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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): December 1, 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.

 

On December 1, 2023, Uniti Group Inc. (the “Company”) filed a prospectus supplement to its registration statement on Form S-3 with the Securities and Exchange Commission solely to satisfy its obligations under the indenture governing its 7.50% Convertible Senior Notes due 2027. The Company is not selling any securities from the shelf registration statement.

 

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

 

Exhibit

Number

 

Description

5.1   Opinion of Kutak Rock LLP
23.1   Consent of Kutak Rock LLP (included in Exhibit 5.1)
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.

 

     
  UNITI GROUP INC.
   
   
  By: /s/ Daniel L. Heard
  Name: Daniel L. Heard
  Title: Executive Vice President – General Counsel and Secretary

 

December 1, 2023