Current Report Filing (8-k)
May 05 2023 - 5:04PM
Edgar (US Regulatory)
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2023-05-05
2023-05-05
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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):
May 5, 2023
Uniti Group Inc.
(Exact name of registrant as specified
in its charter)
Maryland |
|
001-36708 |
|
46-5230630 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
2101 Riverfront Drive, Suite A,
Little Rock, Arkansas |
|
72202 |
(Address of principal executive offices) |
|
(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.
Uniti
Group Inc. (the “Company”) filed a universal shelf registration statement on Form S-3 and prospectus supplement with the
Securities and Exchange Commission today to satisfy its obligations under the indenture governing its 4.00% Exchangeable Senior Notes
dated June 28, 2019. The Company’s previous universal shelf registration statement expired in March 2023. The Company is not selling
any securities from the shelf registration statement and there are no offerings or issuances planned at this time.
Included in this Current Report on Form 8-K
are the legal opinion and consent of the Company’s counsel, Kutak Rock LLP, regarding the legality of the Company’s common
stock covered by the prospectus supplement, which opinion is attached hereto as Exhibit 5.1 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.
| By: | /s/ Daniel L. Heard |
| Name: | Daniel L. Heard |
| Title: | Executive Vice President – General Counsel and Secretary |
May 5, 2023
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