UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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)) |
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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 25, 2024, Uniti Group LP, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc., and CSL Capital, LLC (together, the “Issuers”) announced the mandatory exchange date of the Issuer's 10.50% Senior Secured Notes due 2028 (the “Notes”) issued pursuant to the indenture dated May 17, 2024, as amended and supplemented as of the date hereof (the “Indenture”), among the Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent (the “Trustee”). Pursuant to the terms of the Indenture, the Notes will be exchanged for 10.50% Senior Secured Notes due 2028 issued as “additional notes” under the indenture dated February 14, 2023, as amended and supplemented as of the date hereof (the “2023 Indenture”), among the Issuers, the guarantors party thereto and the Trustee. The additional notes will be part of the same series as the existing 10.50% Senior Secured Notes due 2028 issued under the 2023 Indenture and will have the same CUSIP numbers as, and be fungible with, the notes issued under the 2023 Indenture. The date of the mandatory exchange will be November 1, 2024. No action or consent by the holders of the Notes is necessary to effect the mandatory exchange.
This Current Report on Form 8-K does not constitute notice of the exchange of the Notes. Holders of the Notes should refer to the notice of exchange to be delivered to the registered holders of the Notes by the Trustee.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
Description | |
| 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: October 25, 2024 | UNITI GROUP INC. | ||
| By: | /s/ Daniel L. Heard | ||
| Name: | Daniel L. Heard | ||
| Title: | Executive Vice President - General Counsel and Secretary | ||
Cover |
Oct. 25, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 25, 2024 |
| Entity File Number | 001-36708 |
| Entity Registrant Name | Uniti Group Inc. |
| Entity Central Index Key | 0001620280 |
| Entity Tax Identification Number | 46-5230630 |
| Entity Incorporation, State or Country Code | MD |
| Entity Address, Address Line One | 2101 Riverfront Drive |
| Entity Address, Address Line Two | Suite A |
| Entity Address, City or Town | Little Rock |
| Entity Address, State or Province | AR |
| Entity Address, Postal Zip Code | 72202 |
| City Area Code | 501 |
| Local Phone Number | 850-0820 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | UNIT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |