DISPOSITIONS |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DISPOSITIONS | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DISPOSITIONS | 3. DISPOSITIONS US Telecom On February 11, 2026, through certain Commnet subsidiaries, the Company entered into a Purchase and Sale Agreement (the “Transaction Agreement”) with EIP Holdings IV, LLC, an affiliate of Everest Infrastructure Partners, Inc. (“Everest”), to sell approximately 214 tower portfolio sites (representing the substantial majority of our Commnet tower portfolio and operations (the “Tower Portfolio”)) to Everest for up to $297 million in cash consideration, subject to certain adjustments and prorations (the “Tower Portfolio Transaction”). The Tower Portfolio Transaction may be completed in one or more closings. The Transaction Agreement sets forth certain conditions that must be satisfied prior to the conveyance of tower sites at a closing. During the period between signing and the initial closing, the parties will determine which tower sites within the Tower Portfolio have satisfied such conditions and are ready to be conveyed at the initial closing, which sites have not yet satisfied all such conditions but for which Everest is prepared to assume management pending satisfaction of such conditions, and which sites are not yet constructed or are subject to other conditions that will continue to be managed by the Company until such conditions are satisfied. At the initial closing, the Company will enter into, among other ancillary agreements, (i) a management agreement for certain sites, (ii) master lease agreements, pursuant to which the Company will lease the requisite ground, tower, or other space of the conveyed tower site for our continued use, and (iii) a preferred backhaul agreement whereby the Company will become the preferred backhaul provider with respect to the conveyed tower sites. The Transaction Agreement contains customary representations, warranties, covenants, and indemnities by each of the parties, and requires the receipt of certain consents and approvals prior to a closing. The waiting period required under the Hart-Scott Rodino Act of 1976 with respect to the Tower Portfolio Transaction expired in early March 2026. If the Transaction Agreement is terminated under certain circumstances that are not the fault of the Company, it will receive a termination fee equal to approximately $14.9 million. The Company continues to expect the initial closing of the Tower Portfolio Transaction to occur in the second quarter of 2026, generating gross proceeds of approximately $250 million to $270 million. Subsequent closings, totaling approximately $27 million to $47 million, are anticipated to occur over the twelve months following the initial closing, subject to the achievement of specified construction and operational milestones at designated sites within the Tower Portfolio. The Company now currently anticipates that approximately 40-55% of the amount of proceeds to be received at the initial closing will be subject to post-closing resolution, due to delays in obtaining ground lease assigning consents from government and tribal agencies, as well as other conditions being satisfied with respect to such sites. As of March 31, 2026, the Company recorded its Tower Portfolio assets and liabilities as held for sale. The assets and liabilities recorded as held for sale consist of the following (in thousands):
Other assets consist of contract assets recorded for lease contracts being transferred and other liabilities consist of asset retirement obligations for Tower Portfolio assets. Upon completion of the initial closing of the Tower Portfolio Transaction, assuming all initial closing milestones are satisfied, the Company currently expects to recognize a gain ranging from $218 million to $238 million before transaction related expenses and other related fees. The Company may recognize additional gains in subsequent closings as sale conditions are satisfied and Tower Portfolio assets are transferred. Equity Investments During the year ended December 31 2025, the Company entered into an agreement to sell its India solar investment. As a result of this transaction, the Company recorded its equity investment as held for sale at December 31, 2025. The transaction price was reduced in 2026 resulting in a $2.6 million impairment being recorded in other income (expense) during the three months ended March 31, 2026. The investment’s remaining book value of $8.6 million continues to be recorded as held for sale in the Company’s March 31, 2026 balance sheet. |