v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
(a) Generate Exit Transaction and related agreements

On July 27, 2026, the Company, Ting and certain of the Ting Entities entered into a series of related, definitive agreements (collectively, the "Generate Exit Transaction") with Generate and the Generate Entities. The Generate Exit Transaction resolved the items discussed in "Note.19 Redeemable Preferred Units" and the conditions disclosed with respect to Ting, including the accrued and unpaid preferred return and the Return Breach and corresponding Trigger Event asserted by Generate and described in the Company's Current Report on Form 8-K filed on December 5, 2025 and in "Note.19 Redeemable Preferred Units". The principal agreements are as follows:

Purchase and cancellation of Series A Preferred Units:

Under the Unit Purchase and Exit Agreement dated July 27, 2026 ("the Unit Purchase and Exit Agreement"), the Company acquired from Generate all of the issued and outstanding Series A Preferred Units of Ting for cash consideration of $3.0 million and contingent consideration as described below. The Company was also required to make an investment in Ting Fiber LLC of $5.0 million, which was effected via an intercompany loan. Immediately following the acquisition, the Series A Preferred Units were surrendered, cancelled and retired. In connection with the transaction, Generate ceased to be a preferred member of Ting, waived and released all rights, powers and preferences associated with the Series A Preferred Units (including all redemption, mandatory-redemption, conversion and call rights), and withdrew all outstanding notices, including the notice asserting a Return Breach and Trigger Event. The parties also exchanged mutual releases. As of June 30, 2026, the carrying amount of the redeemable preferred units presented on the Condensed Consolidated Balance Sheet was $147.4 million (net of $0.2 million of deferred preferred financing costs), which was classified as a current liability as previously disclosed.
Contingent consideration:

Under the Unit Purchase and Exit Agreement, the Company may be required to make additional payments to Generate, including (i) a payment of up to $5.0 million if an additional investment of $12.5 million in Ting is not made within twelve months of closing, (ii) a payment of $2.0 million if a separately granted option for Generate to acquire certain partner markets is not exercised by Generate within twelve months, and (iii) a payment of any excess proceeds should a sale of Ting be consummated within twelve months of closing, being an amount in excess of the sum of; the outstanding balance of the 2023 and 2024 Term Notes, the investments in Ting, and any consideration paid to Generate in connection with the Generate Exit Transaction, in each case subject to the terms and priorities set out in the agreement. Interest accrues on any overdue payment at 10% per annum.

(b) Amendment to Credit Agreement

On the same date, the Company entered into a Third Amendment to the 2023 Credit Agreement, which (i) extended the maturity date of the facility from September 22, 2027 to July 27, 2029 (with the exception of one syndicate member holding a $27.5 million commitment, which the Company has commenced discussions to replace with an existing or new syndicate member), and (ii) amended the negative covenants to permit the Company to invest in the Ting business, subject to specified conditions and the existing financial covenants. Key financial covenants remained substantially the same, including a maximum Total Funded Debt to Adjusted EBITDA ratio of 3.75x and a minimum interest coverage ratio of 3.0x.

(c) Transactions between the Company and Ting

In addition, on July 27, 2026, the Company provided an interest-bearing loan to Ting of $5.0 million and acquired a data center asset from Ting for aggregate consideration of $6.0 million, thereby providing Ting with funding sufficient to meet its obligations as they come due within one year of the issuance date.

The Company is evaluating the accounting for the Generate Exit Transaction, the Company expects to recognize a gain on the extinguishment of the preferred units in the third quarter of 2026. The final amount and its classification are subject to completion of the Company's assessment of the contingent consideration and the applicable accounting treatment.