SHENANDOAH TELECOMMUNICATIONS CO/VA/ : Change in Directors or Principal Officers, Other Events (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

            Appointment of Certain Officers; Compensatory Arrangement of Certain
            Officers

On April 5, 2021, Shenandoah Telecommunications Company (“Shentel” or the
“Company”) announced that William L. Pirtle will be leaving the Company
effective August 2, 2021. Mr. Pirtle has served as the Company’s Senior Vice
President Sales and Marketing since January 2019 and has been an employee since
1992.

 Item 8.01. Other Events.

In its Annual Report on Form 10-K for the year ended December 31, 2020, the
Company disclosed that it expects to incur approximately $35.9 million of
certain one-time expenses during 2021, including severance costs, that would be
triggered by the consummation of the pending sale of its wireless assets and
certain liabilities (“Shentel Wireless“) to T-Mobile US, Inc. (“T-Mobile”),
which are presented as discontinued operations.

On April 5, 2021, the Company announced that it is implementing a workforce
reduction that is expected to result in the termination of approximately 340
employees, or 30% of the Company’s workforce. Approximately 90% of the
reductions are employees who support wireless operations and who will not
automatically transfer to T-Mobile as part of the pending Shentel Wireless sale.
Most of the employees impacted by the workforce reduction will exit the Company
in 2021 following the closing of the pending Shentel Wireless sale and any
required transition services. The closing of the Shentel Wireless sale is now
expected to occur in early third quarter 2021, subject to execution of the
definitive asset purchase agreement, customary closing conditions and required
regulatory approvals.

In connection with this workforce reduction, the Company will incur certain
termination expenses, to be settled in cash, with approximately $1.7 million
related to continuing operations and approximately $4.5 million related to
discontinued operations. The Company expects to incur a majority of these costs
during the third quarter of 2021. The workforce reduction is expected to
decrease the Company’s annualized run-rate operating expenses for continuing
operations by approximately $4 million.

This Current Report on Form 8-K contains forward-looking statements about
Shentel regarding, among other things, its business strategy, and its prospects.
These statements can be identified by the use of forward-looking terminology
such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,”
“could,” or “anticipates” or the negative or other variation of these or similar
words, or by discussions of strategy or risks and uncertainties. The
forward-looking statements are based upon management’s beliefs, assumptions and
current expectations and may include comments as to Shentel’s beliefs and
expectations as to future events and trends affecting its business that are
necessarily subject to uncertainties, many of which are outside Shentel’s
control. Although management believes that the expectations reflected in the
forward-looking statements are reasonable, forward-looking statements, including
with respect to consummating the sale of Shentel Wireless, expected employee
termination costs and expected expense savings, are not, and should not be
relied upon as, a guarantee of future performance or results, nor will they
necessarily prove to be accurate indications of the times at which such
performance or results will be achieved, and actual results may differ
materially from those contained in or implied by the forward-looking statements
as a result of various factors. For example, this Current Report on Form 8-K
discusses the anticipated sale of Shentel Wireless to T-Mobile, but Shentel and
T-Mobile have not yet entered into a definitive agreement with respect to the
anticipated transaction, and any such definitive agreement will be subject to
certain closing conditions, including receipt of certain required regulatory
approvals. As a result, there can be no assurance that Shentel and T-Mobile will
enter into such a definitive agreement or that the closing of the transactions
contemplated by any such definitive agreement will occur or will not be delayed.
A discussion of other factors that may cause actual results to differ from
management’s projections, forecasts, estimates and expectations is available in
Shentel’s filings with the Securities and Exchange Commission. Those factors may
include natural disasters, pandemics and outbreaks of contagious diseases and
other adverse public health developments, such as COVID-19, changes in general
economic conditions, increases in costs, changes in regulation and other
competitive factors. The forward-looking statements included are made only as of
the date of the statement. Shentel undertakes no obligation to revise or update
such statements to reflect current events or circumstances after the date
hereof, or to reflect the occurrence of unanticipated events, except as required
by law.

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