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): April 6, 2017
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, Virginia 22824
(Address of principal executive offices) (Zip Code)
(540) 984-4141
(Registrant’s telephone number, including area code)
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:
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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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Other Events.
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On April 6, 2017, Shenandoah Telecommunications Company (the “Company”) issued a press release announcing the closing of a previously disclosed transaction to expand its relationship with Sprint Corporation (“Sprint”), pursuant to which the Company’s affiliate service territory was expanded to include certain areas in Kentucky, Maryland, Ohio and West Virginia (the “Expansion Area”). The transaction was consummated pursuant to the terms of Addendum XX to the Sprint PCS Management Agreement (the “Affiliate Addendum”), dated as of March 9, 2017, among Shenandoah Personal Communications, LLC (“SPC”), a wholly-owned subsidiary of the Company, and Sprint Spectrum L.P. (“Spectrum”), Sprint Communications Company, L.P., SprintCom, Inc. and Horizon Personal Communications, LLC (“Horizon”), each an affiliate of Sprint, and a related agreement among SPC, Spectrum and Horizon to, among other things, transfer to Spectrum certain customers in the Expansion Area and the underlying customer agreements and transition the provision of network coverage in the Expansion Area from Sprint to SPC.
The transaction was previously reported by the Company in its Current Report on Form 8-K filed on March 15, 2017, and the full text of the Affiliate Addendum was filed as Exhibit 10.1 thereto. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description of Exhibit
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99.1
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Shenandoah Telecommunications Company Press Release, dated April 6, 2017.
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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.
Date: April 6, 2017
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SHENANDOAH TELECOMMUNICATIONS COMPANY
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By:
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/s/ Raymond B. Ostroski
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Name:
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Raymond B. Ostroski
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Title:
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Vice President – Legal and General Counsel (Duly Authorized Officer)
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EXHIBIT INDEX
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Exhibit
No.
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Description of Exhibit
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Shenandoah Telecommunications Company Press Release, dated April 6, 2017.
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Exhibit 99.1
Shenandoah Telecommunications Company Announces
Closing of Expanded Relationship with Sprint
EDINBURG, Va., April 6th, 2017 (GLOBE NEWSWIRE) – Shenandoah Telecommunications Company (“Shentel”) (NASDAQ: SHEN) announced the April 6th closing of a previously announced agreement to expand its relationship with Sprint. Shentel has amended its Affiliate Agreement with Sprint to expand its affiliate service territory, adding approximately 500,000 additional POPs in the Parkersburg, WV, Huntington, WV, and Cumberland, MD, basic trading areas (“BTAs”).
With this expansion, Shentel will have authorization to serve over 6 million POPs in the mid-Atlantic region as a Sprint PCS Affiliate. Approximately 20,000 Sprint retail and former nTelos postpaid and prepaid subscribers in the new BTAs will become Sprint-branded affiliate customers managed by Shentel. Shentel has agreed to invest approximately $32 million over the next three years to upgrade and expand the existing wireless network coverage in those regions. Once the expansion is complete, Shentel plans to open multiple Sprint-branded retail locations in the new area.
About Shenandoah Telecommunications Company
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 and West Virginia. 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, loss of customers, changes in regulation and other competitive factors.
CONTACTS:
Shenandoah Telecommunications Company
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