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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):
July 15, 2026
Uniti Group Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-42779 |
|
85-2262564 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
2101 Riverfront Drive, Suite A
Little Rock, Arkansas |
|
72202 |
| (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 1.01 Entry into a Material Definitive Agreement
On July 15, 2026, Kinetic ABS Issuer LLC (the
“Issuer”), an indirect, bankruptcy-remote subsidiary of Uniti Group Inc. (the “Company”), completed a private
offering of $1,140,710,000 aggregate principal amount of secured fiber network revenue term notes, consisting of $805,210,000 5.834% Series
2026-2, Class A-2 term notes, $134,200,000 6.224% Series 2026-2, Class B term notes and $201,300,000 7.536% Series 2026-2, Class C term
notes (collectively, the “Series 2026-2 Term Notes”), each with an anticipated repayment date (the “Term ARD”)
in June of 2033.
The Term Notes were issued at an issue price of
100% of their respective principal amounts pursuant to an amended and restated indenture, dated as of July 15, 2026 (the “Base Indenture”),
as supplemented by a Series 2026-2 Supplement thereto, dated as of July 15, 2026 (the “Series 2026-2 Supplement”), in each
case by and among the Issuer, Kinetic ABS AR LLC (“Kinetic AR”), Kinetic ABS GA LLC (“Kinetic GA”), Kinetic ABS
KY LLC (“Kinetic KY”), Kinetic ABS OH LLC (“Kinetic OH”), Kinetic ABS AL LLC (“Kinetic AL”), Kinetic
ABS FL LLC (“Kinetic FL”), Kinetic ABS NC LLC (“Kinetic NC”), Kinetic ABS IA LLC (“Kinetic IA”),and
Kinetic ABS TX LLC (together with Kinetic AR, Kinetic GA, Kinetic KY, Kinetic OH, Kinetic AL, Kinetic FL, Kinetic NC and Kinetic IA, the
“Asset Entities” and, together with the Issuer, the “Obligors”), Kinetic ABS OK (“Kinetic OK” or the
“Series 2026-2 Prefunding Period Entity” or “Kinetic OK”) and Wilmington Trust, National Association, as indenture
trustee (the “Indenture Trustee”). Copies of the Base Indenture and the Series 2026-2 Supplement are attached hereto as Exhibits
4.1 and 4.2, respectively. The Series 2026-1 Notes (as defined below) remain outstanding after giving effect to the issuance of the Series
2026-2 Term Notes.
The issuance of the Series 2026-2 Term Notes represents
the Company’s second issuance of fiber network revenue notes for the Company’s fiber-to-the-home securitization program, following
the Company’s inaugural issuance on January 30, 2026 of $960,100,000 aggregate principal amount of Series 2026-1 secured fiber network
revenue term notes, together with the related variable funding notes and liquidity funding notes (collectively, the "Series 2026-1
Notes"). The securitization program involves certain fiber network assets and certain residential customer contracts in the States
of Texas, Arkansas, Kentucky, Ohio, Georgia, North Carolina, Iowa, Alabama and Florida that were sold to the Obligors at closing. The
securitization program is expected to involve certain fiber network assets and certain residential customer contracts in the State of
Oklahoma that will be sold to the Series 2026-2 Prefunding Period Entity subject to receipt of certain regulatory approvals (the “Pending
Assets”). As of the closing of the transactions on July 15, 2026, the Issuer has $2,100,810,000 aggregate principal amount of revenue
term notes outstanding, $0 principal amount of variable funding notes outstanding and $0 principal amount of liquidity funding notes outstanding.
The Issuer established a prefunding account pursuant
to the Base Indenture and the Series 2026-2 Supplement (the “Series 2026-2 Prefunding Account”) and deposited therein the
proceeds of the Series 2026-2 Term Notes attributable to the Pending Assets in an amount equal to approximately $91,081,390. Such amount
on deposit in the Series 2026-2 Prefunding Account will be released to fund the cash portion of the purchase price of the Pending Assets
upon receipt of the applicable regulatory approvals. If the regulatory approvals are not obtained and the Pending Assets are not sold
to the Series 2026-2 Prefunding Period Entity by July 30, 2027 (or upon the earlier occurrence of certain other specified events), the
amount on deposit in the Series 2026-2 Prefunding Account will be applied to prepay the Series 2026-2 Term Notes.
In connection with the closing of the offering
of the Notes, the Issuer (i) increased the maximum commitment under its existing liquidity funding note facility to reflect the increase
in the transaction’s liquidity reserve requirements that resulted from the issuance of the Series 2026-2 Term Notes and (ii) extended
the maturity of the existing liquidity note facility to align with the final maturity date of the Series 2026-2 Term Notes. No new variable
funding notes were issued in connection with issuance of the Series 2026-2 Term Notes.
The Base Indenture allows the Issuer to issue
additional series of notes subject to certain conditions set forth therein, and the Base Indenture, together with the Series 2026-2 Supplement,
and any other series supplements to the Base Indenture from time to time, is referred to herein as the “Indenture.”
The Company intends to use the net proceeds from
the offering for general corporate purposes, which may include success-based capital expenditures and/or repayment of outstanding debt.
