Subsequent Events	9 Months Ended
Sep. 30, 2024
Subsequent Events
Subsequent Events	Note 15. Subsequent Events Hurricane Milton On October 10, 2024, the Company’s network infrastructure in its Florida markets was impacted by Hurricane Milton. The Company has assessed the damage in the impacted areas and does not believe this will have a material impact on the financial statements. The services to the impacted areas have been restored to approximately 96% of customers. Priority Credit Agreement On October 11, 2024, the Company entered into a new super-priority credit agreement with existing lenders and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the “Priority Credit Agreement”). The Priority Credit Agreement provides for (i) a $200 million super-priority “first out” new money term loan (the “First Out TL”), (ii) a super-senior “second out” term loan (the “Second Out TL”) and (iii) a super-senior “second out” revolving credit facility (the “Second Out RCF” and together with the First Out TL and Second Out TL, the “Super-senior Facility”). The Super-senior Facility is guaranteed by the same guarantors and collateral package as the Company’s existing credit facility, and also contains certain collateral and guarantee enhancements. The Super-senior Facility provides that term loan lenders under the existing Credit Agreement that fund their pro rata share of the new money First Out TL are entitled to exchange their existing term loans under the existing Credit Agreement into the Priority Credit Agreement, with 15% of such exchanged term loans to be included at par in the First Out TL (with such amounts incremental to the $200 million amount outstanding under the First Out TL) and 85% of the exchanged term loans at par into the Second Out TL. As of October 31, 2024, substantially all existing term loan lenders participated in the new money First Out TL, which resulted in an aggregate First Out TL of $306.4 million (exclusive of PIK fees) and a Second Out TL of approximately $602.7 million. In addition, to the extent that the Company’s revolving lenders under the existing Credit Facility agree to provide covenant relief with respect to the springing leverage ratio under the existing Credit Agreement, such revolving lenders are entitled to exchange their revolving commitments at par into the Second Out RCF prior to November 1, 2024. The First Out TL matures in December 2028 (subject to a springing maturity of 91 days prior to the maturity of the revolving facility under the existing Credit Agreement) and bears interest at a rate equal to SOFR plus 7.00%. In addition, the First Out TL contains capacity for an incremental $125 million which may not be incurred prior to the first anniversary of the closing date of the Priority Credit Agreement. The Second Out TL matures in December 2028, and bears interest at a rate equal to SOFR plus 3.00%. The Second Out RCF matures in December 2026 and initially bears interest at a rate equal to SOFR plus 2.75% (subject to adjustment based on a grid). Both the First Out TL and Second Out TL require amortization payments of 1.0% per annum. The Super-senior Facility contains certain (a) restrictive covenants, including, but not limited to, restrictions on the entry into burdensome agreements, the prohibition of the incurrence of certain indebtedness, restrictions on the ability to make certain payments and to enter into certain merger, consolidation, asset sale and affiliate transactions, and (b) a springing secured net leverage ratio for the benefit only of the Second Out RCF lenders. The Priority Credit Agreement also contains representations and warranties, affirmative covenants and events of default customary for an agreement of its type. As is customary, certain events of default could result in an acceleration of the Company’s obligations under the Priority Credit Agreement. In connection with the foregoing, the Company (i) amended its existing Credit Agreement with the lenders and Morgan Stanley Senior Funding, Inc. to provide for certain waivers, releases and consents thereunder. Further, if the revolving lenders holding more than 50% of the outstanding revolving commitments under the existing Credit Agreement participate in the Super-senior Facility, the springing leverage covenant under the existing Credit Agreement will be eliminated. The obligations under the existing Credit Agreement are subordinated in right of payment to the obligations under the Priority Credit Agreement.

Subsequent Events

9 Months Ended

Sep. 30, 2024

Note 15. Subsequent Events

Hurricane Milton

On October 10, 2024, the Company’s network infrastructure in its Florida markets was impacted by Hurricane Milton. The Company has assessed the damage in the impacted areas and does not believe this will have a material impact on the financial statements. The services to the impacted areas have been restored to approximately 96% of customers.

Priority Credit Agreement

On October 11, 2024, the Company entered into a new super-priority credit agreement with existing lenders and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the “Priority Credit Agreement”). The Priority Credit Agreement provides for (i) a $200 million super-priority “first out” new money term loan (the “First Out TL”), (ii) a super-senior “second out” term loan (the “Second Out TL”) and (iii) a super-senior “second out” revolving credit facility (the “Second Out RCF” and together with the First Out TL and Second Out TL, the “Super-senior Facility”). The Super-senior Facility is guaranteed by the same guarantors and collateral package as the Company’s existing credit facility, and also contains certain collateral and guarantee enhancements.

The Super-senior Facility provides that term loan lenders under the existing Credit Agreement that fund their pro rata share of the new money First Out TL are entitled to exchange their existing term loans under the existing Credit Agreement into the Priority Credit Agreement, with 15% of such exchanged term loans to be included at par in the First Out TL (with such amounts incremental to the $200 million amount outstanding under the First Out TL) and 85% of the exchanged term loans at par into the Second Out TL. As of October 31, 2024, substantially all existing term loan lenders participated in the new money First Out TL, which resulted in an aggregate First Out TL of $306.4 million (exclusive of PIK fees) and a Second Out TL of approximately $602.7 million. In addition, to the extent that the Company’s revolving lenders under the existing Credit Facility agree to provide covenant relief with respect to the springing leverage ratio under the existing Credit Agreement, such revolving lenders are entitled to exchange their revolving commitments at par into the Second Out RCF prior to November 1, 2024.

The First Out TL matures in December 2028 (subject to a springing maturity of 91 days prior to the maturity of the revolving facility under the existing Credit Agreement) and bears interest at a rate equal to SOFR plus 7.00%. In addition, the First Out TL contains capacity for an incremental $125 million which may not be incurred prior to the first anniversary of the closing date of the Priority Credit Agreement. The Second Out TL matures in December 2028, and bears interest at a rate equal to SOFR plus 3.00%. The Second Out RCF matures in December 2026 and initially bears interest at a rate equal to SOFR plus 2.75% (subject to adjustment based on a grid). Both the First Out TL and Second Out TL require amortization payments of 1.0% per annum. The Super-senior Facility contains certain (a) restrictive covenants, including, but not limited to, restrictions on the entry into burdensome agreements, the prohibition of the incurrence of certain indebtedness, restrictions on the ability to make certain payments and to enter into certain merger, consolidation, asset sale and affiliate transactions, and (b) a springing secured net leverage ratio for the benefit only of the Second Out RCF lenders. The Priority Credit Agreement also contains representations and warranties, affirmative covenants and events of default customary for an agreement of its type. As is customary, certain events of default could result in an acceleration of the Company’s obligations under the Priority Credit Agreement.

In connection with the foregoing, the Company (i) amended its existing Credit Agreement with the lenders and Morgan Stanley Senior Funding, Inc. to provide for certain waivers, releases and consents thereunder. Further, if the revolving lenders holding more than 50% of the outstanding revolving commitments under the existing Credit Agreement participate in the Super-senior Facility, the springing leverage covenant under the existing Credit Agreement will be eliminated. The obligations under the existing Credit Agreement are subordinated in right of payment to the obligations under the Priority Credit Agreement.