Ntelos To Sell: Shenandoah Telecommunications Company to Acquire NTELOS Holdings Corp


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Augusta County, VA

News story via http://globenewswire.com/

“EDINBURG, Va., Aug. 10, 2015 (GLOBE NEWSWIRE) — Shenandoah Telecommunications Company (“Shentel”) (Nasdaq:SHEN) today announced that it has entered into a definitive agreement to acquire NTELOS Holdings Corp. (“nTelos”) (Nasdaq:NTLS) for $9.25 per share in cash for a total equity value of approximately $208 million, after including shares expected to vest on change of control. Under the terms of the agreement, Shentel will acquire all of nTelos’ stock and operations including wireless network assets, retail stores and approximately 298,000 retail subscribers in the nTelos Western Markets. Shentel will complete nTelos’ plans to close down its Eastern markets and at closing Shentel will pay off nTelos’ outstanding debt which was $523 million at June 30, 2015. The agreement has been approved unanimously by the Boards of Directors of both companies.

Concurrently with the signing of the agreement with nTelos, Shentel and Sprint Corporation (“Sprint”) (NYSE:S) entered into a series of agreements, including an Addendum to the Shentel Affiliate Agreement and related agreements, whereby Shentel and Sprint will, among other things, exchange certain assets in the nTelos Western Area. Shentel will convert approximately 290,000 nTelos retail wireless customers into Sprint branded affiliate customers, and an additional 8,000 nTelos retail wireless customers into Sprint branded retail customers. Sprint will transition its existing retail wireless operations in the nTelos footprint, including approximately 291,000 retail customers homed in the nTelos footprint, to Sprint branded affiliate customers. These existing Sprint retail customers, in combination with the nTelos customers, will enable Shentel to serve approximately 581,000 additional customers under its affiliate arrangement with Sprint. As part of the transaction, Shentel and Sprint have also agreed to extend their Affiliate relationship by five years through 2029. Sprint will receive certain spectrum assets of nTelos, and has agreed to reduce the retained revenues that would otherwise be due to Sprint under the Affiliate Agreement by $252 million over an expected period of five to six years. In addition, at closing Sprint will purchase from Shentel the nTelos equipment receivables for nTelos customers at a discounted amount to be paid over 24 months.

After taking into account the payments from Sprint for the exchange of certain assets, Shentel’s net consideration of the nTelos acquisition will be $330 million.”

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