Item 8.01 Other
Events
On February 2, 2023, the Company issued a press
release to announce an offering of senior secured notes (the “New Notes”) by its subsidiaries, Uniti Group LP, Uniti Fiber
Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC (the “Issuers”). The New Notes will be guaranteed on a senior
unsecured basis by the Company and on a senior secured basis by each of the Company’s subsidiaries (other than the Issuers) that
guarantees indebtedness under the Company’s senior secured credit facilities and the Company’s existing secured notes (except
initially those subsidiaries that require regulatory approval prior to guaranteeing the New Notes). The Issuers intend to use a portion
of the net proceeds from the offering of the New Notes to fund the partial redemption (the “Partial Redemption”) of $1,422
million aggregate principal amount of outstanding 7.875% senior secured notes due 2025 (the “2025 secured notes”), including
related premiums, fees and expenses in connection with the foregoing. In connection with the pricing of the New Notes, we intend to issue
a conditional notice of partial redemption for the 2025 secured notes, which shall be conditioned upon completion of one or more debt
financings in an aggregate principal amount of at least $1,750 million. This Current Report on Form 8-K does not constitute a notice of
redemption with respect to the 2025 secured notes. The Issuers intend to use the remaining net proceeds from the offering of the New Notes
to repay outstanding borrowings under the Company’s revolving credit facility.
The New 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 New 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
Certain statements in this Current Report
on Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended
from time to time. Those forward-looking statements include all statements that are not historical statements of fact, including those
regarding the proposed offering of the New Notes.
Words such as “anticipate(s),”
“expect(s),” “intend(s),” “estimate(s),” “foresee(s),” “plan(s),” “believe(s),”
“may,” “will,” “would,” “could,” “should,” “seek(s)” and similar
expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management's
current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual results differing materially
from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking statements are reasonable,
we can give no
assurance that our expectations will be attained.
Factors which could materially alter our expectations include, but are not limited to, the future prospects and financial health of Windstream
Holdings, Inc. and subsidiaries, our largest customer; the ability and willingness of our customers to meet and/or perform their obligations
under any contractual arrangements entered into with us, including master lease arrangements; the ability and willingness of our customers
to renew their leases with us upon their expiration, our ability to reach agreement on the price of such renewal or ability to obtain
a satisfactory renewal rent from an independent appraisal, and the ability to reposition our properties on the same or better terms in
the event of nonrenewal or in the event we replace an existing tenant; the availability of and our ability to identify suitable acquisition
opportunities and our ability to acquire and lease the respective properties on favorable terms; the risk that we fail to fully realize
the potential benefits of acquisitions or have difficulty integrating acquired companies; our ability to generate sufficient cash flows
to service our outstanding indebtedness and fund our capital funding commitments; our ability to access debt and equity capital markets;
the possibility that the Redemption is not consummated on the anticipated terms, if at all; the impact on our business or the business
of our customers as a result of credit rating downgrades and fluctuating interest rates; our ability to retain our key management personnel;
changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs; covenants in our debt agreements
that may limit our operational flexibility; our expectations regarding the effect of the COVID-19 pandemic, inflation and rising interest
rates on our results of operations and financial condition; other risks inherent in the communications industry and in the ownership of
communications distribution systems, including potential liability relating to environmental matters and illiquidity of real estate investments;
and additional factors described in our reports filed with the U.S. Securities and Exchange Commission.
Uniti expressly disclaims
any obligation to release publicly any updates or revisions to any of the forward-looking statements set forth in this Current Report
on Form 8-K to reflect any change in its expectations or any change in events, conditions or circumstances on which any statement is based.