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):
July 29, 2024
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 7.01 Regulation FD Disclosure
On July 29, 2024, Windstream Parent, Inc. (“New Uniti”)
filed a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission
(“SEC”) relating to the previously announced merger (the “Merger”) between Uniti Group Inc. (“Uniti”)
and Windstream Holdings II, LLC (“Windstream”). The Registration Statement has not yet become effective and is subject to
SEC review. The Registration Statement contains a preliminary proxy statement/prospectus in connection with the proposed Merger and, though
subject to change, contains important information about the Merger, New Uniti, Uniti and Windstream. The Registration Statement is available
on the SEC’s EDGAR page for Windstream Parent, Inc.
The information contained within this Item 7.01 is furnished and shall
not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities under that Section, or incorporated by reference in any filing under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
No Offer or Solicitation
This communication and the information contained
in it are provided for information purposes only and are not intended to be and shall not constitute a solicitation of any vote or approval,
or an offer to sell or solicitation of an offer to buy, or an invitation or recommendation to subscribe for, acquire or buy securities
of Uniti, Windstream or New Uniti or any other financial products or securities, in any place or jurisdiction, nor shall there be any
offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent
registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Additional Information and Where to Find It
In connection with the Merger, New Uniti has filed
a registration statement on Form S-4 with the SEC that contains a proxy statement/prospectus and other documents, which has not yet become
effective. Once effective, Uniti will mail the proxy statement/prospectus contained in the Form S-4 to its stockholders. This communication
is not a substitute for any registration statement, proxy statement/prospectus or other documents that may be filed with the SEC in connection
with the Merger.
THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE MERGER CONTAINS IMPORTANT INFORMATION ABOUT UNITI, WINDSTREAM, NEW UNITI, THE MERGER AND RELATED
MATTERS. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS AND SUCH DOCUMENTS, BEFORE THEY MAKE ANY DECISION WITH RESPECT
TO THE MERGER. The proxy statement/prospectus, any amendments or supplements thereto and all other documents filed with the SEC in connection
with the Merger will be available free of charge on the SEC’s website (at www.sec.gov). Copies of documents filed with the SEC by
Uniti will be made available free of charge on Uniti's investor relations website (at https://investor.uniti.com/financial-information/sec-filings).
Participants in the Solicitation
Uniti, Windstream and their respective directors
and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Uniti’s
stockholders in connection with the Merger. Information about Uniti’s directors and executive officers is set forth in the sections
titled “Proposal No. 1 Election of Directors” and “Security Ownership of Certain Beneficial Owners and Management”
included in Uniti’s proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 11, 2024
(and which is available at https://www.sec.gov/Archives/edgar/data/1620280/000110465924046100/0001104659-24-046100-index.htm), the section
titled “Directors, Executive Officers and Corporate Governance” included in its Annual
Report on Form 10-K for the fiscal year ended
December 31, 2023, which was filed with the SEC on February 29, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1620280/000162828024008054/unit-20231231.htm),
and subsequent statements of beneficial ownership on file with the SEC and other filings made from time to time with the SEC. Additional
information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Uniti stockholders
in connection with the Merger, including a description of their direct or indirect interests, by security holdings or otherwise, is set
forth in the proxy statement/prospectus and other relevant materials filed by New Uniti with the SEC. These documents can be obtained
free of charge from the sources indicated above.
Forward-Looking Statements
This communication contains forward-looking statements,
including within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified
by terms such as “may,” “will,” “appears,” “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative
of these words or other similar terms or expressions that concern expectations, strategy, plans, or intentions. However, the absence of
these words or similar terms does not mean that a statement is not forward-looking. All forward-looking statements are based on information
and estimates available to Uniti and Windstream at the time of this communication and are not guarantees of future performance.
Examples of forward-looking statements in this
communication (made at the date of this communication unless otherwise indicated) include, among others, statements regarding our merger
with Windstream and the future performance of New Uniti (together with Windstream and Uniti, the “Merged Group”), the
perceived and potential synergies and other benefits of the Merger, and expectations around the financial impact of the Merger on the
Merged Group’s financials. In addition, this communication contains statements concerning the intentions, beliefs and expectations,
plans, strategies and objectives of the directors and management of Uniti and Windstream for Uniti and Windstream, respectively, and the
Merged Group, the anticipated timing for and outcome and effects of the Merger (including expected benefits to shareholders of Uniti),
expectations for the ongoing development and growth potential of the Merged Group and the future operation of Uniti, Windstream and the
Merged Group.
These statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance
or achievements expressed or implied by any forward-looking statement and may include statements regarding the expected timing and structure
of the Merger; the ability of the parties to complete the Merger considering the various closing conditions; the expected benefits of
the Merger, such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans,
expanded portfolio and financial strength; the competitive ability and position of New Uniti following completion of the Merger; and anticipated
growth strategies and anticipated trends in Uniti’s, Windstream’s and, following the expected completion of the Merger, New
Uniti’s business.
In addition, other factors related to the Merger
that contribute to the uncertain nature of the forward-looking statements and that could cause actual results and financial condition
to differ materially from those expressed or implied include, but are not limited to: the satisfaction of the conditions precedent to
the consummation of the Merger, including, without limitation, the receipt of shareholder and regulatory approvals on the terms desired
or anticipated; unanticipated difficulties or expenditures relating to the Merger, including, without limitation, difficulties that result
in the failure to realize expected synergies, efficiencies and cost savings from the Merger within the expected time period (if at all);
potential difficulties in Uniti’s and Windstream’s ability to retain employees as a result of the announcement and pendency
of the Merger; risks relating to the value of New Uniti’s securities to be issued in the Merger; disruptions of Uniti’s and
Windstream’s current plans, operations and relationships with customers caused by the announcement and pendency of the Merger; legal
proceedings that may be instituted against Uniti or Windstream following announcement of the Merger; funding requirements; regulatory
restrictions (including changes in regulatory restrictions or regulatory policy) and risks associated with general economic conditions.
Additional factors that could cause actual results,
level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed
or implied by the forward-looking statements are detailed in the filings with the SEC, including Uniti’s annual report on Form 10-K,
periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC.
There can be no assurance that the Merger will
be implemented or that plans of the respective directors and management of Uniti and Windstream for the Merged Group will proceed as currently
expected or will ultimately be successful. Investors are strongly cautioned not to place undue reliance on forward-looking statements,
including in respect of the financial or operating outlook for Uniti, Windstream or the Merged Group (including the realization of any
expected synergies).
Except as required by
applicable law, Uniti does not assume any obligation to, and expressly disclaims any duty to, provide any additional or updated information
or to update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in
this communication will, under any circumstances (including by reason of this communication remaining available and not being superseded
or replaced by any other presentation or publication with respect to Uniti, Windstream or the Merged Group, or the subject matter of this
communication), create an implication that there has been no change in the affairs of Uniti or Windstream since the date of this communication.
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: July 29, 2024 |
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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