Current Report Filing (8-k)
April 05 2021 - 5:01PM
Edgar (US Regulatory)
0000354963
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0000354963
2021-04-05
2021-04-05
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-K
_______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 5, 2021
_______________________________
Shenandoah
Telecommunications Company
(Exact name of registrant as specified
in its charter)
_______________________________
Virginia
(State or other jurisdiction of
incorporation)
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0-9881
(Commission File Number)
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54-1162807
(IRS Employer Identification No.)
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500 Shentel Way
P.O. Box 459
Edinburg, VA 22824
(Address of principal executive offices) (Zip Code)
(540) 984-4141
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or
former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock (No Par Value)
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SHEN
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NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement
of Certain Officers
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On April 5, 2021, Shenandoah Telecommunications
Company (“Shentel” or the “Company”) announced that William L. Pirtle will be leaving the Company effective
August 2, 2021. Mr. Pirtle has served as the Company’s Senior Vice President Sales and Marketing since January 2019 and has
been an employee since 1992.
In its Annual Report on Form 10-K for the
year ended December 31, 2020, the Company disclosed that it expects to incur approximately $35.9 million of certain one-time expenses
during 2021, including severance costs, that would be triggered by the consummation of the pending sale of its wireless assets
and certain liabilities (“Shentel Wireless”) to T-Mobile US, Inc. (“T-Mobile”), which are presented as
discontinued operations.
On April 5, 2021, the Company announced
that it is implementing a workforce reduction that is expected to result in the termination of approximately 340 employees, or
30% of the Company’s workforce. Approximately 90% of the reductions are employees who support wireless operations and who
will not automatically transfer to T-Mobile as part of the pending Shentel Wireless sale. Most of the employees impacted by the
workforce reduction will exit the Company in 2021 following the closing of the pending Shentel Wireless sale and any required transition
services. The closing of the Shentel Wireless sale is now expected to occur in early third quarter 2021, subject to execution of
the definitive asset purchase agreement, customary closing conditions and required regulatory approvals.
In connection with this workforce reduction,
the Company will incur certain termination expenses, to be settled in cash, with approximately $1.7 million related to continuing
operations and approximately $4.5 million related to discontinued operations. The Company expects to incur a majority of these
costs during the third quarter of 2021. The workforce reduction is expected to decrease the Company's annualized run-rate operating
expenses for continuing operations by approximately $4 million.
This Current Report on Form 8-K contains forward-looking
statements about Shentel regarding, among other things, its business strategy, and its prospects. These statements can be identified
by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “intends,”
“may,” “will,” “should,” “could,” or “anticipates” or the negative
or other variation of these or similar words, or by discussions of strategy or risks and uncertainties. The forward-looking statements
are based upon management’s beliefs, assumptions and current expectations and may include comments as to Shentel’s
beliefs and expectations as to future events and trends affecting its business that are necessarily subject to uncertainties, many
of which are outside Shentel’s control. Although management believes that the expectations reflected in the forward-looking
statements are reasonable, forward-looking statements, including with respect to consummating the sale of Shentel Wireless, expected
employee termination costs and expected expense savings, are not, and should not be relied upon as, a guarantee of future performance
or results, nor will they necessarily prove to be accurate indications of the times at which such performance or results will be
achieved, and actual results may differ materially from those contained in or implied by the forward-looking statements as a result
of various factors. For example, this Current Report on Form 8-K discusses the anticipated sale of Shentel Wireless to T-Mobile,
but Shentel and T-Mobile have not yet entered into a definitive agreement with respect to the anticipated transaction, and any
such definitive agreement will be subject to certain closing conditions, including receipt of certain required regulatory approvals.
As a result, there can be no assurance that Shentel and T-Mobile will enter into such a definitive agreement or that the closing
of the transactions contemplated by any such definitive agreement will occur or will not be delayed. A discussion of other factors
that may cause actual results to differ from management’s projections, forecasts, estimates and expectations is available
in Shentel’s filings with the Securities and Exchange Commission. Those factors may include natural disasters, pandemics
and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, changes in general economic
conditions, increases in costs, changes in regulation and other competitive factors. The forward-looking statements included are
made only as of the date of the statement. Shentel undertakes no obligation to revise or update such statements to reflect current
events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events, except as required by law.
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.
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SHENANDOAH TELECOMMUNICATIONS COMPANY
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Dated: April 5, 2021
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/s/ James J. Volk
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James J. Volk
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Senior Vice President - Chief Financial Officer
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(Principal Financial Officer)
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