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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):
January 30, 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
|
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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 January 30, 2026, Kinetic ABS Issuer LLC (the
“Issuer”), an indirect, bankruptcy-remote subsidiary of Uniti Group Inc. (the “Company”), completed a private
offering of $960,100,000 aggregate principal amount of secured fiber network revenue term notes, consisting of $677,710,000 5.219% Series
2026-1, Class A-2 term notes, $112,960,000 5.561% Series 2026-1, Class B term notes and $169,430,000 7.653% Series 2026-1, Class C term
notes (collectively, the “Term Notes”), each with an anticipated repayment date (the “Term ARD”) in February of
2031.
The Term Notes were issued at an issue price of
100% of their respective principal amounts pursuant to an indenture, dated as of January 30, 2026 (the “Base Indenture”),
as supplemented by a Series 2026-1 Supplement thereto, dated as of January 30, 2026 (the “Series 2026-1 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 TX LLC (together with Kinetic AR, Kinetic
GA, Kinetic KY and Kinetic OH, the “Asset Entities” and, together with the Issuer, the “Obligors”), and Wilmington
Trust, National Association, as indenture trustee (the “Indenture Trustee”). Copies of the Base Indenture and the Series 2026-1
Supplement are attached hereto as Exhibits 4.1 and 4.2, respectively.
In connection with the issuance of the Term Notes,
the Base Indenture, as supplemented by the Series 2026-1 Supplement, also provides for up to $150,000,000 of Series 2026-1, Class A-1-V
variable funding notes (the “Class A-1 Variable Funding Notes”) to be issued by the Issuer. Drawings and the other terms related
to the Class A-1 Variable Funding Notes are governed by the Base Indenture, as supplemented by the Series 2026-1 Supplement, and a Class
A-1-V Note Purchase Agreement, dated as of January 30, 2026 (the “VFN Purchase Agreement”), among the Obligors, Uniti Kinetic
Fiber LLC, as manager of the securitization program (the “Manager”), certain committed note purchasers, conduit investors
and funding agents, and Barclays Bank PLC, as the administrative agent. Subject to the future satisfaction of certain conditions described
in the VFN Purchase Agreement, the committed note purchasers party thereto will provide commitments to fund the Class A-1 Variable Funding
Notes from time to time (and issue certain letters of credit) on a revolving basis until the anticipated repayment date for the Class
A-1 Variable Funding Notes (or, if earlier, the date on which the commitments thereunder are automatically terminated or permanently reduced
to $0). The initial anticipated repayment date for the Class A-1 Variable Funding Notes (the “VFN ARD” and together with the
Term ARD, collectively, the “ARD”) is February 2029 and may be extended at the option of the Issuer for two additional one-year
periods, in each case subject to the satisfaction of certain conditions described in the VFN Purchase Agreement.
In connection with the issuance of the Term Notes
and the Class A-1 Variable Funding Notes, the Base Indenture, as supplemented by the Series 2026-1 Supplement, also provides for up to
$14,017,876 of Series 2026-1, Class A-1-L liquidity funding notes (the “Class A-1 Liquidity Funding Notes” and, together with
the Term Notes and the Class A-1 Variable Funding Notes, collectively, the “Series 2026-1 Notes”) to be issued by the Issuer,
solely to support the securitization program’s liquidity reserve and to cover specified payment shortfalls.
The issuance of the Series 2026-1 Notes represents
the Company’s inaugural issuance of fiber network revenue notes for the Company’s fiber-to-the-home securitization program.
The securitization program involves certain fiber network assets and certain residential customer contracts in the States of Texas, Arkansas,
Kentucky, Ohio and Georgia that were sold to the Obligors at closing. As of the closing of the transactions on January 30, 2026, the Issuer
has $960,100,000 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 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 2026-1 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 2026-1 Notes
While the Series
2026-1 Notes are outstanding, scheduled payments of interest are required to be made on the 25th
of each calendar month, commencing on March 25, 2026. Except as with respect to the Class A-1 Liquidity
Funding Notes, no principal payments will be due on the Series 2026-1 Notes prior to the applicable ARD, unless certain rapid amortization
or acceleration triggers are activated (and/or, in the case of the Series 2026-1 Variable Funding Notes, the occurrence and continuance
of an event of default). Principal of the Class A-1 Liquidity Funding Notes, to the extent outstanding, will be due on each payment date
in accordance with the securitization program’s priority of payments.
