Attached files
file | filename |
---|---|
EX-10.1 - EX-10.1 - Uniti Group Inc. | a16-20228_1ex10d1.htm |
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
FORM 8-K
|
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 21, 2016
|
Communications Sales & Leasing, Inc.
(Exact name of registrant as specified in its charter)
|
Maryland |
|
001-36708 |
|
46-5230630 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
|
|
|
10802 Executive Center Drive |
|
72211 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrants telephone number, including area code: (501) 850-0820
Not Applicable
(Former name or former address, if changed since last report.)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On October 21, 2016, Communications, Sales & Leasing, Inc. (the Company) entered into a previously announced amendment (the Amendment) of its senior secured credit agreement dated April 24, 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. The Credit Agreement provided for a term loan B facility in an initial principal amount of $2.14 billion (which has since been reduced to $2,113.3 million as a result of amortization payments) maturing on October 24, 2022 (the Term Loan Facility) and a $500.0 million revolving credit facility that matures and terminates on April 24, 2020.
Pursuant to the Amendment, the outstanding $2,113.3 million principal amount of term loans under the Term Loan Facility (the Existing Term Loans) were replaced with a like aggregate principal amount of new term loans (the New Term Loans) having substantially similar terms as the Existing Term Loans, other than with respect to the applicable interest rate and the period of time for which prepayment premiums in respect of certain repricing transactions apply. The interest rate margin applicable to the New Term Loans was reduced from 3.00% to 2.50%, in the case of base rate loans and from 4.00% to 3.50% in the case of LIBOR loans (subject to a 1% floor on LIBOR and a 2% base rate floor). The period of time for which prepayment premiums apply for certain repricing transactions changed from twelve months following execution of the Credit Agreement to twelve months following execution of the Amendment.
In addition, the Amendment modified certain provisions of the Credit Agreement to enable the Company to operate through a customary up-REIT structure. The Amendment permits the Company to become a guarantor under the Credit Agreement and to be replaced with a new operating partnership (to which the Company would contribute substantially all of its assets) as the primary borrower.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
The parties to the Amendment 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.
FORWARD-LOOKING STATEMENTS
Certain statements in this report 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 regarding the implementation of an up-REIT structure. 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 managements 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 forward-looking statements or which could cause actual results to differ materially from our expectations include, but are not limited to: the risk that we are unable to implement the up-REIT structure or obtain the anticipated benefits from it; the risk that one or more governmental entities may deny approval to any such structure; and additional factors discussed in the Risk Factors sections of our reports filed with the SEC.
The Company expressly disclaims any obligation to release publicly any updates or revisions to any of the forward looking statements set forth in this report to reflect any change in its expectations or any change in events, conditions or circumstances on which any statement is based.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits. |
The following exhibits are filed with this report:
Exhibit |
|
Description |
10.1 |
|
Amendment No. 1 to the Credit Agreement, dated as of October 21, 2016 by and among Communications Sales & Leasing, Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| ||
Date: October 21, 2016 |
COMMUNICATIONS SALES & LEASING, INC. | ||
|
|
| |
|
|
| |
|
By: |
/s/ Daniel L. Heard | |
|
|
Name: |
Daniel L. Heard |
|
|
Title: |
Executive Vice President General Counsel and Secretary |
EXHIBIT INDEX
Exhibit |
|
Description |
10.1 |
|
Amendment No. 1 to the Credit Agreement, dated as of October 21, 2016 by and among Communications Sales & Leasing, Inc. and CSL Capital, LLC, as borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent and collateral agent. |