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.
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