Item 8.01 Other Events
Notes Offering and Concurrent Tender Offer and Consent Solicitation
On January 19, 2021, Uniti Group Inc. (the "Company," "we," "us," or "our")
issued two press releases to announce an offering of senior notes (the "New
Notes") by its subsidiaries, Uniti Group LP, Uniti Group Finance 2019 Inc. and
CSL Capital, LLC (the "Issuers") and the commencement of a concurrent cash
tender offer (the "Tender Offer") to purchase the Issuers' 8.250% Senior Notes
due 2023 (the "Tender Offer Notes"). The New Notes will be guaranteed on a
senior unsecured basis by the Company and by each of the Company's restricted
subsidiaries (other than the Issuers) that guarantees indebtedness under the
Company's senior secured credit facilities and the Company's existing notes. In
connection with the Tender Offer, the Company also announced it intends to
commence the solicitation of consents to amend the indenture governing the
Tender Offer 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 Secured 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. Copies of the press releases are attached hereto as
Exhibits 99.1 and 99.2 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Press Release issued January 19, 2021
99.2 Press Release issued January 19, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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