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): September 15, 2020 (September 9, 2020)

Uniti Group Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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

Stock Purchase Agreements

On September 9, 2020, Uniti Group Inc. (“Uniti” or the “Company”) entered into stock purchase agreements (each, a “Stock Purchase Agreement”) with certain first lien creditors of Windstream Holdings, Inc. (together with its direct and indirect subsidiaries, “Windstream”) to replace and codify the terms set forth in the previously-filed binding letters of intent dated as of March 2, 2020.

Pursuant to the Stock Purchase Agreements, Uniti will sell an aggregate of 38,633,470 shares of Uniti common stock, par value $0.0001 per share (the “Settlement Common Stock”), at $6.33 per share, which represents the closing price of Uniti common stock on the date when an agreement in principle of the basic outline of the settlement between Uniti and Windstream was first reached. Pursuant to the terms of the binding letters of intent and now the Stock Purchase Agreements, Uniti will issue the Settlement Common Stock on the earlier of Windstream’s emergence from bankruptcy and February 21, 2021. Uniti will transfer the proceeds from the sale of the Settlement Common Stock to Windstream as consideration relating to settlement. The issuance and sale of the Settlement Common Stock will be made in reliance upon the exemption from registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. Certain recipients of the Settlement Common Stock will be subject to a one-year lock up, and all recipients will be subject to a customary standstill agreement. No recipient will receive any governance rights in connection with the issuance. The binding letters of intent and the Stock Purchase Agreements also provide for customary registration rights.

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.