Issuer adopting the Merger Agreement and approving the transactions contemplated thereby.
In addition, on May 25, 2025, certain affiliates of the Elliott Funds, as parties to that certain Tax Receivable Agreement, dated as of February 4, 2021, by and among the Issuer and other parties thereto (the "TRA"), entered into an amendment to the TRA (the "TRA Amendment") in connection with the execution of the Merger Agreement. The TRA provided for certain payments to the parties thereto by the Issuer, with respect to certain tax attributes, including an accelerated payment in connection with a change of control of the Issuer, which includes the Mergers. The TRA Amendment establishes that the parties to the TRA will be entitled to receive an aggregate amount in cash of $52,500,000 in connection with the closing of the Mergers in full satisfaction of the Issuer's payment obligations under the TRA from and after the entry into the Merger Agreement (including in connection with a change of control of the Issuer) which amount represents a reduction from what the Issuer's contractual change of control obligations would have been under the TRA, absent the TRA Amendment. The foregoing description of the TRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the TRA Amendment which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
