Welcome to the CS&L Third Quarter 2016 Earnings Conference Call. My name is Ayala and I will be your operator for today. A webcast of this call will be available on the company’s website – www.cslreit.com – beginning February 24, 2017 and will remain available for 14 days. At this time, all participants are in a listen-only mode. Participants on the call will have the opportunity to ask questions following the company’s prepared comments. The company would like to remind you that today’s remarks include forward-looking statements and actual results could differ materially from those projected in these statements. The factors that could cause actual results to differ are discussed in the company’s filings with the SEC. Some of the comments today will refer to information posted on the CS&L website regarding the acquisition of Hunt Telecom. You’re encouraged that presentation during this call. Discussions during this call will also include certain financial measures that were not prepared in accordance with Generally Accepted Accounting Principles. Reconciliation of those non-GAAP financial measures to the most directly comparable GAAP financial measures can be found on the company’s current report on Form 8-K dated today. I would now like to turn the call over to CSL’s Executive Vice President, Chief Financial Officer and Treasurer, Mark Wallace. Please go ahead, Mr. Wallace.

Thank you. And good morning, everyone. We announced the acquisition of Hunt Telecom this morning for initial consideration of $170 million. Hunt is a leading e-rate program service provider for K-12 schools in Louisiana with a dense fiber network of 140,000 fiber strand miles and 2600 route miles. This acquisition will accelerate Uniti Fiber’s focus on e-rate programs, as well as government agencies and enterprise customers. Hunt also advances CS&L’s revenue diversification to just under 25%, an important milestone since our spin-off less than two years ago. Furthermore, we expect this transaction to be accretive to AFFO in year one with substantial synergy opportunities over the next 18 months. We would devote most of the call today to discussing Hunt, but I'll start with a review of our recent financial performance and introduction of our initial guidance for 2017. Regarding 2016, we’re pleased to report that consolidated operating results for the fourth quarter were again in line with our expectations with consolidated revenues of $206.9 million and consolidated adjusted EBITDA of $177.2 million. AFFO for the quarter was $0.66 per diluted common share. We’re fortunate to have a leasing segment that provides reliable and predictable cash flows with virtually no CapEx or working capital requirements and over 97% adjusted EBITDA margins. Leasing segment revenues were $170.2 million with adjusted EBITDA of $164.8 million in the fourth quarter of 2016. Once again, our leasing segment benefited from almost $45 million of improvements during the quarter to our network made by Windstream with their capital. On a cumulative basis, since our spinoff, we have benefited from over $225 million of tenant capital improvements. We've also been extremely pleased with Windstream’s performance and certainly believe the EarthLink transaction will be credit enhancing from both a cash flow and leverage standpoint. Uniti Fiber reported…

Thanks, Mark. Good morning, everyone, and thank you for joining. We’re pleased to close the book on a very successful 2016. We invested heavily in our business by establishing platform, fiber and tower-related operating businesses, as well as strengthening our core corporate infrastructure. We invested over $700 million in 2016 in highly valuable mission-critical communications infrastructure and grew our diversification to 20% within one year. Obviously, this is largely driven by inorganic M&A activity and that will continue to be the case for the foreseeable future. Most importantly, with our investments in 2016, we are now positioned for accelerated growth and diversification in 2017 and beyond. We continued to outperform with our sales bookings at Uniti Fiber. Earlier this quarter, for example, we executed an agreement with a national carrier to provide dark fiber for 1,000 small cells across three markets. We’re also very happy with our growing wholesale enterprise sales bookings as we strive to lease up the core network with higher margin contracts. The trend towards more dark fiber, longer contracts and greater carrier demand, especially in tier two and three markets, are all consistent with our expectations and we expect these to continue. We continue to be cautiously optimistic of our prospects in towers. The opportunity to build new macro towers and the US that will be integral parts of the coming 5G investment cycle is not only an opportunity itself, but we believe will also feed additional fiber opportunities as front-haul and CRAN architectures become more prevalent through small cells and traditional backhaul. To be clear, our investments in the tower space will be opportunistic, success-based, and only where we believe we have a competitive advantage. We also see the bulk of our investments [indiscernible] given the more attractive return profile. Although, it’s not a part…

