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0001620280
Uniti Group Inc.
0001620280
2025-08-01
2025-08-01
iso4217:USD
xbrli:shares
iso4217:USD
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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): August 1, 2025
____________________________
Uniti Group LLC
(Exact name of registrant as specified in its
charter)
____________________________
| Delaware |
001-36708 |
46-5230630 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
|
|
|
2101 Riverfront Drive, Suite A
Little Rock, AR, 72202
(Address of principal executive offices) (Zip Code) |
|
|
(501) 850-0820
(Registrant’s telephone number, including
area code)
Uniti Group Inc.
(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 |
|
Name
of each exchange
on which registered |
| Common Stock, $0.0001 Par Value |
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. ☐
On August 1, 2025, pursuant to the previously
announced Agreement and Plan of Merger dated as of May 3, 2024, by and between Uniti Group LLC, a Delaware corporation (f/k/a Uniti Group
Inc. and recently converted from a Maryland corporation) (“Uniti”), New Windstream, LLC, a Delaware limited liability
company (“Windstream”) (as successor to Windstream Holdings II, LLC, a Delaware limited liability company), New Uniti
HoldCo LP, a Delaware limited partnership and New Windstream Merger Sub, LLC, a Delaware limited liability company and indirect wholly
owned subsidiary of Windstream (“Merger Sub”), as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated
as of July 17, 2024 (the “Merger Agreement”), Uniti and Windstream completed the previously announced merger by consummating
the following transactions: (a) Windstream merged with and into Uniti Group Inc., a Delaware corporation and, at such time, a direct wholly
owned subsidiary of Windstream (f/k/a Windstream Parent, Inc.) (“New Uniti”), with New Uniti surviving the merger as
the ultimate parent company of the combined company (the “Internal Reorg Merger”), and (b) Merger Sub merged with and
into Uniti (the “Merger”), with Uniti surviving the Merger as an indirect wholly owned subsidiary of New Uniti. Following
the Merger, (i) Uniti ceased to be a real estate investment trust (a “REIT”), and New Uniti does not qualify as a REIT
for U.S. federal income tax purposes, and (ii) Uniti immediately converted its corporate form from a corporation to a limited liability
company renamed “Uniti Group LLC”.
Merger
Consideration
Subject to the terms and conditions set forth
in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Uniti’s common
stock, par value $0.0001 per share (the “Uniti Common Stock”) issued and outstanding immediately prior to the Effective
Time was canceled and retired and converted into the right to receive 0.6029 shares of common stock of New Uniti, par value $0.0001 per
share (the “New Uniti Common Stock”, and together with any cash in lieu of fractional shares of New Uniti Common Stock,
the “Uniti Merger Consideration”). Without giving effect to the conversion of any outstanding convertible
securities or New Uniti Warrants (as defined below), following the consummation of the Merger (the “Closing”), pre-Closing
Uniti stockholders hold approximately 62% of the outstanding shares of New Uniti Common Stock. The exchange of Uniti Common
Stock for New Uniti Common Stock in the Merger is a taxable transaction for holders of Uniti Common Stock for U.S. federal income tax
purposes. Cash in lieu of fractional shares of New Uniti Common Stock will be calculated by multiplying the closing sale price of a share
of New Uniti Common Stock on Nasdaq on the trading day immediately following the date on which the Effective Time occurs by the fraction
of a share of New Uniti Common Stock to which a holder would otherwise have been entitled, without interest and subject to any withholding
of taxes.
In connection with the Internal Reorg Merger,
prior to the Effective Time of the Merger, Windstream’s pre-Closing equityholders received (i) a number of shares of New Uniti Common
Stock representing approximately 35.42% of the outstanding shares of New Uniti Common Stock, (ii) shares of preferred stock of New Uniti
having an aggregate initial liquidation preference of $575,000,000 (the “New Uniti Preferred Stock”) described in more
detail below and (iii) warrants of New Uniti representing approximately 6.9% of the outstanding New Uniti Common Stock immediately following
the Closing on a fully diluted basis after giving effect to such warrants described in more detail below (the “New Uniti Warrants”).
