Uniti Group Inc. 8-K

What Happened

• Uniti Group Inc. (Uniti) announced an offering of $500 million aggregate principal amount of senior notes due 2032 by four subsidiaries: Uniti Services LLC (formerly Windstream Services, LLC), Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC (the “Issuers”).
• The Notes will be guaranteed on a senior unsecured basis by Uniti, Uniti Group LLC, Uniti Services’ immediate parent, and most of Uniti Services’ restricted subsidiaries (initially excluding certain “regulated subsidiaries” that require regulatory approval). Uniti Services will seek that regulatory approval within 60 days so those regulated subsidiaries can provide guarantees.
• If and when the regulated subsidiaries that already guarantee the Issuers’ existing 8.625% senior notes due 2032 also guarantee these new Notes, the new Notes are expected to be mandatorily exchanged for additional 8.625% senior notes due 2032 issued under the indenture dated June 24, 2025 (the 2025 Indenture), fungible with the existing 8.625% notes (same CUSIP).
• Uniti intends to use the net proceeds, together with cash on hand, to repay borrowings under Uniti Services’ senior secured first‑lien term loan facility due 2031 and to pay related fees and expenses. The offering will be made only to qualified institutional buyers under Rule 144A and to non‑U.S. persons offshore under Regulation S; the notes will not be registered under the Securities Act.

Key Details

• Offering size: $500 million aggregate principal amount of senior notes due 2032.
• Issuers: Uniti Services LLC; Uniti Fiber Holdings Inc.; Uniti Group Finance 2019 Inc.; CSL Capital, LLC.
• Potential exchange: New Notes expected to be mandatorily exchanged for additional 8.625% senior notes due 2032 under the 2025 Indenture and be fungible with existing 8.625% notes (same CUSIP) once regulated subsidiaries guarantee them.
• Use of proceeds: repay Uniti Services’ senior secured first‑lien term loan due 2031 and pay related fees/expenses. Offering restricted to Rule 144A QIBs and Reg S offshore investors.

Why It Matters

• This transaction would refinance short‑term secured debt (2031 term loan) and extend debt maturity to 2032, which can affect Uniti’s near‑term liquidity and capital structure.
• The guarantees broaden creditor remedies to more subsidiaries (once regulatory approvals are obtained), and the planned mandatory exchange would make the new notes part of the same series as Uniti’s existing 8.625% 2032 notes—important for holders assessing priority and fungibility.
• The offering is limited to institutional and offshore investors and is not registered for public resale, so retail investors cannot directly participate.
• The filing includes forward‑looking statements and notes regulatory approvals, timing, and other risks that could affect the transaction.