Sec Form 13D Filing - ECP ControlCo LLC filing for - 2025-05-23

Item 4 of the Schedule 13D is amended and supplemented by the following: STANDSTILL WAIVER On May 21, 2025, ECP Management and the Issuer executed a waiver of certain standstill provisions in the Investment Agreement, dated as of October 24, 2023 (the "Investment Agreement"), by and among the Issuer, Shentel Broadband Holding, Inc., a direct, wholly owned subsidiary of the Issuer, ECP Fiber Holdings, LP, (the "ECP Investor"), and, solely for the purposes set forth therein, Hill City Holdings, LP, an affiliate of the ECP Investor. The ECP Investor is the indirect wholly owned subsidiary of certain investment funds managed by ECP Management (together with its affiliates, "ECP"). The Investment Agreement's standstill provision restricts ECP's ability to, among other things, acquire any additional shares of Common Stock so long as ECP beneficially owns at least 7.5% of Shentel's outstanding common stock. Pursuant to the limited waiver of the standstill (the "2025 Standstill Waiver"), ECP may now acquire up to 2,250,000 additional shares of Shentel's common stock, whether through open market purchases, privately negotiated transactions, or purchases pursuant to one or more written trading plans pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The 2025 Standstill Waiver expires on May 21, 2026. Other than the Standstill Waiver and the 2025 Standstill Waiver, there are no other changes to the Investment Agreement, which remains in full force and effect. The forgoing description of the 2025 Standstill Waiver does not purport to be complete and is qualified by reference to the full text of the 2025 Standstill Waiver, which is filed as an exhibit to this Schedule 13D, and incorporated herein by reference. GENERAL The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and they intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the terms of the Investment Agreement, as supplemented by the Standstill Waiver and 2025 Standstill Waiver, the Reporting Persons intend to acquire additional securities of the Issuer through open market purchases, in privately negotiated transactions, or pursuant to one or more written trading plans pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. In addition, the Reporting Persons and their affiliates may engage in discussions with management, the Board, other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. The information set forth herein is based on (i) 58,349,212 shares of Common Stock outstanding, which includes, (a) 54,857,145 shares of Common Stock outstanding as of April 24, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on April 30, 2025, and (b) 3,492,067 shares of Common Stock issuable upon exchange of 81,000 shares of Series A Preferred Stock held of record by the ECP Investor; and (ii) solely with respect to Hill City IP, Hill City Holdings GP, LLC Hill City, and ECP Management, 54,857,145 shares of Common Stock outstanding as of April 24, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on April 30, 2025. The securities reported herein include (i) 3,492,067 shares of Common Stock issuable upon exchange of 81,000 shares of Series A Preferred Stock held of record by the ECP Investor; (ii) 2,452,384 shares of Common Stock held of record by Hill City; and (iii) 4,751 shares of common stock held of record by ECP Management. ECP ControlCo, LLC is the managing member of Energy Capital Partners IV, LLC, which is the general partner of Energy Capital Partners GP IV, LP, which is the general partner of each of (i) Energy Capital Partners IV-A, LP, (ii) Energy Capital Partners IV-B, LP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP (the "Funds"). The Funds are the members of ECP Fiber Holdings GP, LLC, which is the general partner of the ECP Investor. Energy Capital Partners GP IV, LP is the general partner of Hill City IP. Each of (i) Energy Capital Partners IV-A, LP, (ii) Hill City IP, (iii) Energy Capital Partners IV-C, LP, and (iv) Energy Capital Partners IV-D, LP are the members of Hill City Holdings GP, LLC, which is the general partner of Hill City. ECP ControlCo, LLC is controlled by its board of managers, which consists of Douglas Kimmelman, Peter Labbat, Tyler Reeder, Rahman D'Argenio, Raoul Hughes and Xavier Robert (together, the "ECP Managers"), all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo, LLC. As a result of the relationships described herein, each of the ECP Managers may be deemed to share beneficial ownership of the securities described herein. Each of them disclaims any such beneficial ownership. ECP Management is controlled by its business unit committee, which consists of Douglas Kimmelman, Peter Labbat, Tyler Reeder, Murray Karp, Raoul Hughes and Xavier Robert, all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP Management. As a result of these relationships, each of the foregoing individuals may be deemed to share beneficial ownership of the securities beneficially owned by ECP Management. Each of them disclaims any such beneficial ownership. By virtue of certain relationships among them, ECP ControlCo, LLC and ECP Management may be deemed a group under Section 13(d) of the Exchange Act. Each of them disclaims any such group membership.

The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

The Reporting Persons have not effected any transactions in the Issuer's Common Stock in the past 60 days.

None.

Not applicable.

Item 6 of the Schedule 13D is amended and supplemented by the following: Item 4 above summarizes certain provisions of the 2025 Standstill Waiver and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D, and is incorporated by reference herein. Except as set forth herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7 of the Schedule 13D is amended and supplemented by the following: Exhibit 4: Standstill Waiver, dated May 21, 2025.