07/17/2026 | Press release | Distributed by Public on 07/17/2026 05:25
Item 1.01 Entry into a Material Definitive Agreement
On July 15, 2026, Kinetic ABS Issuer LLC (the "Issuer"), an indirect, bankruptcy-remote subsidiary of Uniti Group Inc. (the "Company"), completed a private offering of $1,140,710,000 aggregate principal amount of secured fiber network revenue term notes, consisting of $805,210,000 5.834% Series 2026-2, Class A-2 term notes, $134,200,000 6.224% Series 2026-2, Class B term notes and $201,300,000 7.536% Series 2026-2, Class C term notes (collectively, the "Series 2026-2 Term Notes"), each with an anticipated repayment date (the "Term ARD") in June of 2033.
The Term Notes were issued at an issue price of 100% of their respective principal amounts pursuant to an amended and restated indenture, dated as of July 15, 2026 (the "Base Indenture"), as supplemented by a Series 2026-2 Supplement thereto, dated as of July 15, 2026 (the "Series 2026-2 Supplement"), in each case by and among the Issuer, Kinetic ABS AR LLC ("Kinetic AR"), Kinetic ABS GA LLC ("Kinetic GA"), Kinetic ABS KY LLC ("Kinetic KY"), Kinetic ABS OH LLC ("Kinetic OH"), Kinetic ABS AL LLC ("Kinetic AL"), Kinetic ABS FL LLC ("Kinetic FL"), Kinetic ABS NC LLC ("Kinetic NC"), Kinetic ABS IA LLC ("Kinetic IA"),and Kinetic ABS TX LLC (together with Kinetic AR, Kinetic GA, Kinetic KY, Kinetic OH, Kinetic AL, Kinetic FL, Kinetic NC and Kinetic IA, the "Asset Entities" and, together with the Issuer, the "Obligors"), Kinetic ABS OK ("Kinetic OK" or the "Series 2026-2 Prefunding Period Entity" or "Kinetic OK") and Wilmington Trust, National Association, as indenture trustee (the "Indenture Trustee"). Copies of the Base Indenture and the Series 2026-2 Supplement are attached hereto as Exhibits 4.1 and 4.2, respectively. The Series 2026-1 Notes (as defined below) remain outstanding after giving effect to the issuance of the Series 2026-2 Term Notes.
The issuance of the Series 2026-2 Term Notes represents the Company's second issuance of fiber network revenue notes for the Company's fiber-to-the-home securitization program, following the Company's inaugural issuance on January 30, 2026 of $960,100,000 aggregate principal amount of Series 2026-1 secured fiber network revenue term notes, together with the related variable funding notes and liquidity funding notes (collectively, the "Series 2026-1 Notes"). The securitization program involves certain fiber network assets and certain residential customer contracts in the States of Texas, Arkansas, Kentucky, Ohio, Georgia, North Carolina, Iowa, Alabama and Florida that were sold to the Obligors at closing. The securitization program is expected to involve certain fiber network assets and certain residential customer contracts in the State of Oklahoma that will be sold to the Series 2026-2 Prefunding Period Entity subject to receipt of certain regulatory approvals (the "Pending Assets"). As of the closing of the transactions on July 15, 2026, the Issuer has $2,100,810,000 aggregate principal amount of revenue term notes outstanding, $0 principal amount of variable funding notes outstanding and $0 principal amount of liquidity funding notes outstanding.
The Issuer established a prefunding account pursuant to the Base Indenture and the Series 2026-2 Supplement (the "Series 2026-2 Prefunding Account") and deposited therein the proceeds of the Series 2026-2 Term Notes attributable to the Pending Assets in an amount equal to approximately $91,081,390. Such amount on deposit in the Series 2026-2 Prefunding Account will be released to fund the cash portion of the purchase price of the Pending Assets upon receipt of the applicable regulatory approvals. If the regulatory approvals are not obtained and the Pending Assets are not sold to the Series 2026-2 Prefunding Period Entity by July 30, 2027 (or upon the earlier occurrence of certain other specified events), the amount on deposit in the Series 2026-2 Prefunding Account will be applied to prepay the Series 2026-2 Term Notes.
In connection with the closing of the offering of the Notes, the Issuer (i) increased the maximum commitment under its existing liquidity funding note facility to reflect the increase in the transaction's liquidity reserve requirements that resulted from the issuance of the Series 2026-2 Term Notes and (ii) extended the maturity of the existing liquidity note facility to align with the final maturity date of the Series 2026-2 Term Notes. No new variable funding notes were issued in connection with issuance of the Series 2026-2 Term Notes.
The Base Indenture allows the Issuer to issue additional series of notes subject to certain conditions set forth therein, and the Base Indenture, together with the Series 2026-2 Supplement, and any other series supplements to the Base Indenture from time to time, is referred to herein as the "Indenture."
The Company intends to use the net proceeds from the offering for general corporate purposes, which may include success-based capital expenditures and/or repayment of outstanding debt.