WAYNESBORO, Virginia – June 26, 2012 – NTELOS Holdings Corp. (“the Company,” NASDAQ: NTLS) announced that it has filed a shelf registration statement to replace its existing shelf registration statement filed with the Securities and Exchange Commission (“SEC”) in November 2010.
Upon the SEC declaring the registration statement effective, the Company will continue to be able to sell up to $300 million of its securities in primary offerings, which may consist of common stock, preferred stock, warrants or units. The new registration statement extends the period during which the Company may make such offerings until three years following the effective date.
The Company is also registering the shares owned by Quadrangle Capital Partners L.P. and affiliated entities (“Quadrangle Funds”) pursuant to registration rights agreed to in the shareholders agreement among the Company and the Quadrangle Funds. The Quadrangle Funds have informed the Company that they have no current intention to sell the shares that are being registered. The Quadrangle Funds will be able to sell up to 5.7 million shares of Company common stock they own in secondary offerings while the registration statement remains effective. The Company will not receive any proceeds from sales of shares of Company common stock by the Quadrangle Funds.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The registration statement is available without charge on the SEC’s website at www.sec.gov and may also be obtained from the Company, Attn: Investor Relations, 1154 Shenandoah Village Drive, Waynesboro, VA 22980. You are encouraged to carefully read the entire registration statement and documents incorporated therein by reference.
This press release is not an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
NTELOS Holdings Corp. (NASDAQ:NTLS, news, filings), operating through its subsidiaries as “nTelos Wireless,” is headquartered in Waynesboro, VA, and provides high-speed, dependable nationwide voice and data coverage for over 420,000 retail subscribers based in Virginia, West Virginia and portions of Maryland, North Carolina, Pennsylvania, Ohio and Kentucky. nTelos’s licensed territories have a total population of approximately 8 million residents, of which its wireless network covers approximately 5.9 million residents. nTelos is also the exclusive wholesale provider of network services to Sprint Nextel in the western Virginia and West Virginia portions of its territories for all Sprint CDMA wireless customers.
Any statements contained in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. The words “anticipates,” “believes,” “expects,” “intends,” “plans,” “estimates,” “targets,” “projects,” “should,” “may,” “will” and similar words and expressions are intended to identify forwardlooking statements. Such forward-looking statements reflect, among other things, our current expectations, plans and strategies, and anticipated financial results, all of which are subject to known and unknown risks, uncertainties and factors that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. Many of these risks are beyond our ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. We do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise. There are important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements. We advise the reader to review in detail the cautionary statements and risk factors included in our SEC filings, including our most recent Annual Report filed on Form 10-K.
Investor Relations Contacts: