v3.26.1
Debt
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
Shentel’s outstanding long-term debt obligations as of June 30, 2026 and December 31, 2025 are as follows:

(in thousands)Interest RatesJune 30,
2026		December 31,
2025
Shentel Issuer Class A-2 Notes5.64%$489,142 $489,142 
Shentel Issuer Class B Notes6.03%78,263 78,263 
Shentel Issuer Variable Funding Note ("VFN")
Floating(1)
68,000 — 
Shentel Broadband Revolving Credit Facility ("RCF")
Floating(2)
93,000 75,000 
Total debt728,405 642,405 
Less: unamortized loan fees(13,378)(14,168)
Long-term debt, net of unamortized loan fees$715,027 $628,237 
(1) The VFN bears interest at one-month term SOFR plus a fixed margin. This interest rate was 5.40% at June 30, 2026.
(2) The RCF bears interest at one-month term SOFR plus a margin. The margin is variable and determined by the Company’s net leverage ratio. This interest rate was 6.15% at June 30, 2026 and 6.19% at December 31, 2025.
Refinancing Activities

Shentel Broadband, an indirect wholly owned subsidiary of Shentel, previously had a credit agreement which contained (i) a $150 million revolving credit facility (the “Revolver”) and $525 million in delayed draw amortizing term loans (the “Term Loans” and collectively with Revolver, the “Previous Credit Agreement”). On December 5, 2025, Shentel, through formation of Shentel Guarantor LLC, Shentel Issuer LLC (“Shentel Issuer”), Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (collectively, the “ABS Entities"”), completed a refinancing of the Previous Credit Agreement with an Asset Backed Securitization (“ABS”) financing, secured by most of our fiber businesses, which resulted in the issuance of the Class A-2 Notes, Class B notes, the VFN, and a Liquidity Funding Note (“LFN”) (collectively, the “ABS Notes”). Concurrently, Shentel Broadband entered into a new RCF and the Company used the proceeds from the issuance of the ABS Notes and RCF to repay the outstanding long-term debt obligation under the Previous Credit Agreement.

The ABS Notes include $489.1 million and $78.3 million in borrowed Class A-2 Notes and Class B Notes, respectively. In connection with the same ABS Indenture, Shentel Issuer issued the VFN which has a borrowing capacity of $175.0 million, of which Shentel has borrowed $68.0 million for the six month period ended June 30, 2026. As of June 30, 2026, the available capacity of the VFN was $1.9 million. The available capacity of the VFN will increase based on the secured fiber network revenue growth from Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (each a bankruptcy-remote subsidiary of the Company), multiplied by (i) a margin as defined in the agreements governing the VFN (the “ABS Indenture”) and (ii) 6.25x multiple.

Also, in connection with the same ABS Indenture, Shentel Issuer issued the LFN which has an undrawn borrowing commitment of $25.0 million. Shentel Issuer may draw on the LFN solely for the purpose of funding amounts due and payable for certain Priority of Payments as defined in the ABS Indenture and when restricted cash funds required by ABS Indenture are insufficient.

The RCF, as amended March 20, 2026, has a borrowing capacity of $175.0 million, of which Shentel has borrowed $93.0 million as of June 30, 2026.

Fair Values

The carrying amounts of the Company’s long-term debt under the Previous Credit Agreements, which had floating interest rates, approximated their fair values. Similarly, the carrying amount of the Company’s VFN and RCF, each of which has a floating interest rate, approximates its fair value. The estimated fair values of Shentel’s Class A-2 Notes and Class B Notes were based on Level 2 inputs that use interest rates available to us for debt with similar terms and remaining maturities. The fair values of Shentel’s the Class A-2 Notes and Class B Notes were as follows:
(in thousands)June 30,
2026		December 31,
2025
Shentel Issuer Class A-2 Notes$491,783 $494,278 
Shentel Issuer Class B Notes78,654 77,676 

Commitment Fees

Shentel is charged commitment fees on unutilized portions of its debt. The Company recorded $0.2 million and $0.5 million related to these fees for the three and six months ended June 30, 2026, respectively, and $0.2 million and $0.4 million related to these fees for the three and six months ended June 30, 2025, respectively, which are included in interest expense in the unaudited condensed consolidated statements of operations.

Interest Expense

Shentel pays interest on a monthly basis. Interest expense recorded in Shentel’s unaudited condensed consolidated statements of operations consisted of the following:
Three Months Ended
June 30,		Six Months Ended
June 30,
(in thousands)2026202520262025
Interest expense
$11,245 $8,733 $22,371 $15,995 
Less: capitalized interest
(1,549)(2,730)(3,240)(5,100)
Interest expense, net of capitalized interest
$9,696 $6,003 $19,131 $10,895 

Maturity Dates and Other Information

Shentel Broadband’s debt includes various covenants, including total net leverage ratio and debt service coverage ratio financial covenants.