The legal final maturity date of each class of
the Series 2026-1 Notes is in February 2056. If the Issuer has not repaid or refinanced the Term Notes prior to the relevant 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 2026-1 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 relevant ARD
for such Series 2026-1 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 2026-1 Notes. If the Issuer has not repaid or refinanced the Class A-1 Variable Funding
Notes prior to the relevant ARD, additional interest will accrue thereon in an amount equal to 5.00% per annum.
The applicable interest rate for advances made
under the Class A-1 Variable Funding Notes will generally be either a base rate or SOFR rate, determined at the option of the Issuer in
accordance with the VFN Purchase Agreement (or an alternative rate determined in the manner provided in the VFN Purchase Agreement), plus
1.75% per annum. To the extent that a draw is funded or maintained by a conduit investor through the issuance of commercial paper, such
draw shall bear interest at the CP funding rate (i.e., the cost of funds) to the conduit investor plus 1.75% per annum in the manner provided
in the VFN Purchase Agreement.
Collateral and Guarantee
The Series 2026-1 Notes are obligations only of
the Obligors pursuant to the Indenture. Pursuant to the Indenture and the related transaction documents, the Series 2026-1 Notes are guaranteed
by each Asset Entity and the Issuer’s direct parent company (the “Holdco Guarantor”), and such guarantees and the Series
2026-1 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, which assets are primarily the fiber network assets and related residential customer contracts in the States of
Texas, Arkansas, Kentucky, Ohio and Georgia that have been sold or contributed to the Asset Entities 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 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 under the Indenture or the Series 2026-1 Notes, and neither the
Holdco Guarantor, the Issuer nor any of the other Obligors 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 2026-1 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, (ii) provisions relating to optional and mandatory prepayments,
including specified make-whole payments in the case of certain optional prepayments of the Term Notes prior to the monthly payment date
in February 2029, and (iii) covenants relating to recordkeeping, access to information and similar matters. As provided in the Indenture,
the Term Notes and the Class A-1 Variable Funding 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 2026-1 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 2026-1 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, the
Series 2026-1 Notes, and the VFN Purchase Agreement 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, the Series 2026-1 Supplement, and the VFN Purchase Agreement, which are filed as Exhibits 4.1, 4.2 and 10.1 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 |
|
Base Indenture, dated as of January 30, 2026, by and among Kinetic ABS Issuer LLC, Kinetic ABS AR LLC, Kinetic ABS GA LLC, Kinetic ABS KY LLC, Kinetic ABS OH LLC, Kinetic ABS TX LLC and Wilmington Trust, National Association, as indenture trustee. |
| 4.2 |
|
Series 2026-1 Supplement, dated as of January 30, 2026, by and among Kinetic ABS Issuer LLC, Kinetic ABS AR LLC, Kinetic ABS GA LLC, Kinetic ABS KY LLC, Kinetic ABS OH LLC, Kinetic ABS TX LLC and Wilmington Trust, National Association, as indenture trustee. |
| 10.1 |
|
Class A-1-V Note Purchase Agreement, dated January 30, 2026, among Kinetic ABS Issuer LLC, the Asset Entities party thereto, Uniti Kinetic Fiber LLC, as manager, certain conduit investors, financial institutions and funding agents, Barclays Bank PLC, as letter of credit provider and as the administrative agent. |
| 104 |
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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: February 3, 2026 |
UNITI GROUP INC. |
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By: |
/s/ Daniel L. Heard |
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Name: |
Daniel L. Heard |
| |
|
Title: |
Sr. Executive Vice President - General Counsel and Secretary |
