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Shentel and T-Mobile Enter into an Asset Purchase Agreement

Posted 1 June 2021 12:00 AM by Shentel

On May 28, 2021, Shenandoah Telecommunications Company ( “Shentel” or “Seller”) and T-Mobile USA, Inc. (“T-Mobile” or “Buyer”) entered into an Asset Purchase Agreement (the “Agreement”) pursuant to the purchase option previously exercised by T-Mobile on August 26, 2020 and the completion of the appraisal process previously disclosed on February 2, 2021. Under the Agreement, T-Mobile will purchase from Shentel the specified operating assets and related rights (as defined in the Agreement) of Shentel’s Wireless Business (as defined in the Agreement) that were utilized to provide wireless telecommunications network services as contemplated by the Sprint PCS Management Agreement, as amended (the “Management Agreement”), in the Wireless Network Coverage Area (the geographic service area as defined in the Management Agreement) utilizing the Sprint Marks, among other things and subject to the satisfaction or waiver of specified conditions (the “Transaction”). As previously disclosed, the aggregate consideration payable by Buyer under the Agreement will be $1.95 billion in cash including approximately $60 million in settlement of the waived management fee which is subject to adjustment based on the closing date. Consummation of the Transaction is currently expected to occur in early third quarter of 2021, subject to customary conditions to closing including the receipt of certain regulatory approvals.

Shentel has agreed that for a period of three (3) years following the closing of the Transaction, Shentel and its subsidiaries will not directly or indirectly engage in any competing mobile wireless business within the Wireless Network Coverage Area, among other things specified in the Agreement.

In connection with the Agreement, Shentel will enter into a Transition Services Agreement governing Shentel’s provision of certain services to Buyer for a specified period of time after consummation of the Transaction, including services relating to wireless network maintenance and certain back-office and administrative support in exchange for payment of certain agreed-upon amounts by Buyer.

View the full filing on sec.gov here: https://www.sec.gov/ix?doc=/Archives/edgar/data/354963/000117184321003912/f8k_060121.htm

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