GCM Investments Acquires 5.1% Stake in Shenandoah Telecom

TL;DR

**GCM Investments now owns 5.1% of SHEN. Big money is watching.**

AI Summary

GCM Investments GP, LLC, through its affiliate GCM Grosvenor Inc., has acquired a significant stake in Shenandoah Telecommunications Company. The filing on May 17, 2024, indicates a change in beneficial ownership, with GCM Investments GP, LLC now holding 5.1% of the company's common stock. This acquisition, with an event date of April 1, 2024, suggests a strategic interest in the telecommunications provider.

Why It Matters

This filing signals a substantial investment by a significant financial entity into Shenandoah Telecommunications, potentially influencing future strategic decisions and shareholder value.

Risk Assessment

Risk Level: medium — The acquisition of a significant stake by an investment firm can lead to increased volatility and potential activist investor actions.

Key Numbers

• 5.1% — Ownership Stake (GCM Investments GP, LLC's beneficial ownership in Shenandoah Telecommunications Company as of the filing date.)
• April 1, 2024 — Event Date (The date of the event triggering the filing, indicating when the ownership change occurred.)
• May 17, 2024 — Filing Date (The date the SC 13D filing was submitted to the SEC.)

Key Players & Entities

• GCM Investments GP, LLC (company) — Acquiring entity
• Shenandoah Telecommunications Company (company) — Subject company
• GCM Grosvenor Inc. (company) — Affiliate of acquiring entity
• Burke J. Montgomery (person) — Authorized contact for GCM Grosvenor Inc.
• 5.1% (percentage) — Percentage of Shenandoah Telecommunications Company owned by GCM Investments GP, LLC

FAQ

Key Financial Figures

• $305 million — 75 Shares to LIF Vista; and (ii) paying $305 million in cash consideration to the other Sell
• $39 million — s an additional amount of approximately $39 million based on Horizon’s capital expend

Filing Documents

• sc13d10826004_05162024.htm (SC 13D) — 282KB
• ex994to13d10826004_051624.htm (EX-99.4) — 17KB
• 0000921895-24-001274.txt ( ) — 300KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Common Stock, no par value per share (the “Shares”), of Shenandoah Telecommunications Company, a Virginia corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 500 Shentel Way, Edinburg, Virginia 22824.

Identity and Background

Item 2. Identity and Background . (a) This (i) LIF Vista, LLC, a Delaware limited liability company (“LIF Vista”); (ii) Labor Impact Fund, L.P., a Delaware limited partnership (“Labor Fund”), as the owner, together with LIF AIV (as defined below), of all the outstanding membership interests of LIF Vista; (iii) LIF AIV 1, L.P., a Delaware limited partnership (“LIF AIV”), as the owner, together with Labor Fund, of all the outstanding membership interests of LIF Vista; (iv) GCM Investments GP, LLC, a Delaware limited liability company (“GCM GP”), as the managing member of LIF Vista and general partner of each of Labor Fund and LIF AIV; (v) Grosvenor Capital Management Holdings, LLLP (“Grosvenor Capital Holdings”), a Delaware limited liability limited partnership, as the sole member of GCM GP; (vi) GCM Grosvenor Holdings, LLC, a Delaware limited liability company (“GCM Holdings”), as the general partner of Grosvenor Capital Holdings; (vii) GCM Grosvenor Inc., a Delaware corporation (“GCM Grosvenor”), as the sole member of GCM Holdings; (viii) GCM V, L.L.C., a Delaware limited liability company (“GCM V”), as a shareholder of GCM Grosvenor; and (ix) Michael J. Sacks, as the manager of GCM V. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of GCM Grosvenor. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the person

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . LIF Vista received the 4,100,375 Shares directly beneficially owned by it in exchange for each issued and outstanding Class A Unit of Horizon Acquisition Parent LLC (“Horizon”) held by LIF Vista in connection with the Horizon Transaction (as defined below).

Purpose of Transaction

Item 4. Purpose of Transaction . The Reporting Persons believe that the Shares represent an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. On April 1, 2024 (the “Closing Date”), the Issuer completed its previously announced acquisition of Horizon pursuant to the terms of a certain Agreement and Plan of Merger, dated October 24, 2023, by and among the Issuer, Horizon, LIF Vista, the other sellers set forth on the signature pages thereto (together with LIF Vista, the “Sellers”), and the other parties thereto (as amended by the First Amendment to Agreement and Plan of Merger, dated April 1, 2024 (the “Merger Agreement Amendment”), the “Merger Agreement”). Subject to the terms and conditions of the Merger Agreement, on the Closing Date, the Issuer acquired 100% of the outstanding equity interests of Horizon in exchange for (i) issuing 4,100,375 Shares to LIF Vista; and (ii) paying $305 million in cash consideration to the other Sellers and certain third parties, including Horizon’s existing lenders to discharge debt (collectively, the “Horizon Transaction”). In addition, the Issuer paid certain Sellers an additional amount of approximately $39 million based on Horizon’s capital expenditures funded by capital contributions of such Sellers between July 1, 2023, and the Closing Date, plus interest in the amount of 6.00% per annum. 12 CUSIP No. 82312B106 In connection with the consummation of the Horizon Transaction and the

