Current Report Filing (8-k)
September 15 2020 - 5:21PM
Edgar (US Regulatory)
0001620280
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0001620280
2020-09-09
2020-09-09
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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): September 15, 2020 (September 9, 2020)
Uniti Group Inc.
(Exact name of registrant as specified
in its charter)
Maryland
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001-36708
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46-5230630
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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10802 Executive Center Drive
Benton Building Suite 300
Little Rock, Arkansas
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72211
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(Address of principal executive offices)
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(Zip Code)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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UNIT
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The NASDAQ Global Select Market
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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
Stock Purchase Agreements
On September 9, 2020, Uniti Group Inc. (“Uniti”
or the “Company”) entered into stock purchase agreements (each, a “Stock Purchase Agreement”)
with certain first lien creditors of Windstream Holdings, Inc. (together with its direct and indirect subsidiaries, “Windstream”)
to replace and codify the terms set forth in the previously-filed binding letters of intent dated as of March 2, 2020.
Pursuant to the Stock Purchase Agreements, Uniti will sell an
aggregate of 38,633,470 shares of Uniti common stock, par value $0.0001 per share (the “Settlement Common Stock”),
at $6.33 per share, which represents the closing price of Uniti common stock on the date when an agreement in principle of the
basic outline of the settlement between Uniti and Windstream was first reached. Pursuant to the terms of the binding letters of
intent and now the Stock Purchase Agreements, Uniti will issue the Settlement Common Stock on the earlier of Windstream’s
emergence from bankruptcy and February 21, 2021. Uniti will transfer the proceeds from the sale of the Settlement Common Stock
to Windstream as consideration relating to settlement. The issuance and sale of the Settlement Common Stock will be made in reliance
upon the exemption from registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Certain
recipients of the Settlement Common Stock will be subject to a one-year lock up, and all recipients will be subject to a customary
standstill agreement. No recipient will receive any governance rights in connection with the issuance. The binding letters of intent
and the Stock Purchase Agreements also provide for customary registration rights.
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: September 15, 2020
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UNITI GROUP INC.
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By:
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/s/ Daniel L. Heard
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Name:
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Daniel L. Heard
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Title:
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Executive Vice President - General Counsel and Secretary
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