Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
The information set forth below in Item 8.01 of this Current Report on Form 8-K
with respect to the Redemption of the 2023 secured notes (each as defined below)
is incorporated herein by reference.
Item 8.01 Other Events
On April 6, 2021, Uniti Group Inc. (the "Company," "we," "us," or "our") issued
a press release to announce an offering of senior secured notes (the "New
Notes") by its subsidiaries, Uniti Group LP, 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 the net
proceeds from the offering of the New Notes to fund the redemption (the
"Redemption") in full of the outstanding $550 million aggregate principal amount
of 6.00% senior secured notes due 2023 (the "2023 secured notes"), including
related premiums, fees and expenses in connection with the foregoing. The notice
of redemption issued today for the 2023 secured notes is conditioned upon
completion of one or more debt financings in an aggregate principal amount of at
least $570 million. This Current Report on Form 8-K does not constitute a notice
of redemption with respect to the 2023 secured notes.
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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Press Release issued April 6, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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