UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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Item 8.01 Other Events
Refinancing Transactions
On September 24, 2025, Uniti Group Inc. (the “Company”) issued a press release to announce an offering of $900 million aggregate principal amount of senior secured notes due 2033 (the “Notes”) by its subsidiary, Windstream Services, LLC (the “Issuer”). The Notes will be guaranteed on a senior unsecured basis by the Company and Uniti Group LLC, a Delaware limited liability company, and on a senior secured basis by each of the Issuer’s restricted subsidiaries that guarantees indebtedness under the Company’s senior secured credit facilities and the Company’s existing notes (except initially those subsidiaries that require regulatory approval prior to guaranteeing the Notes).
The Issuer is also pursuing up to $1.5 billion aggregate principal amount of incremental term loan borrowings (the “2025 Term Loan”) under the legacy Windstream credit agreement and an extension of the maturity dates of its revolving credit facilities under the legacy Uniti credit agreement and legacy Windstream credit agreement to December 30, 2027, effective upon receipt of customary regulatory approvals.
The Issuer intends to use the net proceeds from the offering of the Notes and the borrowings under the 2025 Term Loan to fund the redemption in full of its 10.50% senior notes due 2028 (the “2028 secured notes”), including related premiums, fees and expenses in connection with the foregoing (the “Redemption”). Any remaining proceeds will be used for general corporate purposes.
The Issuer intends to issue a notice of redemption in connection with the pricing of the offering of the Notes to redeem the 2028 secured notes at the redemption price determined in accordance with the indenture governing the 2028 secured notes plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. The redemption of the 2028 secured notes will be conditioned upon the receipt by the Issuer of $2.4 billion in gross proceeds from the offering of the Notes and the 2025 Term Loan. This Current Report on Form 8-K does not constitute a notice of redemption with respect to the 2028 secured notes.
The 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 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.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended from time to time. These forward-looking statements include, but are not limited to, statements regarding the refinancing activities and use of proceeds from such activities. The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would,” “predicts” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should not place undue reliance on the forward-looking statements. Future results may differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that the Company makes. These forward-looking statements involve risks and uncertainties, known and unknown, that could cause events and results to differ materially from those in the forward-looking statements, including, without limitation: unanticipated difficulties or expenditures relating to the merger of Uniti and Windstream; competition and overbuilding in consumer service areas and general competition in business markets; risks related to Uniti’s indebtedness, which could reduce funds available for business purposes and operational flexibility; rapid changes in technology, which could affect its ability to compete; risks relating to information technology system failures, network disruptions, and failure to protect, loss of, or unauthorized access to, or release of, data; risks related to various forms of regulation from the Federal Communications Commission, state regulatory commissions and other government entities and effects of unfavorable legal proceedings, government investigations, and complex and changing laws; risks inherent in the communications industry and associated with general economic conditions; and additional risks set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Uniti and its predecessor’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the U.S. Securities and Exchange Commission as well as Uniti’s predecessor’s registration statement on Form S-4 dated February 12, 2025. The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. The Company does not assume any obligation to update any forward-looking statements. Uniti expressly disclaims any obligation to release publicly any updates or revisions to any of the forward-looking statements set forth in this Current Report on Form 8-K to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit Number |
Description | |
| 99.1 | Press Release issued September 24, 2025 | |
| 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: September 24, 2025 | UNITI GROUP INC. | ||
| By: | /s/ Daniel L. Heard | ||
| Name: | Daniel L. Heard | ||
| Title: | Senior Executive Vice President - General Counsel and Secretary | ||