Current Report Filing (8-k)
December 23 2022 - 4:20PM
Edgar (US Regulatory)
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0001620280
2022-12-07
2022-12-07
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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 23, 2022 (December 7, 2022)
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 |
(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 1.01 Entry Into a Material Definitive Agreement
The information set forth under Item 8.01 of this
Current Report on Form 8-K is 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 under Item 8.01 of this
Current Report on Form 8-K relating to the issuance of the Additional Notes (as defined below) by Uniti Group Inc. (the “Company”
or “Uniti”) is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities
The information set forth under Item 8.01 of this
Current Report on Form 8-K relating to the issuance of the Additional Notes is incorporated herein by reference.
The Company offered and sold the Additional Notes
to the Initial Purchasers (as defined below) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale
by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration
provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in
part on representations made by the Initial Purchasers in the purchase agreement dated December 7, 2022 by and among the Company and the
Initial Purchasers.
The Additional Notes and the underlying common
stock of the Company deliverable upon conversion of the Notes, if any, have not been registered under the Securities Act, and may not
be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
To the extent that any shares of common stock are
issued upon conversion of the Additional Notes, they will be issued in transactions anticipated to be exempt from registration under the
Securities Act by virtue of either Section 4(a)(2) or Section 3(a)(9) thereof.
Item 8.01 Other Events
On December 23, 2022, the Company issued an additional
$6.5 million aggregate principal amount of 7.50% Convertible Senior Notes due 2027 (the “Additional Notes”) to the initial
purchasers named in that certain purchase agreement dated December 7, 2022 by and among the Company, the guarantors party thereto (the
“Guarantors”) and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives of the several initial
purchasers named therein (the “Initial Purchasers”). The issuance of the Additional Notes was pursuant to the Initial Purchasers’
partial exercise of their 13-day option to purchase additional notes granted in the previously announced offering of an aggregate of $300,000,000
principal amount of 7.50% Convertible Senior Notes due 2027 (the “Original Notes” and, together with the Additional Notes,
the “Notes”). The Additional Notes were issued pursuant to, and are governed by, that certain Indenture, dated December 12,
2022 (the “Indenture”), by and among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee, pursuant
to which the Original Notes were issued. The Additional Notes have identical terms to the Original Notes. The Indenture and the Notes
are each described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
December 12, 2022 (the “Prior 8-K”), which is incorporated herein by reference. The summary of the foregoing transactions
is qualified in its entirety by reference to the text of the Indenture, including the Form of Note attached as Exhibit A thereto, which
was filed as Exhibit 4.1 to the Prior 8-K and is incorporated herein by reference.
Additional Capped Call Transactions
On December 21, 2022, in connection with the exercise
of the Initial Purchasers’ option to purchase the Additional Notes, the Company entered into additional capped call transactions
with respect to the Company’s common stock (the “Additional Capped Call Transactions”) with certain financial institutions,
including one or more of the Initial Purchasers and/or their respective affiliates (collectively, the “Counterparties”). The
Additional Capped Call Transactions cover, subject to customary anti-dilution adjustments substantially similar to those applicable to
the Additional Notes, the same number of shares of the Company’s common stock that initially underlie the Additional Notes in the
aggregate. The Additional Capped Call Transactions will expire upon the maturity of the Additional Notes, if not earlier terminated or
exercised. The Additional Capped Call Transactions are expected generally to reduce potential dilution to the Company’s common stock
upon any conversion of the Additional Notes and/or offset any potential cash payments the Company is required to make in excess of the
principal amount of converted Additional Notes, as the case may be, in the event that the market price per share of the Company’s
common stock, as measured under the terms of the Additional Capped Call Transactions, is greater than the strike price of the Additional
Capped Call Transactions, which initially corresponds to the conversion price of the Additional Notes and is subject to customary adjustments.
If, however, the market price per share of the Company’s common stock, as measured under the terms of the Additional Capped Call
Transactions, exceeds the cap price of the Additional Capped Call Transactions, there would nevertheless be dilution and/or there would
not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the Additional
Capped Call Transactions. The cap price of the Additional Capped Call Transactions will initially be approximately $10.63 per share, which
represents a premium of approximately 75% over the last reported sale price of the Company’s common stock of $6.075 per share on
December 7, 2022, and will be subject to customary adjustments.
The Additional Capped Call Transactions are separate
transactions, entered into by the Company with the Counterparties, and are not part of the terms of the Additional Notes. Holders of the
Additional Notes will not have any rights with respect to the Additional Capped Call Transactions.
The summary set forth
above is qualified in its entirety by reference to the form of Capped Call Transaction Confirmation filed as Exhibit 10.1 to the Prior
8-K and is incorporated herein by reference.
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 23, 2022 |
UNITI GROUP INC. |
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By: |
/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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