Current Report Filing (8-k)
December 06 2022 - 4:25PM
Edgar (US Regulatory)
0001620280
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0001620280
2022-12-06
2022-12-06
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xbrli:shares
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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):
December 6, 2022
Uniti Group Inc.
(Exact name of registrant as specified in its
charter)
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Maryland |
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001-36708 |
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46-5230630 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
2101 Riverfront Drive, Suite A
Little Rock, Arkansas |
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72202 |
(Address of principal executive offices) |
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(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 December 6, 2022, the Company issued a press
release announcing the offering of $300 million aggregate principal amount of its convertible senior notes due 2027 (the “Convertible
Senior Notes”), which will be guaranteed by each of the Company’s subsidiaries that is an issuer, obligor or guarantor under
its existing senior notes (except initially those subsidiaries that require regulatory approval prior to guaranteeing the Convertible
Senior Notes). The Company intends to use a portion of the net proceeds of the offering to repurchase the existing 4.00% exchangeable
senior notes due 2024 (the “Existing Notes”) issued by Uniti Fiber Holdings Inc., a subsidiary of the Company, pay the cost
of certain capped call transactions in connection with the offering and for general corporate purposes, which may include the repurchase
or repayment of other outstanding debt, including, but not limited to, additional open market repurchases, redemptions or tender offers
of the Existing Notes. The offering of the Convertible Senior Notes is subject to market and other conditions. The Convertible Senior
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 Convertible Senior Notes will be offered only to persons reasonably believed to be qualified
institutional buyers under Rule 144A under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
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: December 6, 2022 |
UNITI GROUP INC. |
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By: |
/s/ Daniel L. Heard |
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Name: |
Daniel L. Heard |
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Title: |
Executive Vice President – General Counsel and Secretary |
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