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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.