SHENANDOAH TELECOMMUNICATIONS CO/VA/SHEN
SHENANDOAH TELECOMMUNICATIONS CO/VA/ Debt Disclosure
Debt
Shentel’s outstanding long-term debt obligations as of December 31, 2025 and 2024 are as follows:
| (in thousands) | Interest Rates | December 31, 2025 | December 31, 2024 | ||||||||||||||
| Shentel Issuer Class A-2 Notes | 5.64% | $ | 489,142 | $ | — | ||||||||||||
| Shentel Issuer Class B Notes | 6.03% | 78,263 | — | ||||||||||||||
| Shentel Broadband RCF | Floating(1) | 75,000 | — | ||||||||||||||
| Shentel Broadband Term loan A-1 | Floating(1) | — | 144,451 | ||||||||||||||
| Shentel Broadband Term loan A-2 | Floating(1) | — | 148,506 | ||||||||||||||
| Shentel Broadband Term loan A-3 | Floating(1) | — | 125,000 | ||||||||||||||
| Total debt | 642,405 | 417,957 | |||||||||||||||
| Less: unamortized loan fees | (14,168) | (1,078) | |||||||||||||||
| Total debt, net of unamortized loan fees | $ | 628,237 | $ | 416,879 | |||||||||||||
(1) The RCF bears interest at one-month term SOFR plus a margin. The margin is variable and determined by the Company’s net leverage ratio. This interest rate was 6.19% at December 31, 2025. The term loans outstanding in the prior year bore interest at one-month term SOFR plus a margin. The margin was variable and determined by the Company’s net leverage ratio. The weighted-average interest rate was 6.42% as of December 31, 2024
Refinancing activities
Shentel Broadband, an indirect wholly owned subsidiary of Shentel, had a credit agreement which contained (i) a $150 million revolving credit facility (the “Revolver”) and $525 million in delayed draw amortizing term loans (the “Term Loans” and collectively with Revolver, the “Previous Credit Agreement”). On December 5, 2025, Shentel completed a refinancing of the Previous Credit Agreement which resulted in the issuance of the ABS Notes and the RCF loans and the repayment of the outstanding long-term debt obligation under the Previous Credit Agreement. The ABS Notes include $489.1 million and $78.3 million in borrowed Class A-2 Notes and Class B Notes, respectively. In connection with the same ABS Indenture, Shentel Issuer issued the VFN and the LFN which have undrawn borrowing commitments of $175.0 million and $25.0 million, respectively. As of December 31, 2025, the available capacity of the VFN was $44.3 million. The available capacity of the VFN will increase based on the secured fiber network revenue growth from the ABS Entities multiplied by (i) a margin as defined in the ABS Indenture and (ii) 6.25x multiple. Shentel Issuer may draw on the LFN solely for the purpose of funding amounts due and payable for certain Priority of Payments as defined in the ABS Indenture and when restricted cash funds required by ABS Indenture are insufficient. The RCF has a borrowing capacity of $175.0 million, of which Shentel initially borrowed $75.0 million. Shentel used a portion of the proceeds from the issuance of the ABS Notes and the RCF to settle the outstanding principal on the Company’s Previous Credit Agreement.
Shentel evaluated the repayment of principal on the Company’s Previous Credit Agreement and concluded that the majority of the repayment represented an extinguishment of the Previous Credit Agreements, resulting in a $1.2 million loss on extinguishment recorded in other income, net in the Company’s consolidated statements of operations. A portion of the Revolver that was refinanced via the proceeds of the RCF was deemed to represent an increase in borrowing capacity, as defined in ASC 470-50-40-21. Consequently, unamortized debt issuance costs related to this portion of the Revolver remained on Shentel’s balance sheet and will now be amortized over the life of the RCF.
In connection with the issuance of the ABS Notes and the RCF, the Company incurred debt issuance costs of $18.7 million. The debt issuance costs were allocated to the various tranches of the ABS Notes and the RCF based on the relative fair value of each tranche. Approximately $4.5 million of the debt issuance costs were allocated to undrawn portions of the ABS Notes and RCF and are consequently recorded in prepaid expenses and other and deferred charges and other assets on Shentel’s consolidated balance sheet.
