UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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of the Securities
Exchange Act of 1934
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
On May 21, 2025, Shenandoah Telecommunications Company (“Shentel”), waived certain standstill provisions in the Investment Agreement, dated as of October 24, 2023 (the “Investment Agreement”), by and among Shentel, Shentel Broadband Holding, Inc., a direct, wholly owned subsidiary of Shentel, ECP Fiber Holdings, LP, (the “Investor”), and, solely for the purposes set forth therein, Hill City Holdings, LP, an affiliate of the Investor. Investor is the indirect wholly owned subsidiary of certain investment funds managed by Energy Capital Partners Management, LP (together with its affiliates, “ECP”).
The Investment Agreement’s standstill provision restricts ECP’s ability to, among other things, acquire any additional shares of Shentel’s common stock so long as ECP beneficially owns at least 7.5% of Shentel’s outstanding common stock. Pursuant to the limited waiver of the standstill (the “Waiver”), ECP may now acquire up to 2,250,000 additional shares of Shentel’s common stock, whether through open market purchases, privately negotiated transactions, or purchases pursuant to one or more written trading plans pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Waiver expires on May 21, 2026.
Other than the Waiver, there are no other changes to the Investment Agreement, which remains in full force and effect and was previously disclosed under Item 1.01 of Shentel’s Current Report on Form 8-K, filed October 26, 2023, and filed as Exhibit 2.2 thereto.
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 thereunto duly authorized.
| SHENANDOAH TELECOMMUNICATIONS COMPANY | |
| Dated: May 22, 2025 | /s/ James J. Volk |
| James J. Volk | |
| Senior Vice President – Chief Financial Officer | |