Following the Effective Time, Windstream’s pre-Closing equityholders also received $370,659,503.47 in cash from Uniti (the “Closing
Cash Payment”). Uniti funded the Closing Cash Payment with cash on hand and borrowings under its revolving credit facility.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby, including the Merger, does not purport to be complete, and is subject to and qualified in its entirety by reference
to the full text of the Merger Agreement, which is filed as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K and incorporated herein
by reference.
Treatment of Uniti Equity Awards
At the Effective Time, each Uniti performance
stock unit award (each, a “Uniti PSU Award”) that was outstanding immediately prior to the Effective Time was automatically
and without any action on the part of the holder thereof assumed by New Uniti and remains subject to the same terms and conditions (including
any vesting, forfeiture and dividend equivalent terms) as were applicable to such Uniti PSU Award immediately prior to the Effective Time,
but was converted into an award with respect to a number of shares of New Uniti Common Stock (rounded up or down to
the nearest whole share) equal to the product
of (i) the target number of shares of Uniti Common Stock subject to such Uniti PSU Award and (ii) the Exchange Ratio.
At the Effective Time, each award of restricted
shares of Uniti Common Stock granted under the Uniti Stock Plan (and which remains subject to unsatisfied vesting conditions) (each, a
“Uniti Restricted Stock Award”) that was outstanding immediately prior to the Effective Time was automatically and
without any action on the part of the holders thereof assumed by New Uniti and remains subject to the same terms and conditions (including
any vesting, forfeiture and dividend terms) as were applicable to such Uniti Restricted Stock Award immediately prior to the Effective
Time, but was converted into an award with respect to a number of shares of New Uniti Common Stock (rounded up or down to the nearest
whole share) equal to the product of (i) the number of shares of Uniti Common Stock subject to such Uniti Restricted Stock Award and (ii)
the Exchange Ratio.
Terms of New Uniti Preferred Stock
On August 1, 2025, in connection with the Internal
Reorg Merger, New Uniti filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware
to, among other things, establish the preferences, limitations and relative rights of the New Uniti Preferred Stock. The Amended and Restated
Certificate of Incorporation became effective on August 1, 2025.
The New Uniti Preferred Stock, with respect to
dividend rights and rights upon the liquidation, winding-up or dissolution of New Uniti, ranks senior to New Uniti’s junior stock
(including New Uniti Common Stock), on a parity with all parity preferred stock of New Uniti and junior to all senior stock and existing
and future indebtedness of New Uniti.
Holders of the New Uniti Preferred Stock are entitled
to receive cumulative dividends at the applicable dividend rate on the liquidation preference per share of the New Uniti Preferred Stock,
payable quarterly in cash or compounded by adding to the liquidation preference of New Uniti Preferred Stock, at the option of New Uniti.
The dividend rate is initially 11% per year for the first six years after the initial issuance of the New Uniti Preferred Stock. The dividend
rate will be increased by an additional 0.5% per year during each of the seventh and eighth year after the initial issuance of the New
Uniti Preferred Stock and be further increased by an additional 1% per year during each subsequent year, subject to a cap of 16% per year.
In addition, the then-applicable dividend rate will be increased by 1% per year during any period in which an event of default has occurred
under any material debt of New Uniti or its subsidiaries.
New Uniti may redeem the New Uniti Preferred Stock
at its option at any time at a price per share equal to (i) for the first three years after the initial issuance thereof, $1,400 minus
any cash dividends paid on such New Uniti Preferred Stock and (ii) thereafter, 100% of the liquidation preference of the New Uniti Preferred
Stock to be redeemed plus accrued and unpaid dividends on such New Uniti Preferred Stock.
Following the tenth anniversary of the initial
issuance of the New Uniti Preferred Stock, certain anchor holders may require New Uniti to repurchase the New Uniti Preferred Stock at
a price equal to 100% of the liquidation preference of the New Uniti Preferred Stock to be repurchased plus accrued and unpaid dividends
on such New Uniti Preferred Stock. The aggregate liquidation preference of the New Uniti Preferred Stock that such anchor holders may
require New Uniti to repurchase is subject to a cap and such anchor holders may not exercise such right more than once in any 12-month
period.
