UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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November 30, 2004
Date of Report
(Date of earliest event reported)
Shenandoah Telecommunications Company
(Exact name of registrant as specified in its charter)
Virginia 0-9881 54-1162807
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
500 Shentel Way
P.O. Box 459
Edinburg, VA 22824
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (540) 984-4141
Item 1.01 Entry into a Material Definitive Agreement.
On November 30, 2004, the Company amended the terms of its Master Loan Agreement
with CoBank, ACB to provide for a $15 million revolving reducing credit
facility. Under the terms of the amended credit facility, the Company can borrow
up to $15 million for use in connection with the acquisition of NTC
Communications LLC and other corporate purposes. The revolving credit facility
has a 12 year term. Borrowings under the facility can be at either an adjustable
or fixed rate. The loan is secured by a pledge of the stock of all of the
subsidiaries of the Company as well as all of the outstanding membership
interests in NTC.
Item 7.01 Regulation FD Disclosure
The following news release is being filed pursuant to Item 7.01 of Form 8-K
NEWS RELEASE
For further information, please contact Earle A. MacKenzie at 540-984-5192.
SHENANDOAH TELECOMMUNICATIONS COMPANY COMPLETES ACQUISITION
OF NTC COMMUNICATIONS AND EXPANDS DEBT FACILITY WITH CoBANK.
EDINBURG, VA, (December 2, 2004) - Shenandoah Telecommunications Company
(Shentel; NASDAQ: SHEN) announces the closing of the acquisition of NTC
Communications previously announced on August 27, 2004. In connection with the
acquisition, Shentel has obtained a $15 million revolving credit facility from
CoBank.
Shentel purchased the 83.88% of NTC that it did not currently own, for
approximately $10 million plus the assumption of $13.2 million of debt and
capital leases. The proceeds from the CoBank facility will be used to refinance
the NTC debt and capital leases.
About CoBank
As Rural America's Cooperative Bank, CoBank specializes in providing
financial solutions and leasing services to cooperatives, agribusinesses, Farm
Credit associations and rural communications, energy and water companies. The
bank also finances agricultural exports. CoBank has a national office in Denver,
additional offices across the U.S., and several
international representative offices. CoBank is part of the $121-billion U.S.
Farm Credit System. Additional information about the bank is available at
www.cobank.com.
About Shenandoah Telecommunications
Shenandoah Telecommunications Company is a holding company that provides a
broad range of telecommunications services through its operating subsidiaries.
The Company is traded on the NASDAQ National Market under the symbol "SHEN." The
Company's operating subsidiaries provide local and long distance telephone,
Internet and data services, cable television, wireless voice and data services,
alarm monitoring, and telecommunications equipment, along with many other
associated solutions in the Mid-Atlantic and Southeastern United States.
* * * * *
This release contains forward-looking statements that are subject to various
risks and uncertainties. The Company's actual results could differ materially
from those anticipated in these forward-looking statements as a result of
unforeseen factors. A discussion of factors that may cause actual results to
differ from management's projections, forecasts, estimates and expectations is
available in the Company filings with the SEC. Those factors may include changes
in general economic conditions, increases in costs and other competitive
factors.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.16 Second Amended and Restated Master Loan Agreement, dated as of
November 30, 2004, by and between CoBank, ACB and Shenandoah
Telecommunications Company
10.17 Third Supplement to the Master Loan Agreement dated as Of November
30, 2004, between CoBank, ACB and Shenandoah Telecommunications
Company
10.18 Second Amendment to the Term Supplement to the Master Loan Agreement
dated as Of November 30, 2004, between CoBank, ACB and Shenandoah
Telecommunications Company
10.19 Pledge Agreement dated November 30, 2004 between CoBank, ACB and
Shenandoah Telecommunications Company
10.20 Membership Interest Pledge Agreement dated November 30, 2004 between
CoBank, ACB and Shenandoah Telecommunications Company
10.21 Membership Interest Pledge Agreement dated November 30, 2004 between
CoBank, ACB and Shentel Converged Services, Inc.
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.
SHENANDOAH TELECOMMUNICATIONS COMPANY
(Registrant)
December 3, 2004 /S/ EARLE A. MACKENZIE
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Earle A. MacKenzie
Chief Financial Officer