Uniti Group Inc. (NASDAQ:UNIT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On April 7, 2017, Uniti Group Inc., a Maryland corporation
(Uniti), and Uniti Fiber Holdings Inc., a
Delaware corporation and a wholly owned subsidiary of Uniti (the
Buyer), entered into a Membership Interests
Purchase Agreement (the Purchase Agreement) with
SLF Holdings, LLC, an Alabama limited liability company (the
Seller).

The Transaction

The Purchase Agreement provides that, upon the terms and subject
to the conditions described therein, Uniti will indirectly
acquire from the Seller all of the outstanding membership
interests (the Membership Interests) of Southern
Light, LLC, an Alabama limited liability company
(Southern Light). At the closing and subject to
the terms and conditions of the Purchase Agreement, (i) the
Seller will contribute a portion of the Membership Interests to a
limited partnership to be formed by Uniti (the Operating
Partnership) in exchange for the issuance by the
Operating Partnership of approximately 2.5 million common units
(the OP Units) of the Operating Partnership, and
(ii) the Buyer will purchase from the Seller all of the remaining
Membership Interests in exchange for approximately $635,000,000
in cash (the Cash Consideration). The Cash
Consideration is subject to adjustment based on Southern Lights
actual working capital at closing compared to an agreed target
and net indebtedness and unpaid transaction expenses of Southern
Light.

The parties obligations to consummate the acquisition are
conditioned upon (i) the receipt of certain antitrust and
telecommunications regulatory approvals and (ii) certain other
customary closing conditions.

The Purchase Agreement includes certain customary
representations, warranties and covenants of each of Uniti, the
Buyer and the Seller. Among other things, from the date of the
Purchase Agreement until closing of the acquisition, the Seller
is obligated to, and to cause Southern Light to, conduct its
business in the ordinary course consistent with past practice.
Each of Uniti, the Buyer and the Seller is also required to, and,
in the case of the Seller, to cause Southern Light to, use its
respective commercially reasonable efforts to take, or cause to
be taken, all actions and to do, or cause to be done, all things
necessary or desirable, under applicable law to consummate the
acquisition.

The Purchase Agreement may be terminated by mutual written
consent of the Buyer and the Seller, and under certain other
conditions, including in the event the acquisition is not
completed by August 7, 2017 (subject to a two month option to
extend in certain circumstances).

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, which is
filed as Exhibit 2.1 hereto and incorporated herein by reference.

Debt Commitment Letter

In connection with the execution of the Purchase Agreement, Uniti
has entered into a commitment letter (the Commitment
Letter), dated April 7, 2017, with Citigroup Global
Markets Inc., JPMorgan Chase Bank, N.A., and RBC Capital Markets,
LLC (collectively, the Commitment Parties), to
which the Commitment Parties have committed to provide a senior
unsecured bridge facility in an aggregate principal amount of
$635,000,000 for the purposes of funding (i)a portion of the Cash
Consideration, (ii)the fees and expenses incurred in connection
with the acquisition and (iii) to refinance the outstanding third
party debt for borrowed money of Southern Light. The financing
commitments of the Commitment Parties are subject to various
conditions set forth in the Commitment Letter and will be reduced
to the extent Uniti issues equity or debt securities for cash
prior to the closing of the acquisition.

The information from Item 1.01 related to the issuance of the OP
Units is incorporated by reference hereunder. There were no
underwriters in the acquisition or the issuance.

The issuance by the Operating Partnership of the OP Units to the
Purchase Agreement will be made upon the consummation of the
acquisition in reliance upon the exception from registration
requirements in Section 4(a)(2) of the Securities Act.

Uniti held a conference call on April 10, 2017 to discuss the
acquisition, including the information reflected in the slide
presentation which is furnished as Exhibit 99.1 hereto,
and incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form
8-K and Exhibit 99.1 attached hereto shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that
section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information contained in this Item 7.01 and
in the presentation attached as Exhibit 99.1 to this Current
Report shall not be incorporated by reference into any filing
with the SEC made by Uniti, whether made before or after the date
hereof, regardless of any general incorporation language in such
filing.

(d) Exhibits.

* Schedules to the agreement have been omitted to Section
601(b)(2) of Regulation S-K. Uniti agrees to furnish
supplementally a copy of any omitted schedule upon the request of
the SEC.

Forward Looking Statements

Certain statements in this report may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended from time to
time. Those forward-looking statements include all statements
that are not historical statements of fact and those regarding
our intent, belief or expectations including without limitation,
statements regarding Unitis expectations with respect to the
proposed transaction with the Seller.

Words such as anticipate(s), expect(s), intend(s),
estimate(s), foresee(s), plan(s), believe(s), may, will, would,
could, should, seek(s) and similar expressions, or the negative
of these terms, are intended to identify such forward-looking
statements. These statements are based on management’s current
expectations and beliefs and are subject to a number of risks and
uncertainties that could lead to actual results differing
materially from those projected, forecasted or expected. Although
we believe that the assumptions underlying the forward-looking
statements are reasonable, we can give no assurance that our
expectations will be attained. Factors which could materially
alter our expectations with regard to the proposed transaction
with the Seller, include, among other things, the possibility
that the terms of the transaction as described in this Current
Report on Form 8-K are modified; the risk that the transaction
agreements may be terminated prior to expiration; risks related
to satisfying the conditions to the transactions, including
timing (including possible delays) and receipt of regulatory
approvals from various governmental entities (including any
conditions, limitations or restrictions placed on these
approvals) and the risk that one or more governmental entities
may deny approval.

Uniti expressly disclaims any obligation to release publicly
any updates or revisions to any of the forward looking statements
set forth in this release to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any statement is based.

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 up +0.32 at 25.75 with 917,617 shares trading hands.