Upon a change of control of New Uniti, the holders
may require New Uniti to repurchase the New Uniti Preferred Stock at a price equal to 100% of the liquidation preference of the New Uniti
Preferred Stock to be repurchased plus accrued and unpaid dividends on such New Uniti Preferred Stock.
Subject to certain conditions, New Uniti may elect
to settle any redemption or repurchase of the New Uniti Preferred Stock in cash or shares of New Uniti Common Stock.
Holders of New Uniti Preferred Stock are generally
not entitled to vote on matters submitted to a vote of stockholders of New Uniti. Subject to certain exceptions, the consent of the holders
of least a majority of the outstanding shares of the New Uniti Preferred Stock is required for the issuance of any parity stock or senior
stock of New Uniti.
Terms of New Uniti Warrants
On August 1, 2025, in connection with the Internal
Reorg Merger, New Uniti issued the New Uniti Warrants to purchase an aggregate of 17,558,406 shares of New Uniti Common Stock pursuant
to a warrant agreement, dated August 1, 2025, between New Uniti and Equiniti Trust Company, LLC, as warrant agent (the “Warrant
Agreement”). Subject to certain ownership limitations, each New Uniti Warrant entitles the registered holder to purchase, initially,
one share of New Uniti Common Stock at $0.01 per share during the exercise period, subject to customary adjustments set forth in the Warrant
Agreement. The exercise period will commence on the third anniversary of the initial issuance date of the New Uniti Warrants
or, if earlier, upon any change of control of New Uniti or the redemption of the corresponding New Uniti Preferred Stock. New Uniti will
settle the exercise of a New Uniti Warrant on a cashless basis by delivering a number of shares of New Uniti Common Stock with a value
equal to the amount by which the market price of the New Uniti Common Stock at the time of exercise as measured under the Warrant Agreement
exceeds the strike price of $0.01 per share. The New Uniti Warrants will expire on the tenth anniversary of the initial issuance date
thereof. The holders of the New Uniti Warrants are entitled to participate in certain distributions made on the New Uniti Common Stock
on an as-exercised basis. The New Uniti Warrants do not have any voting rights.
| Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introduction
is incorporated by reference into this Item 2.01.
| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On August 1, 2025, in connection with the Merger,
Uniti notified Nasdaq that the Merger had been completed. The New Uniti Common Stock will continue to trade on the Nasdaq Global Select
Market under the ticker “UNIT,” which was the same symbol formerly used for the Uniti Common Stock, with new CUSIP (912932
100).
Uniti intends to file a certificate on Form 15
requesting that the Uniti Common Stock be deregistered under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”),
and that Uniti’s reporting obligations under Section 15(d) of the Exchange Act be suspended (except to the extent of the succession
of New Uniti to the Exchange Act Section 12(b) registration and reporting obligations of Uniti as described under the heading “Successor
Issuer” under Item 8.01 below).
| Item 3.03. |
Material Modification to Rights of Security Holders. |
The information set forth in the Introduction,
Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 is incorporated by reference into this Item 3.03.
At the Effective Time, each holder of shares of
Uniti Common Stock as of immediately prior to the Effective Time ceased to have any rights as a stockholder of Uniti other than the right
to receive the Uniti Merger Consideration pursuant to the Merger Agreement.
The description of the New Uniti Common Stock
was included in Uniti’s Definitive Proxy Statement filed with the SEC on February 12, 2025, under the heading “Description
of Securities Following the Merger” and is incorporated herein by reference.
| Item 5.01. |
Change in Control of Registrant. |
The information set forth in the Introduction,
Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 is incorporated by reference into this Item 5.01.