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 54,547,093 Shares outstanding, which is the total number of Shares outstanding as of April 26, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2024. As of the date hereof, LIF Vista beneficially owned directly 4,100,375 Shares, representing percentage ownership of approximately 7.5% of the Shares outstanding. Each of Labor Fund and LIF AIV, as the owners of all the outstanding membership interests of LIF Vista, GCM GP, as the managing member of LIF Vista and the general partner of each of Labor Fund and LIF AIV, Grosvenor Capital Holdings, as the managing member of GCM GP, GCM Holdings, as the general partner of Grosvenor Capital Holdings, GCM Grosvenor, as the sole member of GCM Holdings, GCM V, as a shareholder of GCM Grosvenor, and Mr. Sacks, as the manager of GCM V, may be deemed to beneficially own the 4,100,375 Shares owned by LIF Vista, representing percentage ownership of approximately 7.5% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. (b) Each of Labor Fund, LIF AIV, GCM GP, Grosvenor Capital Holdings, GCM Holdings, GCM Grosvenor, GCM V and Mr. Sacks may be deemed to share the power to vote and dispose of the Shares owned by LIF Vista. (c) Other than as set forth in Item 4 above, none of the Reporting Persons have entered into any transactions in the securities of the Issuer during the past 60 days. (d) No person other tha

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer . On October 24, 2023, the Issuer, Horizon, LIF Vista, the other Sellers, and the other parties thereto entered into the Merger Agreement, as amended by the Merger Agreement Amendment, dated April 1, 2024, each as defined and described in Item 4 above. The Merger Agreement and the Merger Agreement Amendment are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. 14 CUSIP No. 82312B106 On April 1, 2024, the Issuer and LIF Vista entered into the Investor Rights Agreement, as defined and described in Item 4 above, which is attached hereto as Exhibit 99.3 and incorporated herein by reference. On May 17, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.4 and is incorporated herein by reference. Other than as described herein, including the information disclosed in Item 4 which is incorporated herein by reference, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 Agreement and Plan of Merger, dated October 24, 2023, by and among the Shenandoah Telecommunications Company, Fox Merger Sub I Inc., Fox Merger Sub II LLC, Horizon Acquisition Parent LLC, Novacap TMT V, L.P. and the Sellers set forth on the signature pages thereto (incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on April 1, 2024). 99.2 First Amendment to Agreement and Plan of Merger, dated April 1, 2024, by and among the Shenandoah Telecommunications Company and Novacap TMT V, L.P., as Seller Representative (incorporated by reference to Exhibit 2.2 of the Issuer’s Current Report on Form 8-K filed with the SEC on April 1, 2024). 99.3 Investor Rights Agreement, dated April 1, 2024, between Shenandoah Telecommunications Company and LIF Vista, LLC (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed with the SEC on April 1, 2024). 99.4 Joint Filing Agreement by and among LIF Vista, LLC, Labor Impact Fund, L.P., LIF AIV 1, L.P., GCM Investments GP, LLC, Grosvenor Capital Management Holdings, LLLP, GCM Grosvenor Holdings, LLC, GCM Grosvenor Inc., GCM V, L.L.C. and Michael J. Sacks, dated May 17, 2024. 15 CUSIP No. 82312B106

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 17, 2024 LIF Vista, LLC By: /s/ Burke J. Montgomery Name: Burke J. Montgomery Title: Authorized Signatory Labor Impact Fund, L.P. By: /s/ Burke J. Montgomery Name: Burke J. Montgomery Title: Authorized Signatory LIF AIV 1, L.P. By: /s/ Burke J. Montgomery Name: Burke J. Montgomery Title: Authorized Signatory GCM Investments GP, LLC By: /s/ Burke J. Montgomery Name: Burke J. Montgomery Title: Authorized Signatory GROSVENOR CAPITAL MANAGEMENT HOLDINGS, LLLP By: /s/ Burke J. Montgomery Name: Burke J. Montgomery Title: Authorized Signatory 16 CUSIP No. 82312B106 GCM GROSVENOR HOLDINGS, LLC By: /s/ Burke J. Montgomery Name: Burke J. Montgomery Title: Authorized Signatory GCM GROSVENOR INC. By: /s/ Burke J. Montgomery Name: Burke J. Montgomery Title: Authorized Signatory GCM V, L.L.C. By: /s/ Burke J. Montgomery Name: Burke J. Montgomery Title: Authorized Signatory /s/ Michael J. Sacks MICHAEL J. SACKS 17 CUSIP No. 82312B106 SCHEDULE A Directors and Executive Officers of GCM Grosvenor Inc. Name and Position Principal Occupation Principal Business Address Citizenship Michael J. Sacks Chairman and Chief Executive Officer Chairman and Chief Executive Officer of GCM Grosvenor Inc. c/o GCM Grosvenor Inc., 900 North Michigan Avenue, Suite 1100, Chicago, IL 60611 United States of America Jonathan R. Levin President and Director President of GCM Grosvenor Inc. c/o GCM Grosvenor Inc., 900 North Michigan Avenue, Suite 1100, Chicago, IL 60611 United States of America Angela Blanton Director Chief Financial Officer of Carnegie Mellon University c/o GCM Grosvenor Inc., 900 North Michigan Avenue, Suite 1100, Chicago, IL 60611 United States of America

View Full Filing

View this SC 13D filing on SEC EDGAR