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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): October
10, 2025 (October
9, 2025)
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 8.01 Other Events
On October 9, 2025, Uniti Group Inc. (the “Company,” “we,”
“us,” or “our”) issued a press release to announce the pricing of an offering of $250.0 million aggregate principal
amount of secured fiber network revenue term notes (the “ABS Notes”) by its subsidiaries, Uniti Fiber ABS Issuer LLC
and Uniti Fiber TRS Issuer LLC (collectively, the “ABS Issuers”), consisting of $180,000,000 5.177% Series 2025-2, Class
A-2 term notes, $28,200,000 5.621% Series 2025-2, Class B term notes and $41,800,000 7.834% Series 2025-2, Class C term notes. Collectively,
the ABS Notes have a weighted average coupon rate of approximately 5.671%. The Company expects to use the net proceeds of the offering of the ABS
Notes for general corporate purposes, which may include success-based capital expenditures and/or repayment of outstanding debt. The
offering of the ABS Notes is expected to close on October 24, 2025.
In connection with the closing of the offering of the ABS Notes, the
ABS Issuers expect to enter into a commitment for a $75.0 million variable funding note facility with a delayed draw feature, subject
to leverage tests and other customary drawing conditions. The ABS Issuers do not expect to draw on the variable funding note facility
at the closing of the offering of the ABS Notes. The variable funding notes will be governed by the same indenture that will govern the
ABS Notes.
The ABS Notes will not be registered under the Securities Act of 1933,
as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The ABS Notes
were offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside
the United States in compliance with Regulation S under the Securities Act. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with
respect to the future and management’s current expectations, involve certain risks and uncertainties, and are not guarantees. These
forward-looking statements include, but are not limited to, statements regarding the offering of the ABS Notes and use of proceeds therefrom.
The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “projects,” “will,” “would,” “predicts” and similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you
should not place undue reliance on the forward-looking statements. Future results may differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements that the Company makes. These forward-looking statements involve risks and uncertainties,
known and unknown, that could cause events and results to differ materially from those in the forward-looking statements, including,
without limitation: unanticipated difficulties or expenditures relating to the merger of Uniti and Windstream; competition and overbuilding
in consumer service areas and general competition in business markets; risks related to Uniti’s indebtedness, which could reduce
funds available for business purposes and operational flexibility; rapid changes in technology, which could affect its ability to compete;
risks relating to information technology system failures, network disruptions, and failure to protect, loss of, or unauthorized access
to, or release of, data; risks related to various forms of regulation from the Federal Communications Commission, state regulatory commissions
and other government entities and effects of unfavorable legal proceedings, government investigations, and complex and changing laws;
risks inherent in the communications industry and associated with general economic conditions; and additional risks set forth in the
“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
sections of Uniti and its predecessor’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings
with the U.S. Securities and Exchange Commission as well as Uniti’s predecessor’s registration statement on Form S-4 dated
February 12, 2025. The discussion of such risks is not an indication that any such risks have occurred at the time of this filing. The
Company does not assume any obligation to update any forward-looking statements. Uniti expressly disclaims any obligation to release
publicly any updates or revisions to any of the forward-looking statements set forth in this press release to reflect any change in its
expectations or any change in events, conditions or circumstances on which any such statement is based.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
Description of Exhibit |
| |
|
| 99.1 |
Press release issued October 9, 2025. |
| |
|
| 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.
| |
UNITI GROUP INC. |
| |
|
| |
By: |
/s/ Daniel L. Heard |
| |
|
Name: Daniel L. Heard |
| |
|
Title: Senior Executive Vice President - General Counsel and Secretary |
Dated: October 10, 2025