Terms of the Series 2026-2 Term Notes
While the Series
2026-2 Term Notes are outstanding, scheduled payments of interest are required to be made on the 25th
of each calendar month, commencing on August 25, 2026. No principal payments will be due on the Series 2026-2
Term Notes prior to the Term ARD, unless certain rapid amortization or acceleration triggers are activated.
The legal final maturity date of each class of
the Series 2026-2 Term Notes is in June 2058. If the Issuer has not repaid or refinanced the Series 2026-2 Term Notes prior to the Term
ARD, additional interest will accrue thereon in an amount equal to the greater of (i) 5.00% per annum and (ii) the amount, if any, by
which the sum of the following exceeds the interest rate for such Series 2026-2 Term Note: (A) the yield to maturity (adjusted to a “mortgage-equivalent
basis” pursuant to the standards and practices of the Securities Industry and Financial Markets Association) on the Term ARD for
such Series 2026-2 Term Note of the United States treasury security having a remaining term closest to 10 years plus (B) 5.00% plus (C)
the post-ARD note spread applicable to such Series 2026-2 Term Notes.
Collateral and Guarantee
The Series 2026-2 Term Notes are obligations only
of the Obligors and Kinetic OK pursuant to the Indenture. Pursuant to the Indenture and the related transaction documents, the Series
2026-2 Term Notes are guaranteed by each Asset Entity, Kinetic OK and the Issuer’s direct parent company (the “Holdco Guarantor”),
and such guarantees and the Series 2026-2 Term Notes are secured by security interests in the equity interests in the Issuer and substantially
all of the assets of the Issuer and the other Obligors (and will be secured by security interests in substantially all of the assets of
Kinetic OK upon the sale of the Pending Assets), which assets are primarily the fiber network assets and related residential customer
contracts in the States of Georgia, Texas, Arkansas, Kentucky, Ohio, North Carolina, Iowa, Alabama, Florida and Oklahoma that have been
sold or contributed to the Asset Entities (or will be sold or contributed to Kinetic OK, upon receipt of the relevant regulatory approvals)
by the non-securitization subsidiaries of the Company and the revenue collections and other proceeds thereof. Neither the Company nor
any subsidiary of the Company, other than the Obligors, Kinetic OK and the Holdco Guarantor (all of which are unrestricted subsidiaries
under the Company’s other debt agreements), will guarantee or in any way be liable for the obligations of the Obligors or Kinetic
OK under the Indenture or the Series 2026-2 Term Notes, and neither the Holdco Guarantor, the Issuer, any of the other Obligors nor Kinetic
OK shall guarantee or in any way be liable for the obligations of the Company or its subsidiaries under the Company’s other debt
agreements.
Covenants and Restrictions
The Series 2026-2 Term Notes are subject to a
series of customary covenants and restrictions. These covenants and restrictions include (i) that the Issuer maintains a liquidity reserve
account to be used to make required payments in respect of the Series 2026-1 Notes and the Series 2026-2 Term Notes, (ii) provisions relating
to optional and mandatory prepayments, including specified make-whole payments in the case of certain optional prepayments of the Series
2026-2 Term Notes prior to the monthly payment date in June 2033, and (iii) covenants relating to recordkeeping, access to information
and similar matters. As provided in the Indenture, the Series 2026-2 Term Notes are also subject to rapid amortization in the event of
a failure to maintain a stated debt service coverage ratio. A rapid amortization may be cured if the debt service coverage ratio exceeds
a certain threshold for a certain period of time, upon which cure, regular amortization, if any, will resume. The Series 2026-2 Term Notes
are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other
amounts due on or with respect to the Series 2026-2 Term Notes, failure to comply with covenants within certain time frames, certain bankruptcy
events, breaches of specified representations and warranties, failure of security interests to be effective and certain judgments.
The foregoing summaries of the Indenture and the
Series 2026-2 Term Notes do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete
copies of the Base Indenture and the Series 2026-2 Supplement, which are filed as Exhibits 4.1 and 4.2 hereto, respectively.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is incorporated
by reference into Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
Number
|
|
Description
|
| 4.1 |
|
Amended and Rested Base Indenture, dated as of July 15, 2026, by and among Kinetic ABS Issuer LLC, Kinetic ABS AR, Kinetic ABS GA, Kinetic ABS KY, Kinetic ABS OH, Kinetic ABS TX, Kinetic ABS NC, Kinetic ABS FL, Kinetic ABS OK, Kinetic ABS AL, Kinetic ABS IA and Wilmington Trust, National Association, as indenture trustee. |
| 4.2 |
|
Series 2026-2 Supplement, dated as of July 15, 2026, by and among Kinetic ABS Issuer LLC, Kinetic ABS AR, Kinetic ABS GA, Kinetic ABS KY, Kinetic ABS OH, Kinetic ABS TX, Kinetic ABS NC, Kinetic ABS FL, Kinetic ABS OK, Kinetic ABS AL, Kinetic ABS IA and Wilmington Trust, National Association, as indenture trustee. |
| 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: July 17, 2026 |
UNITI GROUP INC. |
| |
|
| |
|
| |
By: |
/s/ Daniel L. Heard |
| |
|
Name: |
Daniel L. Heard |
| |
|
Title: |
Sr. Executive Vice President - General Counsel and Secretary |
