Item 7.01. Regulation FD Disclosure.
Exercise of Purchase Option for Shentel wireless telecommunications assets
As previously disclosed, Sprint PCS (specifically Sprint Spectrum L.P.) is party
to a variety of publicly filed agreements with Shenandoah Personal
Communications Company ("Shentel"), pursuant to which Shentel is the exclusive
provider of Sprint PCS's wireless mobility communications network products in
certain parts of Virginia, West Virginia, Kentucky, Ohio, and Pennsylvania that
are home to approximately 1.1 million subscribers, as reported by Shentel as of
June 30, 2020. Pursuant to one such agreement, the Sprint PCS Management
Agreement, dated November 5, 1999 (as amended, supplemented and modified from
time to time, the "Management Agreement"), Sprint PCS was granted an option to
purchase Shentel's wireless telecommunications assets. On August 26, 2020,
Sprint Corporation, an indirect subsidiary of T-Mobile US, Inc. ("T-Mobile"), on
behalf of and as the direct or indirect owner of Sprint PCS, exercised its
option by delivering a binding notice of exercise to Shentel.
The purchase price for the Shentel wireless telecommunications assets to be
purchased by Sprint will be determined through the appraisal process prescribed
in the Management Agreement.
Dispute with Shentel
Prior to Sprint exercising the call option described above, Shentel and T-Mobile
had been in discussions regarding the appraisal framework through which the
purchase price for Shentel's wireless telecommunications assets would be
determined if Sprint were to exercise its option. The parties were not able to
agree on certain terms for an effective appraisal of Shentel's wireless
telecommunications assets. On August 24, 2020, Shentel delivered to T-Mobile a
"Notice of Dispute" relating to the appraisal framework items discussed by the
parties and other contractual terms related to Sprint's acquisition of Shentel's
wireless telecommunications assets. Issuance of the Notice of Dispute by Shentel
triggers a dispute resolution process set out in the Management Agreement that
may lead the parties to extend or otherwise adjust the timeline for the
appraisal process and purchase of Shentel's wireless telecommunications assets.
Should the parties fail to resolve a dispute within 60 days following delivery
of the Notice of Dispute, either party may pursue other remedies, as permitted
by the Management Agreement. The appraisal process could be subject to various
other legal challenges that may also extend or affect the timeline contained in
the Management Agreement.
The information contained in Item 7.01 shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
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