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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):
February 4, 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 February 4, 2026, Uniti Services LLC (“Uniti Services”),
Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc. and CSL Capital, LLC (together, the “Issuers”), each a subsidiary
of Uniti Group Inc. (the “Company” and, together with the Issuers, “us” or “we”), completed a private
offering of $1,000,000,000 aggregate principal amount of the Issuers’ 8.625% Senior Notes due 2032 (the “Notes”). The
Issuers used the net proceeds from the offering of the Notes to repay borrowings under Uniti Services’ senior secured first lien
term loan facility due 2031, including related fees and expenses in connection with the foregoing, and for general corporate purposes,
which may include the repayment of outstanding debt and/or success-based capital expenditures.
Within 60 days of the date hereof, Uniti Services will (or cause its
applicable subsidiaries to) file to obtain regulatory approval to enable the regulated subsidiaries to guarantee the Notes, and it will
use commercially reasonable efforts to obtain such approval. Upon the guarantee of the Notes by each of the regulated subsidiaries that
guarantee the Issuers' existing 8.625% senior notes due 2032, the Notes are expected to be mandatorily exchanged for 8.625% senior notes
due 2032 issued as “additional notes” under the indenture dated as of June 24, 2025 among the Issuers, the guarantors party
thereto and the trustee party thereto (the “2025 Indenture”). Any such additional notes are expected to be part of the same
series as the existing 8.625% senior notes due 2032 issued under the 2025 Indenture, and are expected to have the same CUSIP number as,
and be fungible with, the existing 8.625% senior notes due 2032 issued under the 2025 Indenture.
The Notes were issued at an issue price of 100.25% of their principal
amount plus accrued interest from December 15, 2025 to, but excluding, February 4, 2026, pursuant to an Indenture, dated as of February
4, 2026 (the “Indenture”), among the Issuers, the guarantors named therein (collectively, the “Guarantors”) and
Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”). The Notes mature on June 15, 2032 and
bear interest at a rate of 8.625% per year. Interest on the Notes is payable on June 15 and December 15 of each year, beginning on June
15, 2026.
The Issuers may redeem the Notes, in whole or in part, at any time
prior to June 15, 2028 at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest
on the Notes, if any, to, but not including, the redemption date, plus an applicable “make whole” premium described in the
Indenture. Thereafter, the Issuers may redeem the Notes in whole or in part, at the redemption prices set forth in the Indenture. In addition,
at any time on or prior to June 15, 2028, up to 40% of the aggregate principal amount of the Notes may be redeemed with the net cash proceeds
of certain equity offerings at a redemption price of 108.625% of the principal amount plus accrued and unpaid interest, if any, to, but
not including, the applicable redemption date; provided that at least 60% of aggregate principal amount of the originally issued Notes
remains outstanding. If certain changes of control of Uniti Services occur, holders of the Notes will have the right to require the Issuers
to offer to repurchase their Notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but not including,
the repurchase date.
The Notes are fully and unconditionally guaranteed, jointly and
severally, on a senior unsecured basis by the Company, Uniti Group LLC, Uniti Services’ immediate parent, and by each of Uniti
Services’ existing and future domestic restricted subsidiaries (other than the Issuers) that guarantees indebtedness under the
Company’s senior secured credit facilities and existing secured notes (except initially certain regulated subsidiaries for
which the Company will seek regulatory approval to enable them to guarantee the Notes). The guarantees are subject to release under
specified circumstances, including certain circumstances in which such guarantees may be automatically released without the consent
of the holders of the Notes.
The Notes and the related guarantees are the Issuers’ and the
Guarantors’ senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’
existing and future senior unsecured indebtedness and senior in right of payment to any of the Issuers’ and the Guarantors’
subordinated indebtedness. The Notes and the related guarantees are effectively subordinated to all of the Issuers’ and the Guarantors’
secured indebtedness (including the senior secured credit facilities and secured notes) to the extent of the value of the assets securing
such indebtedness and are structurally subordinated to all existing and future liabilities (including trade payables) of the Issuers’
subsidiaries that do not guarantee the Notes.
The Indenture contains customary high yield covenants limiting the
ability of Uniti Services and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness;
pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell
assets; transfer material intellectual property to unrestricted subsidiaries; enter into transactions with affiliates; merge or consolidate
or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries
to pay dividends or other amounts to the Issuers. These covenants are subject to a number of important and significant limitations, qualifications
and exceptions. The Indenture also contains customary events of default.
The foregoing description is qualified in its entirety by reference
to the Indenture and the form of Note included therein, which are filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated
herein by reference.
| 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 above is incorporated by reference
into this Item 2.03.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| |
|
|
|
Exhibit
No. |
|
Description of Exhibit |
| |
|
|
| 4.1 |
|
Indenture, dated February 4, 2026, by and among Uniti Services LLC, Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc. and CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing the 8.625% Senior Notes due 2032. |
| |
|
|
| 4.2 |
|
Form of 8.625% Senior Notes due 2032 (included in Exhibit 4.1). |
| |
|
|
| 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 Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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UNITI GROUP INC. |
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By: |
|
/s/ Daniel L. Heard |
| |
|
|
Name: |
Daniel L. Heard |
| |
|
|
Title: |
Senior Executive Vice President – General Counsel and Secretary |
Dated: February 4, 2026
