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 2, 2017
Shenandoah Telecommunications Company
(Exact Name of Registrant as Specified in Charter)
| Virginia | 0-9881 | 54-1162807 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 500 Shentel Way P.O. Box 459, Edinburg, Virginia 22824 |
| (Address of Principal Executive Offices) (Zip Code) |
(540) 984-4141
(Registrant's telephone number, including area code)
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: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 8.01. Other Events.
On October 2, 2017, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. These materials may contain forward-looking statements about Shenandoah Telecommunications regarding, among other things, our business strategy, our prospects and our financial position. These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,” “could,” or “anticipates” or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties. Shenandoah Telecommunications undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits The following exhibit is furnished with this Current Report on Form 8-K. 99.1 Shentel Announces Completion of the Transformation of nTelos into the Sprint Affiliate Model
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 hereunto duly authorized.
| Shenandoah Telecommunications Company | ||
| Date: October 2, 2017 | By: | /s/ Adele M. Skolits |
| Adele M. Skolits | ||
| Vice President - Finance and Chief Financial Officer | ||
EXHIBIT 99.1
Shentel Announces Completion of the Transformation of nTelos into the Sprint Affiliate Model
EDINBURG, Va., Oct. 02, 2017 (GLOBE NEWSWIRE) -- Shenandoah Telecommunications Company (“Shentel” or the “Company”) (NASDAQ:SHEN) is pleased to announce that on September 30th it completed the upgrade of the former nTelos network from 3G to 4G LTE, along with the migration of the former nTelos customers to the Sprint billing system. This completes the transformation of the former nTelos wireless service area, acquired by Shentel in May 2016, to the Sprint Affiliate model in seventeen months, a full quarter ahead of schedule.
Shentel committed $240 million for the initial network upgrade and coverage expansion. As of September 30, Shentel has upgraded 854 sites to 4G LTE, added 800 MHz coverage and capacity; decommissioned 99 overlapping sites; and added 2.5GHz capacity to 197 sites. As planned, Shentel will have built 60% of the 220 additional coverage sites in West Virginia and southern Virginia by year end 2017, with the remaining 40% to be built in 2018. By the end of 2018, Shentel will have the largest 4G LTE wireless coverage area in its West Virginia and southern Virginia Affiliate area.
Shentel completed the migration of the nTelos prepaid customers to the Sprint billing system in December 2016. The Company migrated postpaid customers in 2016 and 2017, completing the process on September 30th. The Company is pleased to have migrated approximately 65% of the prepaid and 73% of the postpaid former nTelos customers to Sprint, while at the same time having rebuilt the entire acquired network.
On this milestone, President and CEO Chris French commented: “I am extremely proud of our employees’ accomplishments in transforming the former nTelos wireless network into the state-of-the-art 4G LTE network our Sprint customers can enjoy today. They were able to complete the project on budget and ahead of schedule, allowing us to take full advantage of the fourth quarter selling season. The Company has launched the biggest advertising campaign in its history touting the new and expanded network.”
The Company will provide additional details in its upcoming third quarter earnings call.
About Shenandoah Telecommunications
Shenandoah Telecommunications Company (Shentel) provides a broad range of diversified communications services through its high speed, state-of-the-art network to customers in the Mid-Atlantic United States. The Company’s services include: wireless voice and data; cable video, internet and digital voice; fiber network and services; and regulated local and long distance telephone. Shentel is the exclusive personal communications service (“PCS”) Affiliate of Sprint in portions of Pennsylvania, Maryland, Virginia, West Virginia, and portions of Kentucky and Ohio. For more information, please visit www.shentel.com.
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’s filings with the SEC. Those factors may include changes in general economic conditions, increases in costs, changes in regulation and other competitive factors.
CONTACTS:
Shenandoah Telecommunications, Inc.
Adele Skolits
CFO and VP of Finance
540-984-5161
Adele.skolits@emp.shentel.com
Or
John Nesbett/Jennifer Belodeau
Institutional Marketing Services (IMS)
203-972-9200
jnesbett@institutionalms.com