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2025-10-06
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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 6, 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 1.01 Entry into a Material
Definitive Agreement.
Senior Secured Notes
On October 6, 2025, Windstream Services, LLC (the “Issuer”),
a subsidiary of Uniti Group Inc. (the “Company” or “Uniti”), completed a private offering of $1,400.0 million aggregate
principal amount of the Issuer’s 7.500% Senior Secured Notes due 2033 (the “Notes”). The Issuer used the net proceeds
from the offering, together with the proceeds of the New Term Loan (as defined and described below), to fund the redemption in full of
the outstanding 10.50% Senior Secured Notes due 2028 issued by the Issuer and certain other subsidiaries of the Company as co-issuers
(the “2028 Secured Notes”), and to pay any related premiums, fees and expenses in connection with the foregoing. On October
6, 2025, the Issuer redeemed the 2028 Secured Notes and satisfied and discharged its and the other co-issuers’ respective obligations
with respect to the indenture governing the 2028 Secured Notes.
The Notes were issued at an issue price of 100.000% of their principal
amount pursuant to an Indenture, dated as of October 6, 2025 (the “Indenture”), among the Issuer, the guarantors named therein
(collectively, the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”)
and as collateral agent. The Notes mature on October 15, 2033 and bear interest at a rate of 7.500% per year. Interest on the Notes is
payable on March 15 and September 15 of each year, beginning on March 15, 2026.
The Issuer may redeem the Notes, in whole or in part, at any time prior
to October 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 Issuer may redeem the Notes in whole or in part, at the redemption prices set forth in the Indenture. In addition,
prior to October 15, 2028, the Issuer may, on one or more occasions, redeem up to 10% of the aggregate principal amount of the Notes in
any twelve-month period at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid interest thereon,
if any, to, but not including, the applicable redemption date. Further, at any time on or prior to October 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
107.500% 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 the
Issuer occur, holders of the Notes will have the right to require the Issuer 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 and Uniti Group LLC (the Company’s indirect subsidiary and the Issuer’s parent
company) and on a senior secured basis by each of the Issuer’s existing and future restricted subsidiaries that is an issuer, obligor
or guarantor under the senior secured credit facilities and the existing secured notes, other than certain subsidiaries for which regulatory
approval is required to issue guarantees (the “Subsidiary Guarantors”). In addition, the Issuer will use commercially reasonable
efforts to obtain necessary regulatory approval to allow certain non-guarantor subsidiaries of the Issuer to guarantee the Notes, including
by making filings to obtain such approval within 60 days of the issuance of 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 Issuer’s and the
Subsidiary Guarantors’ senior secured obligations and rank equal in right of payment with all of the Issuer’s and the Subsidiary
Guarantors’ existing and future unsubordinated obligations; effectively senior to all unsecured indebtedness of the Issuer and the
Subsidiary Guarantors, including the Company’s existing senior unsecured notes, to the extent of the value of the collateral securing
the Notes; effectively equal with all of the Issuer’s and the Subsidiary Guarantors’ existing and future indebtedness that
is secured by first-priority liens on the collateral (including indebtedness under the Company’s senior secured credit facilities
and existing secured notes); senior in right of payment to any of the Issuer’s and Subsidiary Guarantors’ subordinated indebtedness;
and structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s subsidiaries that
do not guarantee the Notes. The guarantee of the Company and Uniti Group LLC will be their senior unsecured obligations and will rank
equally in right of payment with all of their respective existing and future unsubordinated obligations and senior in right of payment
to any of
their respective subordinated indebtedness. The Notes and the related
guarantees will also be effectively subordinated to any existing or future indebtedness that is secured by liens on assets that do not
constitute a part of the collateral securing the Notes to the extent of the value of such assets, and to any existing or future secured
indebtedness of the Company and Uniti Group LLC to the extent of the value of the assets securing such indebtedness.