Turning to slide six in the investor deck, as Kenny mentioned, Hunt is the number one service provider to K-12 schools in Louisiana through the e-rate program. The e-rate program targets and promotes the Internet and broadband access for both public and private schools, libraries and other government agencies. Importantly, changes were introduced to the program over the last couple of years that provides the eligibility of both lit and dark fiber, including engineering and construction costs and to support high-speed broadband access. E-rate program agreements are typically multi-year with very good customer retention. We inherited a small e-rate business when we acquire PEG last year and have come to understand the attractive characteristics of this business. E-rate customers often serve as the anchor tenant for new fiber build with lease-up opportunity along those routes for enterprise and other customers. In terms of financial metrics, Hunt revenues in 2016 were $37 million, with 40% adjusted EBITDA margins. Pro forma for the full cost synergies that we believe are achievable, margins would increase over 47%. Turning to slide seven, you can see Hunt’s steady and consistent growth over the last four years in both revenues and adjusted EBITDA. These results include, on a pro forma basis, the acquisition by Hunt of Nexus that closed in the fourth quarter of 2016. Nexus was the number three e-rate provider in Louisiana prior to its acquisition by Hunt last year. While not reflected on this slide, Hunt’s success-based CapEx has averaged $6 million to $8 million over the last four years. Turing to slide eight, as mentioned, we expect annual run rate cost synergies of $2.5 million with 18 months following close. Many of those savings will be achieved as we integrate the organizations similar to PEG and Tower Cloud. However, in addition to…

Thanks, Mark. I want to end by thanking Jason and Kevin Hunt and their team for their over the past couple of months and also welcome them to the Uniti family. We’re off to a strong start for 2017 and expect to be very active in M&A, particularly fiber M&A through the balance of the year. And with that, we will open it up to your questions.

Thank you. [Operator Instructions] Our first question comes from Frank Louthan with Raymond James. Your line is now open.

Great, thank you. Looking at a couple of things on the towers on the Hunt transaction, going forward what mix do you expect to be selling off of the Hunt assets of lit versus dark fiber? And you mentioned that you expect to be expanding some of your tower portfolio in the US, can you give us an idea of kind of what you’re thinking there? What’s sort of the opportunity and the number of towers you might be able to have over the next 12 months in the US versus Mexico? Thanks.

Good morning, Frank. So, with respect to your first question, I think it’s hard to say exactly what the mix will be between lit and dark, but we do think the trend of both e-rate and backhaul moving from lit to dark continues and we expect to see that – we’re certainly seeing that in the Uniti Fiber footprint and we would expect to see that in the Hunt footprint as well and we definitely see that in the backlog – of the sales backlog there. So, hard to know exactly what the mix is, but we do think that will be an increasing part of the pie going forward. And with respect to towers, in the US, we’ve said repeatedly that we think that's an attractive opportunity for us for several reasons. One, towers are a really nice complement to our fiber business and there's certainly a nice complement to our customer relationship. So, we think that's an important distinguishing characteristic of our strategy relative to others. Secondly, we definitely believe that in Mexico, and certainly in the US, there is going to be another wave of new tower builds, particularly as we here in the US build out 5G. And also with FirstNet coming, we think there's going to be opportunity there. But then, thirdly, as it relates to us, we do think as being a new entrant in the tower space and not having an embedded base, we do have a lot of flexibility on how we can structure transactions versus others, particularly given our REIT structure and our fiber business. So, when you put all that together, we think it's a very attractive opportunity. As Mark mentioned in our guidance remarks, we have included some capital related to that through the balance of the year and I think that's a good indication of what we think the activity could be. And as we move forward and continue to evaluate this over the course of the year, we will have more to say when more of this materializes.

