Uniti Group Inc.
2020795
Sep 25, 2025, 09:30 PM
0000950103-25-012239
Items (2)
Item 8.01 Other Events On September 25, 2025, Uniti Group Inc. (the “ Company”) issued a press release to announce the pricing of an offering of $1.4 billion aggregate principal amount of 7.50% senior secured notes due 2033 (the “ Notes”) by its subsidiary, Windstream Services, LLC (the “ Issuer”). The offering was increased by $500.0 million compared to the previously announced offering size of $900.0 million. The Notes will be guaranteed on a senior unsecured basis by the Company and Uniti Group LLC, a Delaware limited liability company, and on a senior secured basis by each of the Issuer’s restricted subsidiaries that guarantees indebtedness under the Company’s senior secured credit facilities and the Company’s existing notes (except initially those subsidiaries that require regulatory approval prior to guaranteeing the Notes). The offering of the Notes is expected to close on October 6, 2025. The Issuer is also pursuing $1.0 billion aggregate principal amount of incremental term loan borrowings (the “2025 Term Loan”) under the legacy Windstream credit agreement, and an extension of the maturity dates of its revolving credit facilities under the legacy Uniti credit agreement and legacy Windstream credit agreement to December 30, 2027, effective upon receipt of customary regulatory approvals. The 2025 Term Loans are expected to accrue interest at a rate of Term SOFR +4.00% per annum. The Issuer intends to use the net proceeds from the offering of the Notes and the borrowings under the 2025 Term Loan to fund the redemption in full of its 10.50% senior notes due 2028 (the “2028 secured notes”), and to pay any related premiums, fees and expenses, including accrued and unpaid interest in connection with the foregoing (the “ Redemption”). Any remaining proceeds will be used for general corporate purposes. The Issuer issued a notice of redemption in connection with the pricing of the offering of the Notes to redeem the 2028 secured notes on October 6, 2025 (the “ Redemption Date”) at a redemption price determined in accordance with the indenture governing the 2028 secured notes plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The redemption of the 2028 secured notes will be conditioned upon the receipt by the Issuer of at least $2.4 billion in gross proceeds from the offering of the Notes and the 2025 Term Loan. This Current Report on Form 8-K does not constitute a notice of redemption with respect to the 2028 secured notes. The 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 Notes were 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
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Description Number 99.1 Press Release issued September 25, 2025 ───────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: September 25, 2025 UNITI GROUP INC. ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── By: /s/ Daniel L. Heard Name: Daniel L. Heard Title: Senior Executive Vice President - General Counsel and Secretary