The Notes and the related guarantees will be secured by liens on substantially
all of the assets of the Issuer and the Subsidiary Guarantors, which assets also ratably secure obligations under the Company’s
existing secured notes and senior secured credit facilities, in each case, subject to certain exceptions and permitted liens. The collateral
will not include real property below a specified threshold of value.
The Indenture contains customary high yield covenants limiting the
ability of the Issuer 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; 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 Issuer and its restricted subsidiaries to pay dividends or other amounts to the Issuer. 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.
New Term Loans
On October 6, 2025, the Issuer entered into an amendment to the Credit
Agreement, dated as of September 21, 2020, by and among Windstream Services, LLC, the other loan parties party thereto, the lenders and
L/C issuers from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated,
amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “legacy Windstream Credit
Agreement”) to (i) subject to receipt of customary regulatory approvals, extend the maturity date of the revolving facility thereunder
to December 30, 2027, and (ii) provide for a new seven-year term loan facility with a principal amount of $1,000.0 million (the “New
Term Loan”). Voluntary prepayments of borrowings under the legacy Windstream Credit Agreement are currently permitted at any time
without premium or penalty; provided that any voluntary prepayment, refinancing or repricing of the New Term Loan in connection with certain
repricing transactions that occur prior to the six-month anniversary of the closing of the New Term Loan shall be subject to a prepayment
premium of 1.00% of the principal amount of the term loans so prepaid, refinanced or repriced. The New Term Loan will include mandatory
prepayments, restrictive covenants and events of defaults consistent with the existing legacy Windstream Credit Agreement. The New Term
Loan will bear interest based on a floating rate plus a margin (which, at the Issuer’s election, may be the Base Rate plus 3.00%
or the Adjusted Term SOFR Rate plus 4.00% (each as defined in the legacy Windstream Credit Agreement, provided that the Adjusted Term
SOFR Rate “floor” shall be 0%)).
The foregoing descriptions of the amendments to the legacy Windstream
Credit Agreement and the New Term Loan are qualified in their entirety by reference to the legacy Windstream Credit Agreement, which is
filed herewith as Exhibit 10.1 and incorporated herein by reference.
Revolver Amendment
On October 6, 2025, the Issuer entered into an amendment to the Credit
Agreement, dated as April 24, 2015, by and among Uniti Group Inc., Windstream Services, LLC, Uniti Group Finance 2019 Inc., CSL Capital,
LLC, the guarantors from time to time party thereto, lenders from time to time party thereto and Bank of America, N.A., as administrative
agent and collateral agent (as amended, restated, amended and restated, supplemented or modified, refinanced or replaced from time to
time, the “legacy Uniti Credit Agreement”) to, subject to receipt of customary regulatory approvals, extend the maturity date
of the revolving facility thereunder to December 30, 2027.
The foregoing description of the amendment to the legacy Uniti Credit
Agreement is qualified in its entirety by reference to the amended legacy Uniti Credit Agreement, which is filed herewith as Exhibit 10.2
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 8.01 Other Events
On October 6, 2025, the Company issued a press release to announce
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”). 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.
In connection with 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 be 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 proposed 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 |
| |
|
|
| 4.1 |
|
Indenture, dated October 6, 2025, by and among Windstream Services, LLC, as Issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent, governing the 7.500% Senior Secured Notes due 2033. |
| |
|
|
| 4.2 |
|
Form of 7.500% Senior Secured Notes due 2033 (included in Exhibit 4.1). |
| |
|
|
| 10.1 |
|
Amendment No. 4 to the Credit Agreement, dated October 6, 2025, by and among Windstream Services, LLC, as borrower, the other loan parties party thereto, the lenders and L/C issuers party thereto and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent. |
| |
|
|
| 10.2 |
|
Amendment No. 11 to the Credit Agreement, dated October 6, 2025, among Uniti Group Inc., as parent guarantor, Windstream Services, LLC, Uniti Group Finance 2019 Inc. and CSL Capital, LLC, as borrowers, the other guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative and collateral agent. |
| |
|
|
| 99.1 |
|
Press release issued October 6, 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 6, 2025
