Uniti Group Inc. (NASDAQ:UNIT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement.
On May9, 2017, Uniti Group Inc. (f/k/a Communications Sales
Leasing,Inc.) (the Company) completed its previously announced
reorganization (the up-REIT Reorganization) to operate through a
customary up-REIT structure. Under this structure, a new
partnership (the Operating Partnership) now holds substantially
all of the Companys assets. This structure is intended to
facilitate future acquisition opportunities by providing the
Company with the ability to use common units of the Operating
Partnership (the OP Units) as a tax-efficient acquisition
currency for future acquisitions of assets or entities.
Initially, each OP Unit will be exchangeable on a one-for-one
basis for shares of the Companys common stock or, at the Companys
election, cash of equivalent value.
To implement the up-REIT Reorganization, the Company contributed
substantially all of its assets to the Operating Partnership. As
a result, the Operating Partnership was required to become an
obligor under the Companys outstanding senior secured notes and
senior notes (the notes) and the Companys senior secured credit
agreement, dated April24, 2015 (the Credit Agreement), by and
among the Company, CSL Capital, LLC, the guarantors party
thereto, the lenders party thereto, and Bank of America, N.A., as
administrative agent and collateral agent. Upon the Operating
Partnerships assumption of all of the obligations of the Company
under the indentures governing the notes and the Credit
Agreement, the Company was automatically released and discharged
from such obligations. Because the Operating Partnership is not a
corporation, a corporate co-issuer was also added for the notes,
as necessary, in compliance with the indentures.
To effect the up-REIT Reorganization and to provide that the
Company would guarantee the notes, the Company entered into
supplemental indentures to the indentures governing the notes
(the Supplemental Indentures) each dated May9, 2017, among the
Company, the Operating Partnership, the other co-issuers party
thereto, the guarantors party thereto and Wells Fargo Bank, N.A.
as trustee and collateral agent, as applicable. The Company is
providing the guarantee to the notes (although it is not
required) in order to permit the Company to satisfy reporting
covenants under the indentures using Company financial reports.
No consent of any of the holders of the notes was necessary to
implement the up-REIT Reorganization and execute the Supplemental
Indentures.
As required under the Credit Agreement, in connection with the
up-REIT Reorganization, the Operating Partnership and the Company
entered into the Borrower Assumption Agreement and Joinder on
May9, 2017 (the Assumption Agreement), among the Company, as
initial borrower, Uniti Group LP and Uniti Group Finance Inc., as
borrowers, the guarantors party thereto, the lenders party
thereto, and Bank of America, N.A., as administrative agent and
collateral agent. Purusant to the Assumption Agreement, the
Operating Partnership assumed the obligations of the Company
under the Credit Agreement and the Company guaranteed the
obligations of the Operating Partnership under the Credit
Agreement.
The foregoing descriptions of the Supplemental Indentures and the
Assumption Agreement are qualified in their entirety by reference
to the Supplemental Indentures and the Assumption Agreement,
copies of which are filed as Exhibits 4.1 through 4.8 and 10.1
hereto, respectively, and are incorporated herein by reference.
The parties to the Assumption Agreement described above and
certain of their respective affiliates have performed investment
banking, commercial lending and advisory services for the Company
from time to time for which they have received customary fees and
expenses. These parties may, from
time to time, engage in transactions with and perform services
for the Company and its affiliates in the ordinary course of
their business.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
In connection with the implementation of the up-REIT
Reorganization, on May9, 2017, the Company filed with the State
Department of Assessments and Taxation of the State of Maryland
Articles of Amendment (the Articles of Amendment) to the
Articles Supplementary (the Articles Supplementary) for the
Companys 3.00% SeriesA Convertible Preferred Stock (the
Convertible Preferred Stock) to provide that a change of
control (as defined in the Articles Supplementary) would not
occur as a result of the transfer of substantially all of the
Companys assets to the Operating Partnership in the up-REIT
Reorganization. As required under the Articles Supplementary,
the Company obtained consent to file the Articles of Amendment
from the holder of the Convertible Preferred Stock.
The foregoing description of the Articles of Amendment is
qualified in its entirety by reference to the Articles of
Amendment, a copy of which is filed as Exhibit3.1 hereto and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
|
Exhibit No. |
|
Description |
|
3.1 |
Articles of Amendment to Articles Supplementary for 3.00% |
|
|
4.1 |
Fifth Supplemental Indenture, dated as of May9, 2017, to |
|
|
4.2 |
Sixth Supplemental Indenture, dated as of May9, 2017, to |
|
|
4.3 |
Sixth Supplemental Indenture, dated as of May9, 2017, to |
|
|
4.4 |
Seventh Supplemental Indenture, dated as of May9, 2017, |
|
|
4.5 |
Third Supplemental Indenture, dated as of May9, 2017, to |
|
4.6 |
Fourth Supplemental Indenture, dated as of May9, 2017, to |
|
|
4.7 |
First Supplemental Indenture, dated as of May9, 2017, to |
|
|
4.8 |
Second Supplemental Indenture, dated as of May9, 2017, to |
|
|
10.1 |
Borrower Assumption Agreement and Joinder, dated as of |
About Uniti Group Inc. (NASDAQ:UNIT)
Uniti Group Inc., formerly Communications Sales & Leasing, Inc., is an internally managed real estate investment trust engaged in the acquisition and construction of infrastructure in the communications industry. The Company focuses on acquiring and constructing fiber optic broadband networks, wireless communications towers, copper and coaxial broadband networks and data centers. It operates in four segments: Leasing, Fiber Infrastructure, Towers and Consumer Competitive Local Exchange Carrier (Consumer CLEC). The Leasing segment includes Uniti Leasing. The Fiber Infrastructure segment includes Uniti Fiber business. The Towers segment includes Uniti Towers and its ground lease investments. The Consumer CLEC segment includes Talk America. As of December 31, 2016, the Company and its subsidiaries owned approximately 88,100 fiber network route miles, representing approximately 4.2 million fiber strand miles and approximately 231,900 route miles of copper cable lines across 32 states. Uniti Group Inc. (NASDAQ:UNIT) Recent Trading Information
Uniti Group Inc. (NASDAQ:UNIT) closed its last trading session down -0.83 at 24.81 with 1,826,127 shares trading hands.