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NTLS > SEC Filings for NTLS > Form 8-K on 25-Nov-2013All Recent SEC Filings

Show all filings for NTELOS HOLDINGS CORP



Entry into a Material Definitive Agreement, Financial Statements and Exhibit

Item 1.01 Entry into a Material Definitive Agreement.

On November 21, 2013, NTELOS Holdings Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company, UBS Securities LLC, as underwriter (the "Underwriter"), and the selling stockholders named in the Underwriting Agreement (the "Selling Stockholders"), pursuant to which the Selling Stockholders agreed to sell 1,500,000 shares (the "Offering Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), to the Underwriter at a price of $20.96 per share (the "Offering"). The Offering is expected to close on November 27, 2013, subject to the satisfaction of customary closing conditions. The Company is not selling any shares in the Offering and will not receive any proceeds from the Offering.

The Offering is being made pursuant to a prospectus supplement, dated November 21, 2013, to the prospectus, included in the Company's registration statement on Form S-3 (File No. 333-182343), which was filed with the Securities and Exchange Commission (the "Commission") on June 26, 2012, amended on August 1, 2012 and declared effective on August 3, 2012.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Offering Shares by the Selling Stockholders to the Underwriter, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

The foregoing summary of the material terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

  No.                                     Description

1.1          Underwriting Agreement, dated November 21, 2013, by and among the
             Company, the Underwriter and the Selling Stockholders

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