So, there are active RFPs that you're bidding on here for towers in the US at the moment.

We’re in very active discussions with some of our existing customers related to towers.

Great. Okay, thank you very much.

Our next question comes from Greg Williams with Cowen and Company. Your line is now open.

Great. Thanks for taking my question. I just had a quick one on your scripted remarks about sale leaseback opportunities with Uniti Leasing, when I think about it, I think of the Windstream/EarthLink opportunity, but at the same time, you guys are talking about revenue diversification and hitting that in your 25% milestone. So, how do you weigh your vision of revenue diversification versus improving the financial flexibility of your anchor tenant?

Good morning, Greg. So, I think it's important to point out that our remarks related to activity in Uniti Leasing throughout the balance of the year is actually largely driven towards non-Windstream related activities. Now, there's obviously a discussion – ongoing discussion regarding EarthLink, but the vast majority of the opportunities that we see in that unit and the conversations that we’re having at Uniti Leasing are not related Windstream. So, we think there are some really attractive opportunities to acquire incremental mission-critical assets and also drive incremental diversification. So, we expect to have a lot of activity there this year.

Got it. Can I just follow-up on the tower discussion. You said you're having very active discussion. Some of the carriers have noted – they think that the cost [indiscernible 27:49] towers is not sustainable and some of the carriers actually have a list of certain towers. As you look at building towers and build-to-suit deals, do you see yourself as sort of a disruptor from that angle?

We don’t view ourselves that way, Greg. I think we look at it as – we look at towers as an opportunity to add high-quality, mission-critical assets to our portfolio and to add high quality revenue to our portfolio with existing customers. And I think that a lot of the discussion in the industry about disruptors is aimed towards some of the existing tower operators. But we don't want to go there. We’re a new company. We don't have an embedded base and a big part of our business is providing mission-critical infrastructure to the big carriers and important part of that for them is the tower business. And we think we have a unique opportunity to play a part in it. So, that's how we look at it. We look at creating a mutually beneficial relationship between ourselves and big carriers. So, we don't view ourselves as a disruptor, so to speak.

Got it, thanks.

Our next question comes from Simon Flannery with Morgan Stanley. Your line is now open.

Great. Thanks very much. You talked about the backlog. How is the tax reform in Washington playing into this? It sounds like you expect to be very active, but are any of your potential counterparties waiting to see what might happen to corporate tax rates before they make a decision which might delay some transactions? And then, if you’d just give a little color on QRS versus TRS of the pipeline, I think with the operating – I think you're implying that Hunt will be in the QRS, is that right? And what about the future deals? Thanks.

Good morning, Simon. So, with respect to your first question, we haven't seen a slowdown in conversations or discussions with respect to a lot of the tax reform that’s being debated. I will say there's a general view that corporate tax rates are going down and tax rates in general are probably going down. And I think that makes the OP units probably more attractive to sellers because there's a nice tax deferral feature to that mechanism. So, you can sell today and then monetize potentially later at a lower tax environment. So, we haven’t seen a slowdown and we think the OP units could potentially be beneficial to sellers, who may have questions about the evolving tax environment. And with respect to QRS versus TRS, the OP units actually don't impact that. It's really more of a tax deferral mechanism for sellers as opposed to how it might impact our QRS versus TRS. But maybe more directly, to answer your question, we are seeing – I think the majority of the opportunities that we’re looking at today are more QRS driven whether that be at Uniti Fiber – again, as you know, a lot of the dark fiber opportunities are REIT eligible. And then also, in terms of our discussions, activity levels in the marketplace, we’re having a lot of discussions regarding Uniti Leasing. And even on the operating company side, a lot of those are also QRS eligible. So, I think there's a very large component of that in our backlog.

Great. Maybe just a clarification on the build-to-suit, you talked about FirstNet, you may be building some towers in pretty remote areas for public safety where there may be limited lease-up opportunities. So, are you comfortable doing that with just one tenant and not much lease-up or are you looking for build-to-suit where you have the ability to bring it from a single tenant to two or three tenants over time?