In light of the continuing ownership of the majority
of stock of New Uniti by Uniti shareholders and that the Uniti directors constitute a majority of the New Uniti board of directors, Uniti
has not undergone a change in control, and the Merger does not constitute a change in control under Uniti's debt documents or Windstream's
debt documents. However, given that Uniti is going to be a subsidiary of New Uniti, Uniti is including this Item 5.01 in this Current
Report on Form 8-K given the absence of any definition of “change in control” in Form 8-K as a matter of prudence.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Effective Time and by virtue of the Merger,
all of the directors of Uniti other than Kenneth A. Gunderman were removed, and Daniel L. Heard was appointed to serve with Mr. Gunderman
as the sole directors of Uniti, now a subsidiary of New Uniti, immediately following the Merger. Thereafter, Uniti converted its corporate
form from a corporation to a limited liability company, and as a result, Uniti is now manager-managed by Mr. Gunderman and Mr. Heard.
At the Effective Time, the following individuals,
which include all former directors of Uniti, were appointed as the directors of the New Uniti Board:
Scott G. Bruce
Randy Dunbar
Francis X. Frantz
Kenneth A. Gunderman
Mary McLaughlin
Joe Natale
Carmen Perez-Carlton
Paul Sunu
Harold Zeitz
At the Effective Time, all of the executive officers
of Uniti (including its Named Executive Officers) serving immediately prior to the Effective Time were removed and the following individuals
were appointed as officers of each of Uniti and New Uniti:
Kenneth Gunderman – President
& Chief Executive Officer
Paul Bullington – Senior Executive
Vice President, Chief Financial Officer & Treasurer
Travis Black – Senior Vice President
& Chief Accounting Officer
Biographical information with regards to Mr. Gunderman
and Mr. Bullington is included in Uniti’s Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders filed with the
SEC on April 29, 2025. Mr. Black, 44, has served as Uniti’s Senior Vice President, Chief Accounting Officer since January 2024,
Vice President, Chief Accounting Officer from September 2021 to January 2024 and Director of Accounting and SEC Reporting from July 2015
to September 2021. Mr. Black is a Certified Public Accountant and holds a BS in Accounting from the University of Tennessee
and an MBA from the University of Memphis.
There is no arrangement or understanding between
any of the directors or officers listed above and any other person pursuant to which they were selected as a director or officer, nor
are they party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K. The officers listed
above have no family relationships with any of Uniti’s directors or executive officers.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in the Introduction,
Item 3.03, Item 5.01 and Item 5.02 is incorporated by reference into this Item 5.03.
Following the Merger, Uniti converted its corporate
form from a corporation to a limited liability company, filed a certificate of formation with the Delaware Secretary of State and adopted
other applicable organizational documents to reflect such conversion. Such organizational documents shall be the organizational documents
of Uniti until further amended.
Press Release
On August 1, 2025, New Uniti issued a press release
announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
by reference into this Item 8.01.
Successor Issuer
In connection with the Merger and by operation
of Rule 12g-3(a) promulgated under the Exchange Act, New Uniti is the successor issuer to Uniti and has succeeded to the attributes of
Uniti as the registrant. The New Uniti Common Stock is deemed to be registered under Section 12(b) of the Exchange Act, and New Uniti
is subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder, and will hereafter
file reports and other information as the successor issuer with the SEC.
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| |
|
|
|
| |
2.1* |
|
Agreement and Plan of Merger, dated as of May 3, 2024, by and between Uniti Group LLC (f/k/a Uniti Group Inc.), New Windstream, LLC (as successor to Windstream Holdings II, LLC), and the other parties thereto (incorporated by reference to Exhibit 2.1 to Uniti’s Current Report on Form 8-K filed with the SEC on May 3, 2024) |
| |
|
|
|
| |
2.2 |
|
Amendment No. 1 to Agreement and Plan of Merger, dated July 17, 2024, by and between Uniti Group LLC (f/k/a Uniti Group Inc.) and Windstream Holdings II, LLC (incorporated by reference to Exhibit 2.2 to Uniti’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2024) |
| |
|
|
|
| |
99.1 |
|
Press Release of New Uniti announcing the consummation of the Merger, dated August 1,
2025 |
| |
|
|
|
| |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted
schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request. |
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.
| |
UNITI GROUP LLC
(formerly Uniti Group Inc.)
|
| |
By: |
/s/ Daniel Heard |
| |
|
Name: Daniel Heard |
| |
|
Title: Senior Executive Vice President, General Counsel & Secretary |
Date: August 1, 2025
