Uniti Group Inc. Announces Private Offering of Senior Notes (Form 8-K)

Uniti Group Inc. Announces Private Offering of Senior Notes

LITTLE ROCK, Ark. - Uniti Group Inc. (the "Company," "Uniti," "we," or "our") (Nasdaq: UNIT) today announced that its subsidiaries, Uniti Services LLC (formerly Windstream Services, LLC) ("Uniti Services"), Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC (together, the "Issuers"), have commenced an offering of $500 million aggregate principal amount of 8.625% senior notes due 2032 (the "Notes"), subject to market and other conditions. The Notes will be guaranteed on a senior unsecured basis by the Company, Uniti Group LLC, Uniti Services' immediate parent, and each of Uniti Services' restricted subsidiaries (other than the Issuers) that guarantees indebtedness under our senior secured credit facilities and existing notes (except initially those subsidiaries that require regulatory approval prior to guaranteeing the Notes (such entities, the "regulated subsidiaries")).

Within 60 days of the issuance of the Notes, Uniti Services will (or cause its applicable subsidiaries to) file to obtain regulatory approval to enable the regulated subsidiaries to guarantee the Notes, and it will use commercially reasonable efforts to obtain such approval. Upon the guarantee of the Notes by each of the regulated subsidiaries that guarantee the Issuers' existing 8.625% senior notes due 2032, the Notes are expected to be mandatorily exchanged for 8.625% senior notes due 2032 issued as "additional notes" under the indenture dated as of June 24, 2025 among the Issuers, the guarantors party thereto and the trustee party thereto (the "2025 Indenture"). Any such additional notes are expected to be part of the same series as the existing 8.625% senior notes due 2032 issued under the 2025 Indenture, and are expected to have the same CUSIP number as, and be fungible with, the existing 8.625% senior notes due 2032 issued under the 2025 Indenture.

The Issuers intend to use the net proceeds from the offering of the Notes, together with cash on hand, to repay borrowings under Uniti Services' senior secured first lien term loan facility due 2031 and to pay related fees and expenses.

The Notes and the additional notes, if any, will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to persons other than U.S. persons in offshore transactions in compliance with Regulation S under the Securities Act.