Fair values
The carrying amounts of the Company’s long-term debt under the Previous Credit Agreements, which had floating interest rates, approximated their fair values. Similarly, the carrying amount amounts of the Company’s RCF, which has a floating interest rate, approximates its fair value. The fair values of Shentel’s the Class A-2 Notes and Class B Notes were as follows:
| (in thousands) | December 31, 2025 | ||||
| Shentel Issuer Class A-2 Notes | $ | 494,278 | |||
| Shentel Issuer Class B Notes | 77,676 | ||||
Commitment fees
Shentel is charged commitment fees on unutilized portions of its debt. The Company recorded $0.8 million, $0.9 million and $0.5 million related to these fees for the years ended December 31, 2025, 2024 and 2023, respectively, which are included in interest expense in the consolidated statements of operations.
Interest Expense
Shentel pays interest on a monthly basis. Interest expense recorded in Shentel’s consolidated statements of operations consisted of the following for the years ended:
| (in thousands) | 2025 | 2024 | 2023 | |||||||||||||||||
Interest expense | $ | 36,055 | $ | 24,415 | $ | 9,633 | ||||||||||||||
Less: capitalized interest | (10,681) | (8,518) | (5,421) | |||||||||||||||||
Interest expense, net of capitalized interest | $ | 25,374 | $ | 15,897 | $ | 4,212 | ||||||||||||||
Maturity dates and other information
Shentel Broadband’s debt includes various covenants, including total net leverage ratio and debt service coverage ratio financial covenants.
The ABS Notes have a contractually stated anticipated repayment date (“ARD”) of December 2030 with the exception of the VFN described below. The legal final maturity date of each class of the ABS Notes is in December 2055. If Shentel has not repaid or refinanced any of the ABS Notes prior to the relevant ARD, the ABS Indenture requires mandatory prepayment of Note principle on each payment date on a pro-rata basis based on the alphanumerical designation of each class of Notes and additional interest will be charged until the Notes are refinanced or fully redeemed. Amortization on Shentel Issuer’s ABS Notes could be required prior to ARD if Shentel Issuer’s debt service coverage ratio is below certain thresholds in the ABS Indenture.
Shentel Issuer has not made any borrowings under its VFN or LFN as of December 31, 2025. In the event borrowings are made in the future, the initial anticipated repayment date for the VFN is December 2029 which may be extended, at the option of Shentel, to December 2030, subject to the satisfaction of certain conditions. Amounts borrowed under the LFN do not have an anticipated repayment date and have a final maturity date of December 2055.
Shentel’s RCF matures on December 5, 2030. No principal payments on Shentel Broadband’s RCF are required prior to the final maturity date.
Shentel has executed letter of credit arrangements totaling $7.2 million that reduce the available balance of the RCF. The letter of credit arrangements were executed primarily pursuant to the requirements of the National Telecommunications and Information government grant program, discussed further in Note 15, Government Grants. These amounts are not considered borrowed, as no cash has been disbursed to Shentel or other parties.
The ABS Notes and the VFN are guaranteed by each ABS Asset Entity and the ABS Issuer’s parent, Shentel Guarantor LLC (each, a “Notes Guarantor”), and such guarantees and the ABS Notes are secured by security interests in the equity interests the ABS Issuer and substantially all of the assets of the ABS Issuer and the other ABS Entities. The ABS Entities are not in any way liable for the obligations of Shentel or its subsidiaries under Shentel’s other debt agreements. Likewise, Shentel and its non ABS Entities have no recourse to the loans of the ABS Entities.
The RCF is fully secured by a pledge and unconditional guarantee from substantially all of Shentel Broadband’s subsidiaries, excluding the ABS Entities. This provides the lenders a security interest in substantially all of the assets of the Company, excluding assets held by the ABS Entities.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Mar 15, 2018 | |
| 2016 | Mar 23, 2017 | |
| 2015 | Feb 26, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.