[8-K] Uniti Group Inc. Reports Material Event

Rhea-AI Filing Summary

Uniti Group Inc. (NASDAQ: UNIT) disclosed that on 24 June 2025 its subsidiaries (Uniti Group LP, Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc. and CSL Capital, LLC) completed a $600 million private placement of 8.625% Senior Notes due 2032 (the “Notes”).

Use of proceeds: Net proceeds funded the partial redemption of $500 million in outstanding 10.50% senior notes due 2028, including related premiums, fees and expenses; any balance will be used for general corporate purposes.

Key terms:

• Issued at 100% of par under an Indenture dated 24 June 2025 with Deutsche Bank Trust Company Americas as trustee.
• Matures 15 June 2032; interest payable semi-annually on 15 June and 15 December, starting 15 December 2025.
• Optional redemption: • Prior to 15 June 2028 at par plus make-whole premium • Thereafter at scheduled declining premiums. Up to 40% can be redeemed with equity proceeds at 108.625% before 15 June 2028, provided ≥60% of original issue remains outstanding.
• Change-of-control put at 101% of principal plus accrued interest.
• Guarantees: Fully and unconditionally guaranteed on a senior unsecured basis by Uniti Group Inc. and existing/future domestic restricted subsidiaries that guarantee the company’s senior secured credit facility and other senior notes (subject to regulatory approvals for certain regulated subsidiaries).
• Ranking: Senior unsecured; effectively subordinated to secured debt and structurally subordinated to liabilities of non-guarantor subsidiaries.

Covenants & Events of Default: Customary high-yield restrictions on additional debt, liens, dividends, investments, asset sales, affiliate transactions and mergers, with standard exceptions and baskets.

The filing constitutes both an Item 1.01 Material Definitive Agreement and an Item 2.03 Direct Financial Obligation.

Positive

• Lower coupon refinancing: Replaces 10.50% notes with 8.625% paper, reducing annual interest rate on $500 m of debt.
• Maturity extension: Shifts a portion of 2028 debt to 2032, easing near-term refinancing pressure.
• Comprehensive guarantees: Notes are fully guaranteed by parent and most domestic subsidiaries, supporting investor recovery prospects.

Negative

• High absolute coupon: 8.625% remains costly, indicating continued high-yield credit status.
• Unsecured subordination: Notes are structurally and effectively subordinated to existing and future secured debt, increasing recovery risk.
• Leverage unchanged: Transaction is largely leverage-neutral; total debt outstanding remains significant.

Insights

Financial Analyst

TL;DR: $600 m 8.625% notes refinance higher-cost 10.50% 2028 debt, extend maturity to 2032; leverage unchanged but interest burden modestly reduced.

The transaction replaces a portion of 10.50% notes with 8.625% paper, trimming coupon expense by 187.5 bps and pushing maturities out four additional years. Although the coupon remains elevated versus investment-grade markets, it reflects prevailing high-yield rates for Uniti’s credit profile. Importantly, the redemption is only partial, so some 2028 notes remain outstanding; net debt is largely flat as residual proceeds are earmarked for general purposes. The notes are unsecured and sit behind the secured revolver and secured notes, preserving collateral for senior lenders while leaving unsecured investors exposed to structural subordination. Covenant package mirrors typical high-yield constraints, limiting incremental leverage but providing flexibility through numerous baskets. Overall, the deal modestly improves the company’s debt maturity ladder and reduces interest cost without materially changing leverage, a slight credit positive for current shareholders and debtholders.

Credit Risk Specialist

TL;DR: New unsecured notes add refinancing flexibility but remain subordinated to secured debt; covenant protection is standard, keeping credit risk largely stable.

By issuing 8.625% unsecured notes, Uniti preserves its secured capacity and avoids diluting collateral coverage. Guarantees extend across most domestic restricted subsidiaries, enhancing recovery prospects compared with structurally subordinated debt. However, the notes rank behind all secured borrowings and ahead of any future subordinated instruments, leaving investors sensitive to increases in secured leverage. The make-whole and equity claw provisions offer the issuer optionality, while the 101% change-of-control put provides baseline investor protection. Because proceeds largely refinance existing obligations, gross leverage and liquidity ratios are expected to remain broadly unchanged, rendering the overall impact neutral-to-modestly positive for credit quality.

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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): June 24, 2025

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 1.01 Entry into a Material Definitive Agreement.

