Uniti Group Inc. 8-K

What Happened
Uniti Group Inc. (Uniti) announced the pricing of a $1.0 billion aggregate principal amount offering of senior notes due 2032 by its subsidiaries (the “Issuers”). The offering size was increased from $500 million to $1.0 billion and the Notes will be issued at an issue price of 100.25%. The offering is expected to close on February 4, 2026. Uniti said net proceeds will be used to repay borrowings under Uniti Services’ senior secured first‑lien term loan facility due 2031 and for general corporate purposes.

Key Details

• Offering size: $1.0 billion (increased $500M from previously announced $500M).
• Issue price: 100.25%; expected close date: February 4, 2026.
• Guarantees: Notes will be guaranteed on a senior unsecured basis by Uniti, Uniti Group LLC, Uniti Services’ parent, and certain restricted subsidiaries; some regulated subsidiaries will seek regulatory approval to provide guarantees within 60 days.
• Exchange plan: Once the regulated subsidiaries provide guarantees (if and when approved), the Notes are expected to be mandatorily exchanged for additional 8.625% senior notes due 2032 under the June 24, 2025 indenture and become fungible with the existing 8.625% 2032 notes (same CUSIP).
• Offering restrictions: Notes are not registered under the Securities Act and were offered only to qualified institutional buyers under Rule 144A and to non‑U.S. persons in offshore transactions under Regulation S.

Why It Matters
This transaction will refinance part of Uniti Services’ secured first‑lien term loan due 2031 with newly issued senior notes due 2032, changing the company’s debt mix and maturity profile. For investors, key impacts to watch are changes in leverage, interest expense (the additional notes are expected to align with the existing 8.625% 2032 notes), and creditor priority since the financing involves senior unsecured guarantees rather than secured first‑lien debt. The notes are sold only to institutional buyers and are unregistered, so they won’t be tradable in public U.S. retail markets unless registered or sold under an exemption. The filing also reiterates customary forward‑looking risk factors related to the Merger, financing, regulatory approvals and business risks.