SCHEDULE: ECP Boosts Shenandoah Telecom Stake to 11.6%

Energy Capital Partners and its affiliates have increased their beneficial ownership in Shenandoah Telecommunications Company to 11.6% through recent open-market purchases totaling $8.03 million.

Summary

• ECP ControlCo, LLC and its affiliated entities, including Energy Capital Partners IV, LLC, Energy Capital Partners GP IV, LP, and various Energy Capital Partners IV LPs, collectively beneficially own 6,774,728 shares of Shenandoah Telecommunications Company Common Stock, representing 11.6% of the class.
• This ownership includes 3,553,178 shares issuable upon exchange of 81,000 shares of Series A Preferred Stock held by the ECP Investor, 3,221,550 shares held by Hill City, and 4,751 shares held by ECP Management.
• Between June 6, 2025, and August 8, 2025, Hill City acquired an additional 565,813 shares of Common Stock through open-market transactions for approximately $8.03 million.
• The funds for these acquisitions were obtained through borrowings from Barclays Capital Inc., secured by a margin account.
• The acquisitions by Hill City were conducted under a 10b5-1 Trading Plan.

Sentiment

Score: 7

Explanation: The increased stake by a significant institutional investor like Energy Capital Partners, particularly through open-market purchases, generally signals confidence in the company's value or future prospects. However, the use of margin debt for these acquisitions introduces a degree of financial risk for the acquiring entity.

Positives

• Significant investment by Energy Capital Partners, a major institutional investor, indicating confidence in Shenandoah Telecommunications Company's value or future prospects.
• The acquisition of additional shares through open-market purchases suggests a belief in the company's current valuation or future potential.

Negatives

• The use of borrowings from Barclays Capital Inc. secured by a margin account for share acquisition introduces leverage and potential margin call risk for the acquiring entity.

Risks

• The reporting persons' use of margin debt for share acquisition exposes them to potential financial risk if the stock price declines, which could lead to margin calls.

Future Outlook

The filing does not provide specific forward-looking statements or guidance from the company or the reporting persons regarding the issuer's future performance or strategic direction, beyond the continued investment by the reporting persons.

Industry Context

This filing indicates continued investment by a private equity firm, Energy Capital Partners, in a telecommunications company, Shenandoah Telecommunications. This aligns with a broader industry trend of infrastructure-focused investment firms acquiring stakes in telecom assets, particularly those with fiber optic networks, given the increasing demand for high-speed data and connectivity.

Related Party Transactions

• 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 in turn is the general partner of several Energy Capital Partners IV LPs (Funds).
• The Funds are members of ECP Fiber Holdings GP, LLC, the general partner of the ECP Investor.
• Energy Capital Partners GP IV, LP is the general partner of Hill City IP.
• Various Energy Capital Partners IV LPs are members of Hill City Holdings GP, LLC, the general partner of Hill City.
• ECP ControlCo, LLC is controlled by its board of managers (Douglas Kimmelman, Peter Labbat, Tyler Reeder, Rahman D'Argenio, Raoul Hughes, Xavier Robert), who collectively share voting and dispositive power over ECP ControlCo's beneficially owned securities.
• ECP Management is controlled by its business unit board (Douglas Kimmelman, Peter Labbat, Tyler Reeder, Murray Karp, Raoul Hughes, Xavier Robert), who collectively share voting and dispositive power over ECP Management's beneficially owned securities.
• ECP ControlCo, LLC and ECP Management may be deemed a group under Section 13(d) of the Exchange Act due to their relationships, though they disclaim such group membership.

Stakeholder Impact

• Shareholders: The increased stake by a major institutional investor could be viewed positively, potentially signaling confidence in the company's long-term value. The use of margin debt by the acquiring entity introduces a potential, albeit indirect, risk if market conditions deteriorate significantly.

Next Steps

• The reporting persons undertake to provide, upon request by the SEC staff, the Issuer, or a security holder, full information regarding the number of shares purchased at each separate price for each transaction detailed in Annex A.

Key Dates

Recommendation

The filing indicates a significant institutional investor, Energy Capital Partners, has increased its stake in Shenandoah Telecommunications Company, suggesting a positive long-term view. However, the acquisition was partly financed by margin debt, which introduces leverage risk for the acquiring entity. While the increased ownership is a positive signal, the lack of new strategic initiatives or financial performance data in this specific filing means a 'hold' recommendation is prudent, awaiting further operational or strategic updates from the company itself.

Keywords

Shenandoah Telecommunications, SHEN, Energy Capital Partners, ECP, Schedule 13D, Beneficial Ownership, Telecom, Fiber, Investment, Institutional Investor, Open Market Purchase, Margin Loan