v3.26.1
DISPOSITIONS
6 Months Ended
Jun. 30, 2026
DISPOSITIONS  
DISPOSITIONS

3. DISPOSITIONS

US Telecom – Tower Portfolio Transaction

As previously disclosed, 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 its Commnet tower portfolio and operations, the “Tower Portfolio”) to Everest (the “Tower Portfolio Transaction”) for up to $297 million in cash consideration, subject to certain adjustments and prorations (the “Aggregate Consideration”).

On June 2, 2026 (the “Initial Closing Date”), the Company completed the initial closing of the Tower Portfolio Transaction (the “Initial Closing”), and the Company currently anticipates that it will complete the Tower Portfolio Transaction in one or more Subsequent Closings (as defined below) over the next eleven months. The Transaction Agreement sets forth certain conditions that must be satisfied prior to the conveyance of tower sites at a closing. In

connection with the Initial Closing, the Company and Everest entered into an amendment to the Transaction Agreement to waive certain conditions to the Initial Closing and restate (i) the schedule of tower sites that were conveyed to Everest on the Initial Closing Date (the “Assigned Sites”), (ii) the list of tower sites that will be managed by Everest but still subject to certain managed site conditions prior to conveyance (the “Managed Sites”), and (iii) the list of tower sites that are still subject to certain managed site conditions and consideration has not been paid to date (the “Deferred Sites”). Everest will manage the Managed Sites until the conditions to their conveyance are satisfied, and such Managed Sites are transferred to Everest at one or more subsequent closings (each, a “Subsequent Closing”). At any Subsequent Closing at which one or more Deferred Sites are transferred, Everest will pay a portion of the Aggregate Consideration that is attributable to each Deferred Site. At the Initial Closing, the Company and Everest entered into, among other ancillary agreements, (i) the management agreement for the Managed Sites, (ii) master lease agreements, pursuant to which the Sale Site Subsidiary (as defined in the Transaction Agreement) will lease to the applicable Commnet Party the requisite ground, tower, or other space of the Assigned Sites (the “Leaseback”) for the Company’s continued use, and (iii) a preferred backhaul agreement whereby Commnet and/or one or more of its affiliates will become the preferred backhaul provider for Everest with respect to the Assigned Sites.

At the Initial Closing, Everest paid the Company $267.7 million in aggregate cash consideration (the “Initial Closing Cash Consideration”), of which $153.4 million is attributable to the Assigned Sites and $114.3 million is attributable to the Managed Sites. Of the Initial Closing Cash Consideration, $255.7 million was recorded as sale consideration and $12.0 million of such amount was deferred in advanced payments and deposits on the Company’s balance sheet as it is subject to the Company’s completion of certain conditions related to the Managed Sites. The Company can receive up to an additional $29.6 million of the Aggregate Consideration at Subsequent Closings for the Deferred Sites when and if closing conditions are satisfied or otherwise waived. The net book value of the assets and liabilities sold is listed in the table below (in thousands):

Consideration received

$

255,669

 

Assets disposed:

Fixed assets

27,313

Other assets

1,056

Operating leases

4,432

Current portion of lease liabilities

(1,110)

Lease liabilities, excluding current portion

(3,080)

Other liabilities

(2,885)

Net assets disposed

25,726

Gain on sale of assets

229,943

Transaction costs

8,464

Gain on sale of assets after transaction costs

$

221,479

The Company incurred $8.5 million of transaction related charges pertaining to legal, accounting, and consulting services associated with the Tower Portfolio Transaction, of this amount $6.3 million and $7.1 million was incurred during the three and six months ended June 30, 2026, respectively, and $1.4 million was incurred during 2025. The fixed assets disposed had useful lives between 6 and 15 years.

At June 30, 2026, the Company recorded its remaining Tower Portfolio assets and liabilities as held for sale. These assets will be transferred at Subsequent Closings when and if the closing conditions are satisfied or otherwise waived. The assets and liabilities recorded as held for sale consist of $6.6 million of fixed assets, $0.3 million of lease

assets, and $0.3 million of lease liabilities, of which $0.2 million is for the current portion of lease liabilities.

Spectrum Sale

In June 2026, the Company entered into an agreement to sell certain telecommunication spectrum licenses located in the United States. Under the agreement, the Company will sell certain spectrum licenses for $37.8 million and the option to purchase additional licenses for a total of $3.2 million. Upon entering into the agreement, the Company received $2.2 million in consideration for the spectrum license purchase options. In total ,the licenses have a book value of $36.4 million and the sales proceeds could total up to $41.0 million. The transaction is subject to regulatory approval and the Company currently expects to complete the sale in 2027 and the options to acquire the additional spectrum licenses expires in 2029. The Company expects to recognize a gain of up to $4.6 million upon close of the transaction.

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 six months ended June 30, 2026. The sale of the operating assets was complete in March 2026 and the Company is awaiting distribution of its share of the sales proceeds. The Company expects its share of the sales proceeds to be approximately $8.6 million, which continues to be recorded as held for sale in the Company’s June 30, 2026 balance sheet. The Company expects to receive the proceeds in the second half of 2026.

Fixed Assets

During the three months ended June 30, 2026, the Company sold fixed assets related to certain real estate within its International Telecom segment for $1.3 million recognizing a gain of $1.1 million on the transaction.