The ABS Notes have a contractually stated anticipated repayment date (“ARD”) of December 2030 with the exception of the VFN described below. The legal final maturity date of each class of the ABS Notes is in December 2055. If Shentel has not repaid or refinanced any of the ABS Notes prior to the relevant ARD, the ABS Indenture requires mandatory prepayment of Note principle on each payment date on a pro-rata basis based on the alphanumerical designation of each class of Notes and additional interest (2.0% per annum on Class A-2 Notes, 2.4% per annum on Class B Notes, and 5.0% per annum on VFN) will be charged until the Notes are refinanced or fully redeemed. Amortization on Shentel Issuer’s ABS Notes could be required prior to the ARD if Shentel Issuer’s debt service coverage ratio is below certain thresholds in the ABS Indenture.

Shentel Issuer has not made any borrowings under its LFN as of June 30, 2026. Amounts borrowed under the LFN do not have an anticipated repayment date and have a final maturity date of December 2055.

Shentel Issuer’s VFN matures on December 5, 2029 which may be extended, at the option of Shentel, to December 5, 2030, subject to the satisfaction of certain conditions. No principal payments on Shentel’s VFN are required prior to the final maturity date.

Shentel Broadband’s RCF matures on December 5, 2030. No principal payments on Shentel Broadband’s RCF are required prior to the final maturity date.

Shentel has executed letter of credit arrangements totaling $7.2 million that reduce the available balance of the RCF. The letter of credit arrangements were executed primarily pursuant to the requirements of the National Telecommunications and Information government grant program, discussed further in Note 12, Government Grants. These amounts are not considered borrowed, as no cash has been disbursed to Shentel or other parties.

The ABS Notes and the VFN are guaranteed by Shentel Asset Entity I LLC, Shentel Asset Entity II LLC and the ABS Issuer’s parent, Shentel Guarantor LLC (each, a “Notes Guarantor” and together with Shentel Issuer LLC, the “ABS Entities”), and such guarantees and the ABS Notes are secured by security interests in the equity interests the ABS Issuer and substantially all of the assets of the ABS Issuer and the other ABS Entities. The ABS Entities are not in any way liable for the obligations of Shentel Broadband or its non-ABS Entities. Likewise, Shentel and its non-ABS Entities have no recourse to the loans of the ABS Entities.

The RCF is fully secured by a pledge and unconditional guarantee from substantially all of Shentel Broadband’s subsidiaries, excluding the ABS Entities. This provides the lenders a security interest in substantially all of the assets of the Company, excluding assets held by the ABS Entities.

Variable Interest Entities

Under the ASC 810, Consolidation (“ASC 810”), the ABS Entities are considered, as a whole, a variable interest entity (“VIE”) and are consolidated in Shentel’s consolidated financial statements because the Company is the primary beneficiary with both the power to direct the activities of the entity that most significantly impact the entity’s performance and the obligation to absorb losses or the right to receive benefits of the entity. Therefore, the assets and liabilities owned by the ABS Entities and related to Shentel’s VIE arrangements are used to service the obligations under Shentel's ABS Notes and may not be freely transferred to the Non-ABS Entities. Additionally, certain cash and cash equivalent amounts may be restricted from general use by Shentel based on covenants related to the ABS Notes.

The assets and liabilities related to Shentel’s VIE arrangements included in the Company’s unaudited condensed consolidated balance sheets were as follows:
(in thousands)June 30,
2026		December 31,
2025
ASSETS
Restricted cash and cash equivalents$30,899 $20,945 
Accounts receivable9,732 12,580 
Prepaid expenses and other5,947 5,344 
Property, plant and equipment, net819,656 793,874 
Intangible assets, net7,765 8,234 
Operating lease right-of-use assets10,269 10,199 
Deferred charges and other assets128,183 129,635 
Total assets$1,012,451 $980,811 
LIABILITIES
Accounts payable$8,697 $7,561 
Advanced billings and customer deposits10,072 8,953 
Current operating lease liabilities1,256 1,236 
Accrued liabilities and other3,979 2,658 
Long-term debt, less current maturities, net of unamortized loan fees622,426 554,288 
Non-current operating lease liabilities5,031 4,925 
Other liabilities29,815 28,703 
Total liabilities$681,276 $608,324