UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2021
Uniti Group Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-36708 | 46-5230630 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
10802 Executive Center Drive Benton Building Suite 300 Little Rock, Arkansas | 72211 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (501) 850-0820
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | UNIT | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
The information set forth below in Item 8.01 of this Current Report on Form 8-K with respect to the Redemption of the 2023 secured notes (each as defined below) is incorporated herein by reference.
Item 8.01 Other Events
On April 6, 2021, Uniti Group Inc. (the “Company,” “we,” “us,” or “our”) issued a press release to announce an offering of senior secured notes (the “New Notes”) by its subsidiaries, Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC (the “Issuers”). The New Notes will be guaranteed on a senior unsecured basis by the Company and on a senior secured basis by each of the Company’s subsidiaries (other than the Issuers) that guarantees indebtedness under the Company’s senior secured credit facilities and the Company’s existing secured notes (except initially those subsidiaries that require regulatory approval prior to guaranteeing the New Notes). The Issuers intend to use the net proceeds from the offering of the New Notes to fund the redemption (the “Redemption”) in full of the outstanding $550 million aggregate principal amount of 6.00% senior secured notes due 2023 (the “2023 secured notes”), including related premiums, fees and expenses in connection with the foregoing. The notice of redemption issued today for the 2023 secured notes is conditioned upon completion of one or more debt financings in an aggregate principal amount of at least $570 million. This Current Report on Form 8-K does not constitute a notice of redemption with respect to the 2023 secured notes.
The New Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The New Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States in compliance with Regulation S under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description | |
| 99.1 | Press Release issued April 6, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 6, 2021 | UNITI GROUP INC. | ||||
| By: | /s/ Daniel L. Heard | ||||
| Name: | Daniel L. Heard | ||||
| Title: | Executive Vice President - General Counsel and Secretary | ||||