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Washington, D.C. 20549






Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 9, 2020


Uniti Group Inc.

(Exact name of registrant as specified in its charter)


Maryland 001-36708 46-5230630

(State or other jurisdiction

of incorporation)


File Number)

(IRS Employer

Identification No.)


10802 Executive Center Drive

Benton Building Suite 300

Little Rock, Arkansas

(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 8.01 Other Events


On October 9, 2020, Uniti Group Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) covering the offer and sale from time to time of up to 18,157,731 shares of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) by the selling stockholders identified therein (the “Selling Stockholders”). The Selling Stockholders acquired such shares pursuant to the previously disclosed stock purchase agreements dated as of September 9, 2020 (the “Stock Purchase Agreements”), by and among the Company and the Selling Stockholders. The Company entered into the Stock Purchase Agreements as part of its previously announced settlement with Windstream Holdings, Inc. (together with and its direct and indirect subsidiaries, “Windstream”), which became effective in connection with Windstream’s emergence from bankruptcy.


The Company is filing this Current Report on Form 8-K to provide the legal opinion and consent of its counsel, Kutak Rock LLP, regarding the legality of the Common Stock covered by the Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits






5.1   Opinion of Kutak Rock LLP.
23.1   Consent of Kutak Rock LLP (included in Exhibit 5.1).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).







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: October 9, 2020 UNITI GROUP INC.  
  By: /s/ Daniel L. Heard  
    Name:   Daniel L. Heard  
    Title:   Executive Vice President - General Counsel and Secretary