ADDED
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 44 9A.
Description of Business Shentel provides broadband data, video and voice services to residential and commercial customers in portions of Virginia, West Virginia, Maryland, Pennsylvania, Kentucky, Delaware, Ohio and Indiana, via fiber optic and hybrid fiber coaxial ( HFC ) cable networks.
We also lease dark fiber and provide Ethernet and Wavelength fiber optic services to enterprise and wholesale customers throughout the entirety of our service area.
The Company served approximately 262,000 Revenue Generating Units ( RGUs ) at December 31, 2025.
New Entities formed to support securitized financing During 2025, Shentel formed Shentel Guarantor LLC, Shentel Issuer LLC ( Shentel Issuer ), Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (collectively, the ABS Entities" , each a bankruptcy-remote subsidiary of the Company.
The ABS Entities were formed as part of a securitization transaction, pursuant to which certain of the Company s fiber network assets and related customer contracts, primarily in Virginia, Ohio, Pennsylvania, Indiana, Maryland and West Virginia, were contributed to Shentel Asset Entity I LLC and Shentel Asset Entity II LLC (collectively, the ABS Asset Entities ).
The cash flow from these contributed assets are used to service the obligations under Shentel's ABS Notes , as defined in the following paragraph.
On December 5, 2025 (the Closing ), Shentel Issuer, in relation to the securitization transaction referenced above, closed its inaugural offering of $567.4 million aggregate principal amount of secured fiber network revenue term notes, consisting of $489.1 million 5.64% Series 2025-1, Class A-2 term notes ( Class A-2 Notes ) and $78.3 million 6.03% Series 2025-1, Class B term notes ( Class B Notes ), each with an anticipated repayment date in December 2030.
As part of the securitization financing transaction, Shentel Issuer also entered into a revolving $175.0 million variable funding note facility (the VFN ) due December 2029 with a group of financial institutions.
VFN advances will be subject to certain pro-forma leverage and debt service coverage ratios as defined in the agreements governing the VFN (the ABS Indenture ).
REMOVED
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 43 9A.
Acquisition of Horizon Acquisition Parent LLC On April 1, 2024 (the Closing Date ), Shentel completed its previously announced acquisition of Horizon Acquisition Parent LLC, a Delaware limited liability company ( Horizon ), pursuant to the terms of an Agreement and Plan of Merger, dated October 24, 2023, by and among Shentel, Horizon, and the sellers set forth on the signature pages thereto (each, a Seller and collectively, the Sellers ) and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024, the Merger Agreement ).
The Selling Shareholder agreed to an investor rights agreement with the Company, pursuant to which, as long as the Selling Shareholder beneficially owns at least 5.0% of Shentel s outstanding Common Stock, the Selling Shareholder has the right to nominate a director to Shentel s Board and is subject to certain standstill provisions and voting covenants.
The Selling Shareholder is also subject to a one year lockup period for the shares of Common Stock received.
Prior to the acquisition, Horizon was a leading commercial fiber provider in Ohio and adjacent states, serving national wireless providers, carriers, enterprises, and government, education and healthcare customers.
Based in Chillicothe, Ohio, Horizon was founded in 1895 as the incumbent local exchange carrier in Ross County, Ohio and rapidly expanded its fiber network over the past 14 years.
Most recently, Horizon pursued a strategy of investing in fiber to the home ( FTTH ) in tier 3 4 markets in Ohio.
The description of the Company s business set forth below reflects the operations of the Company after the completion of the Horizon Transaction.
Sale of Shentel s Tower Portfolio On March 29, 2024, Shenandoah Mobile, LLC, a wholly-owned subsidiary of Shenandoah Telecommunications Company, completed the initial closing of its previously disclosed sale of substantially all of Shentel s tower portfolio and operations ( Tower Portfolio ) to Vertical Bridge Holdco, LLC for $309.9 million (the Tower Transaction ).
The Company received $305.8 million, net of certain transaction costs at the time of the initial closing.