HRL Morrison & Co (Australia) Pty Limited entered into an indicative proposal to acquire Uniti Group Limited (ASX:UWL) for AUD 3.4 billion on March 13, 2022. HRL Morrison & Co (Australia) Pty Limited and Brookfield Infrastructure Group (Australia) Pty Ltd entered into an indicative proposal to acquire Uniti Group Limited (ASX:UWL) on March 24, 2022. As of April 13, 2022, Brookfield Infrastructure Fund IV-A, L.P., Brookfield Infrastructure Fund IV-B, L.P., Brookfield Infrastructure Fund IV-C, L.P. and Brookfield Infrastructure Fund IV (ER) SCSP, funds managed by Brookfield Asset Management Inc. (TSX:BAM.A), The Morrison & Co Infrastructure Partnership Master Fund SCSp, managed by HRL Morrison & Co Limited, and Commonwealth Superannuation Corporation (buyers) signed scheme implementation deed to acquire Uniti Group at AUD 5 per share. The transaction is fully funded by debt and equity commitments and binding on the parties. Uniti Group agreed to pay to bidders a fee of AUD 5 million in certain circumstances. As per the scheme implementation deed, a break fee and a reverse break fee have been agreed between Uniti and the buyers of AUD 35 million. The deal is subject to approval from court, Uniti shareholders, Uniti board and FIRB. As of April 14, 2022 Uniti board approved the deal. As of June 7, 2022, the Federal Court has made orders approving, the convening of the following two separate meetings of Uniti Shareholders to consider and vote on the Scheme; a meeting of General Shareholders (being all Uniti Shareholders other than the Rollover Shareholders) and a separate meeting comprising Uniti Managing Director & chief executive officer Michael Simmons, and Uniti Chief Infrastructure Networks & Technology Geoff Aldridge (and certain entities controlled by them respectively, where applicable) and the dispatch of an explanatory statement providing information about the Scheme and the notice of each Scheme Meeting (Scheme Booklet) to Uniti Shareholders. As of June 10, 2022, the Federal Court had approved the convening of the Scheme Meetings and distribution of a Scheme Booklet in relation to the transaction. As of July 13, 2022, the transaction has been approved by the Foreign Investment Review Board (FIRB).

Clayton Utz acted as legal advisor to Uniti Group Limited. Boardroom Pty Limited acted as registrar for Uniti. Allens acted as legal advisor for buyers. Lonergan Edwards & Associates Limited acted as independent expert and concluded that the cash consideration is fair and reasonable. Emma Kendall of DLA Piper LLP acted as legal advisor to HRL Morrison & Co Limited. Ernst & Young Australia acted as financial and tax due diligence provider to HRL Morrison & Co (Australia) Pty Limited.

Brookfield Infrastructure Fund IV-A, L.P., Brookfield Infrastructure Fund IV-B, L.P., Brookfield Infrastructure Fund IV-C, L.P. and Brookfield Infrastructure Fund IV (ER) SCSP, funds managed by Brookfield Asset Management Inc. (TSX:BAM.A), The Morrison & Co Infrastructure Partnership Master Fund SCSp, managed by HRL Morrison & Co Limited, and Commonwealth Superannuation Corporation completed the acquisition of Uniti Group Limited (ASX:UWL) on July 21, 2022.