SHENANDOAH TELECOMMUNICATIONS CO/VA/ (SHEN): M&A transaction — Shentel completes Horizon acquisition for $305M cash + 4.1M shares; issues $81M preferred to ECP

SHENANDOAH TELECOMMUNICATIONS CO/VA/

Completed acquisition of Horizon Telcom, a commercial fiber provider in Ohio and adjacent states, effective April 1, 2024.
Consideration: $305M cash to sellers/debt, ~$39M for capex reimbursements, and 4.1M shares of SHEN common to GCM Grosvenor.
Shentel subsidiary issued 81,000 shares of 7% Series A Preferred Stock to ECP for $81M to help fund cash portion.
Credit Agreement amended with $225M incremental term loans and $50M revolver increase; Shentel Broadband Operations assumes borrower role.
Combined fiber network: ~15,400 route miles across 7 states; plans to pass ~600K homes/businesses with Glo Fiber by end of 2026.

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Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

SHENANDOAH TELECOMMUNICATIONS CO/VA/ completed an acquisition involving Horizon Acquisition Parent LLC for issuing 4,100,375 shares of Shentel’s common stock, no par value (“Common Stock”), to an investment fund managed by affiliates of GCM Grosvenor ... and paying $ (closed 2024-04-01).

Action: acquisition
Counterparty: Horizon Acquisition Parent LLC
Consideration: issuing 4,100,375 shares of Shentel’s common stock, no par value (“Common Stock”), to an investment fund managed by affiliates of GCM Grosvenor ... and paying $
Closing: 2024-04-01

Exact text from the filing

Subject to the terms and conditions of the Merger Agreement, on the Closing Date, Shentel acquired 100% of the outstanding equity interests of Horizon in exchange for (i) issuing 4,100,375 shares of Shentel’s common stock, no par value (“Common Stock”), to an investment fund managed by affiliates of GCM Grosvenor (“GCM Grosvenor”), which is one of the Sellers; and

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Source: SEC EDGAR

accession 0001171843-24-001743

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