I’m glad you asked that question, Simon. So, to be clear, I'm not suggesting that we are building towers for FirstNet. What I'm suggesting is that we think FirstNet will bring new tower build opportunities in addition to what we think will probably be a lot of amendment opportunities for existing towers. So, just using that as an example of something that will drive activity. We’re not doing that today. And if we’re presented with opportunities around FirstNet later, we’ll certainly evaluate them from a return perspective. And I think you’re right. When you look at some of the more remote areas, there will be a focus on the lease-up potential and compare that to initial cap rates and also compared to more urban/suburban tower builds. So, that will be part of the underwriting analysis that we do.

Great, thank you.

Our next question comes from David Barden with Bank of America. Your line is now open.

Hey, guys. Thanks for taking the question. On the hunt acquisition, I just wanted to confirm, Mark, that on the – adjusting for the pro forma acquisition of Nexus that the growth that we’re looking at there, going back a few years, is otherwise all kind of pro forma organic growth. And then second, kind of your comfort level on extrapolating that growth opportunity, given that e-rate’s been the predominant part of it, and presumably the company already has a large piece of that. So, can we confidently extrapolate that growth rate? And then the final part of it would be, could you elaborate a little bit on what Hunt paid in multiple terms for Nexus in the fourth quarter relative to what you just paid for Hunt just now?

So, on the projections, yes, we did pro forma for Nexus for exactly the reason, so that they would be indicative of the organic growth. To your point in terms of whether or not extrapolation is appropriate, we will give a detailed guidance after the transaction closes. But I would say yes. Directionally, I would say that the – if you look at the revenue growth that they've achieved here recently, I would say that that's probably a very good indicator of what we would expect post close of the acquisition. I’m sorry, David. What was the last part of your question, David?

Nexus.

The Nexus multiple that they paid relative to what you just paid for them.

I don’t have the exact number here in front of me. I believe the multiple was similar to what we’re paying.

Got it. Okay, great. Thanks, guys.

Our next question comes from Jennifer Fritzsche with Wells Fargo. Your line is now open.

Thank you for taking the questions. If I could just ask a little bit about what you're seeing, not so much for towers, but on the fiber side, from the wireless carriers, some of the fiber pure-play companies have talked about a little near term uncertainty with wireless decisions in terms of fiber, to the power and backhaul. Are you seeing any of that or is the current environment actually more of an opportunity? Thanks very much.

Good morning, Jennifer. Yeah, we’ve seen at least one of the carriers pull back on RFP activity, I’d say, relatively recently. But, frankly, that’s been more than offset by increased RFP activity among the other carriers. So, I’d make that as a global comment. But as it relates to us and maybe more directly to your question, we have not seen it impact our bookings and our progress continues on pace, if not better than what we expected. And we’re not entirely sure why. Could be because we’re in the tier two and tier three markets which are less of a focus in terms of some of the activity I just mentioned. But regardless, we’ve seen some of that globally. But in terms of our activity and our bookings, we’ve continued to see good progress that’s been better than our expectations.

Great. And, Kenny, if I could, just one more on that. The carrier – I know you can’t name names, but that has pulled back, is it more because they are exploring trying to own their fiber asset or is it just due to maybe uncertainty around M&A environment?

Jennifer, I could speculate and would love to, but won’t on this call, other than to say that it's not uncommon in our experience to see an ebbing and flowing on RFP activity among the carriers. And so, what may be down today could be up six months from now. And with respect to what drives those decisions, again, I'd love to speculate, but probably shouldn’t. So…

Got it. Thanks a lot. Very good quarter.

Thank you.

I’m showing no further questions. I would now like to turn the call back over to Kenny Gunderman for any further remarks.

Thank you. Thank you all for joining. And we look forward to seeing you on future calls.

Ladies and gentlemen, thank you for participating in today conference. You may all disconnect. Everyone, have a great day.