Shenandoah Telecommunications (SHEN) Announces Expected Use of Proceeds from $1.95 billion Sale of Wireless Assets and Operations to T-Mobile

Shenandoah Telecommunications Company (“Shentel”) (NASDAQ: SHEN) announced today the expected uses of the approximately $1.5 billion of after-tax proceeds to be received from the sale of Shentel’s Wireless assets and operations (“Shentel Wireless”) to T-Mobile US, Inc. (“T-Mobile”). Shentel currently expects to use the proceeds to, among other things:

• As required by Shentel’s credit agreement, repay approximately $702 million of outstanding term loans and swap liabilities and terminate the respective agreements;
• Issue a special dividend of $18.75 per share to Shentel’s shareholders;
• Provide adequate liquidity for growth and potential strategic acquisitions; and
• Provide liquidity for general corporate purposes.

Shentel expects to pay the special dividend in the second quarter 2021 after the close of the Shentel Wireless transaction, subject to the approval of Shentel’s Board of Directors.

”We are pleased to provide clarity on the expected sale price of Shentel Wireless and our ability to return significant value to our shareholders,” said President and CEO, Christopher E. French. “The expected transaction closing in the second quarter along with the continued rapid expansion of our Glo Fiber to the Home and Beam fixed wireless services are part of our transformation to a broadband centric company. Shentel has a long history of growth and technology innovation and we are very excited about the new opportunities to bring state-of-the-art broadband to our customers and create value for our shareholders.”

2020 Preliminary Unaudited Financial Results and 2021 Outlook

Shentel is providing preliminary unaudited financial data for its continuing operations for the year ended December 31, 2020, and its financial outlook for 2021, as reflected in the table below. Shentel’s continuing operations include its Broadband and Tower reporting segments.

1) Adjusted OIBDA is a financial measure that is not determined in accordance with U.S. generally accepted accounting principles (“GAAP”). Reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure is provided at the end of this press release.

Shentel has not yet completed its financial and operating closing procedures for the year ended December 31, 2020, nor has the preliminary financial data above been subject to audit, review or other procedures by Shentel’s independent registered public accounting firm. As a result, actual results may differ materially from the preliminary results shown above and will not be publicly available until Shentel reports its fourth quarter and full year 2020 results in late February 2021.

Conference Call and Webcast

Shentel will hold a conference call and webcast on February 3, 2021, at 8:00 a.m., Eastern time, to discuss the anticipated sale of Shentel Wireless, expected use of proceeds and Shentel’s financial outlook for 2021 with respect to its continuing operations. The webcast and related materials will be available on Shentel’s Investor Relations website at https://investor.shentel.com

Teleconference Information:

Dial-in number: (888) 695-7639

Password: 1039009

Audio Webcast: http://investor.shentel.com/

An audio replay of the call will be available approximately two hours after the call is complete, through March 3, 2021, by calling (855) 859-2056.

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