Uniti Group Inc. (NASDAQ:UNIT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
The disclosures set forth in Item 2.01 hereof are hereby incorporated by reference into this Item 1.01.
On July3, 2017, Uniti Group Inc., a Maryland corporation (“Uniti”), as general partner, and Uniti Group LP LLC, a Delaware limited liability company as limited partner, entered into an Amended and Restated Agreement of Limited Partnership (the “Operating Partnership LPA”) of Uniti Group LP (the “Operating Partnership”). to the Operating Partnership LPA, limited partners generally will not have any right to participate in or exercise control or management over the business and affairs of the Operating Partnership and will have no power to remove the general partner. The Operating Partnership LPA designates two classes of units of limited partnership interest in the Operating Partnership: the Partnership Common Units (the “OP Units”) and the Partnership Convertible Preferred Units. Initially, each OP Unit will be exchangeable on a one-for-one basis for shares of Uniti’s common stock, par value $0.0001 per share (the “Common Stock”), or, at Uniti’s election, for cash of equivalent value.
The foregoing description of the Operating Partnership LPA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Operating Partnership LPA, filed as Exhibit1.1 hereto and incorporated herein by reference. For more information, please see our Current Report on Form8-K filed on May9, 2017, and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July3, 2017 (the “Closing Date”), Uniti consummated the transaction contemplated by that certain Membership Interests Purchase Agreement, dated as of April7, 2017, as amended (the “Purchase Agreement”), by and between Uniti, Uniti Fiber Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Uniti (the “SL Buyer”), and SLF Holdings, LLC, an Alabama limited liability company (“SLF”).
to the Purchase Agreement, on the Closing Date, Uniti indirectly acquired from SLF all of the outstanding membership interests (the “SL Membership Interests”) of Southern Light, LLC, an Alabama limited liability company (“Southern Light”). Subject to the terms and conditions of the Purchase Agreement, (i)SLF contributed a portion of the SL Membership Interests to the Operating Partnership in exchange for the issuance by the Operating Partnership of approximately 2.5 million OP Units, and (ii)the SL Buyer purchased from SLF all of the remaining SL Membership Interests in exchange for approximately $635,000,000 in cash, including the payoff of existing indebtedness and unpaid transaction expenses of Southern Light. The OP Units are exchangeable on a one-for-one basis for shares of Common Stock or cash or equivalent value, at our election, on the terms and subject to the conditions set forth in the Operating Partnership LPA. For more information, please see our Current Report on Form8-K filed on May9, 2017.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement filed as Exhibit2.1 to our report on Form8-K filed on April11, 2017, and incorporated herein by reference.
Item 8.01 Other Events.
The disclosures set forth in Item 2.01 hereof are hereby incorporated by reference into this Item 8.01.
On the Closing Date, Uniti consummated its previously announced acquisition of Hunt Telecommunications, LLC (“Hunt”). Upon closing of the transaction, all outstanding equity interests of Hunt were converted into the right to receive initial consideration of $170,000,000 in cash and approximately 1.6 million OP Units. An additional $15,000,000 in shares of Common Stock will become payable during the approximately 18 months following closing if and when certain performance targets are achieved.
On the Closing Date, Uniti filed a prospectus supplement (the “Prospectus Supplement”) covering the offer and sale from time to time of up to 2,528,199 shares of Common Stock that may be acquired by the selling stockholder identified therein (the “Selling Stockholder”) upon the conversion of the OP Units held by such Selling Stockholder. The Selling Stockholder acquired such OP Units in connection with the consummation of the acquisition of Southern Light as described above. Attached to this Current Report on Form8-K is the legal opinion and consent of Uniti’s counsel, Kutak Rock LLP, regarding the legality of the Common Stock covered by the Prospectus Supplement, which opinion is attached hereto as Exhibit5.1 and is incorporated herein by reference.