On June 24, 2025, Uniti Group LP, Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc. and CSL Capital, LLC (together, the “Issuers”), each a subsidiary of Uniti Group Inc. (the “Company” and, together with the Issuers, “us” or “we”), completed a private offering of $600,000,000 aggregate principal amount of the Issuers’ 8.625% Senior Notes due 2032 (the “Notes”). The Issuers used the net proceeds from the offering of the Notes to fund the partial redemption of $500,000,000 aggregate principal amount of their outstanding 10.50% senior notes due 2028, including related premiums, fees and expenses in connection with the foregoing, and will use the remaining net proceeds for general corporate purposes.

The Notes were issued at an issue price of 100.000% of their principal amount pursuant to an Indenture, dated as of June 24, 2025 (the “Indenture”), among the Issuers, the guarantors named therein (collectively, the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”). The Notes mature on June 15, 2032 and bear interest at a rate of 8.625% per year. Interest on the Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2025.

The Issuers may redeem the Notes, in whole or in part, at any time prior to June 15, 2028 at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest on the Notes, if any, to, but not including, the redemption date, plus an applicable “make whole” premium described in the Indenture. Thereafter, the Issuers may redeem the Notes in whole or in part, at the redemption prices set forth in the Indenture. In addition, at any time on or prior to June 15, 2028, up to 40% of the aggregate principal amount of the Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price of 108.625% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date; provided that at least 60% of aggregate principal amount of the originally issued Notes remains outstanding. If certain changes of control of Uniti Group LP occur, holders of the Notes will have the right to require the Issuers to offer to repurchase their Notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date.

The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Company and by each of Uniti Group LP’s existing and future domestic restricted subsidiaries (other than the Issuers) that guarantees indebtedness under the Company’s senior secured credit facility and existing senior notes (except initially certain regulated subsidiaries for which the Company will seek regulatory approval to enable them to guarantee the Notes). The guarantees are subject to release under specified circumstances, including certain circumstances in which such guarantees may be automatically released without the consent of the holders of the Notes.

The Notes and the related guarantees are the Issuers’ and the Guarantors’ senior unsecured obligations and rank equal in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior unsecured indebtedness and senior in right of payment to any of the Issuers’ and the Guarantors’ subordinated indebtedness. The Notes and the related guarantees are effectively subordinated to all of the Issuers’ and the Guarantors’ secured indebtedness (including the senior secured credit facility and outstanding senior secured notes) to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all existing and future liabilities (including trade payables) of the Issuers’ subsidiaries that do not guarantee the Notes.

The Indenture contains customary high yield covenants limiting the ability of Uniti Group LP and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; transfer material intellectual property to unrestricted subsidiaries; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The Indenture also contains customary events of default.

The foregoing description is qualified in its entirety by reference to the Indenture and the form of Note included therein, which are filed herewith as Exhibits 4.1 and 4.2, respectively, and 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 in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit    No.		Description of Exhibit
4.1		Indenture, dated June 24, 2024, by and among Uniti Group LP, Uniti Group Finance 2019 Inc., Uniti Fiber Holdings Inc. and CSL Capital, LLC, as Issuers, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing the 8.625% Senior Notes due 2032.
4.2		Form of 8.625% Senior Notes due 2032 (included in Exhibit 4.1).
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 Current Report on Form 8-K 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

Dated: June 24, 2025

FAQ

What was the size of Uniti Group's new debt issuance?

The Issuers completed a private offering of $600 million aggregate principal amount of 8.625% Senior Notes due 2032.

How will Uniti Group use the proceeds from the 8.625% Senior Notes?

Proceeds funded the partial redemption of $500 million 10.50% senior notes due 2028; any remaining funds are for general corporate purposes.

When do the new 8.625% notes mature and when is interest paid?

The notes mature on 15 June 2032, with interest payable semi-annually on 15 June and 15 December, starting 15 December 2025.

Are the new notes guaranteed by Uniti Group Inc.?

Yes. They are fully and unconditionally guaranteed on a senior unsecured basis by Uniti Group Inc. and most domestic restricted subsidiaries.

What redemption options exist before the first call date?

Prior to 15 June 2028 the Issuers can redeem at par plus a make-whole premium, or redeem up to 40% with equity proceeds at 108.625%.

What happens if a change of control occurs?

Holders can require the Issuers to repurchase their notes at 101% of principal plus accrued interest.