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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): January 31, 2012
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Shenandoah Telecommunications Company
(Exact name of registrant as specified in its charter)
__________________
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Virginia
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0-9881
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54-1162807
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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500 Shentel Way
P.O. Box 459
Edinburg, VA
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22824
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (540) 984-4141
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
The Company has entered into amendments to two of its material agreements.
On February 2, 2012, the Company issued a press release announcing that it had signed Addendum XII (the “Addendum”) to its Affiliate Agreement with Sprint Nextel that paves the way to building a 4G LTE network in the Company’s Sprint PCS service area. The foregoing description of the Addendum is not complete and is qualified in its entirety by reference to the Addendum, which is attached as Exhibit 10.51.
The Company will mirror Sprint’s Network Vision architecture using Alcatel Lucent equipment starting in 2012. The Addendum also gives the Company access to additional spectrum (including 800 MHz spectrum), extends the initial term of the Affiliate Agreement from 2019 to 2024, and increases the cap on the Net Service Fee for post-paid services from 12% to 14% of Net Billed Revenue less Allocated Write-offs.
The Company will host a conference call on February 6, 2012, at 11 a.m. Eastern time to provide additional details about the impacts of this Addendum. Call-in details are provided in the copy of the press release, attached as Exhibit 99.1.
On January 31, 2012 Shenandoah Telecommunications Company (the “Company”) entered into the Fifth Amendment (the “Amendment”) to the Credit Agreement dated July 30, 2010 (as amended) related to its existing $190 million term loan A (the “Term Loan A”). The Amendment removes the “Fixed Charge Coverage Ratio” from the list of covenants the Company must comply with while the Credit Agreement is in effect.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.52 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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(d)
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Exhibits
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10.51
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Addendum XII to Sprint PCS Management Agreement and Sprint PCS Services Agreement
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10.52
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Fifth Amendment to the Credit Agreement dated as of July 30, 2010, among Shenandoah Telecommunications Company, CoBank, ACB, Branch Banking and Trust Company, Wells Fargo Bank, N.A., and other Lenders
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99.1 Press release dated February 2, 2012
SIGNATURE
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 thereunto duly authorized.
SHENANDOAH TELECOMMUNICATIONS COMPANY
(Registrant)
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February 2, 2012
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/s/ Adele M. Skolits
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Adele M. Skolits
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Vice President - Finance and
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Chief Financial Officer
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(Duly Authorized Officer)
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Exhibit 10.51
Exhibit 10.52
Exhibit 99.1
Shenandoah Telecommunications Company Announces New Agreement With Sprint Nextel and Plans for 4G LTE Buildout
EDINBURG, Va., Feb. 2, 2012 (GLOBE NEWSWIRE) -- Shenandoah Telecommunications Company (Shentel) (Nasdaq:SHEN) announced today the Company has signed Addendum XII to its Affiliate Agreement with Sprint Nextel that paves the way to building a 4G LTE network in the Company's service area. Shentel will mirror Sprint's Network Vision architecture using Alcatel Lucent equipment.
In addition to adding 4G services to the Company's network, the Addendum gives the Company access to additional 1900 and 800 MHz spectrum, extends the initial term of the contract five years from 2019 to 2024 and increases the cap on the Net Service Fee from 12% to 14% on July 1, 2013.
The Company will host a conference call and simultaneous webcast at 11:00 a.m. Eastern Time on February 6, 2012. The webcast can be accessed from the "Investor Relations" section of the company's website at http://investor.shentel.com/. Instructions for dialing in follow:
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Dial-in number:
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(888) 695-7639
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Conference ID:
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49501367
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Replays of the conference call will be made available after the conclusion of the call and can be accessed by dialing (855) 859-2056.
About Shenandoah Telecommunications
Shenandoah Telecommunications Company is a holding company that provides a broad range of telecommunications services through its operating subsidiaries. The Company is traded on the NASDAQ Global Select Market under the symbol "SHEN." The Company's operating subsidiaries provide local and long distance telephone, Internet and data services, cable television, wireless voice and data services along with many other associated solutions in the Mid-Atlantic United States.
This release contains forward-looking statements that are subject to various risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of unforeseen factors. A discussion of factors that may cause actual results to differ from management's projections, forecasts, estimates and expectations is available in the Company filings with the SEC. Those factors may include changes in general economic conditions, increases in costs, changes in regulation and other competitive factors.
CONTACT: Adele Skolits
540-984-5161