UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2020
Anterix Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36827 |
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33-0745043 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of incorporation) |
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Identification No.) |
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3 Garret Mountain Plaza Suite 401 Woodland Park, NJ |
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07424 |
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(Address of principal executive offices) |
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(Zip Code) |
(973) 771-0300
Registrant’s telephone number, including area code
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading symbol |
Name of Each Exchange on which registered |
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Common Stock, $0.0001 par value |
ATEX |
The Nasdaq Stock Market LLC |
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Ameren Lease Agreements
On December 21, 2020, Anterix Inc. (the “Company”) and Ameren Corporation (“Ameren”) announced that they have entered into long-term 900 MHz broadband spectrum lease agreements (the “Lease Agreements”) covering Ameren’s service territories for thirty (30) years. These Lease Agreements enable Ameren’s deployment of a private LTE network to support its digital transformation to deliver benefits for millions of Ameren customers in Illinois and Missouri.
Investor Conference Call and Factsheet
On December 21, 2020, the Company also issued a press release (the “Investor Call Release”) announcing that it will hold a conference call on Monday, December 21, 2020 at 9:00 a.m. Eastern Time to discuss the Lease Agreements and to provide a corporate update. To participate in the conference call, please dial +1-888-267-2845 and use the conference code: 852444. A replay of the conference call will be available on the Investor Relations page of its website at www.anterix.com/events/.
The Investor Call Release also announces that it has posted an Ameren Contract Factsheet (the “Factsheet”) containing the additional information regarding the terms of the Lease Agreements on the Investor Relations page of its website at www.anterix.com/events.
Copies of the Lease Agreements Release, the Investor Call Release and the Factsheet are being filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K and are incorporated herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Item
Item
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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Anterix Inc. |
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Date: December 21, 2020 |
/s/ Gena L. Ashe |
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Gena L. Ashe |
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General Counsel and Corporate Secretary |
Ameren Signs Long-Term 900 MHz Spectrum Leases for Illinois & Missouri Service Territories
Spectrum Leases Validate Utility Need for 900 MHz Private LTE Networks
Woodland Park, NJ – December 21, 2020—Anterix (NASDAQ: ATEX) today announced its first long-term 900 MHz broadband spectrum lease agreements, covering Ameren Corporation's (“Ameren”) service territories for 30 years. These agreements enable Ameren’s deployment of a private LTE network to support its digital transformation to deliver benefits for millions of Ameren customers in Illinois and Missouri. Ameren will enjoy the scale, security, and innovation benefits that the global LTE ecosystem provides, while simultaneously maintaining control of its own private communications capabilities with licensed spectrum.
“Today’s announcement officially launches the utility industry’s capturing of the tremendous benefits of 900 MHz private LTE, a foundational element of a reliable and secure electric grid,” said Anterix President & CEO Rob Schwartz. “As Anterix continues to collaborate with the fantastic team at Ameren to help achieve their broadband vision beyond these milestone agreements, we believe this partnership will also drive the utility sector’s collective adoption of 900 MHz private LTE.”
“We see 900 MHz private LTE as a vital component of our digitization strategy to support a wide range of benefits to Ameren and its customers, allowing for the eventual consolidation of over 20 of our legacy networks onto one platform,” said Bhavani Amirthalingam, Senior Vice President and Chief Digital Information Officer for Ameren. “Anterix has been a valuable partner in our pursuit of the critical communications layer of our digital grid. Over the next several decades, this private LTE network will advance the reliability and security of the electric grid through a range of broadband-enabled applications and services, including the integration of distributed energy resources to help us meet our net-zero carbon emissions goal by 2050.”
Recognizing the scarcity of the spectrum asset, Ameren was an early advocate for regulatory changes by the FCC that would enable broadband services in the 900 MHz spectrum band and is a founding member, along with Anterix, of the Utility Broadband Alliance. Ameren piloted multiple use cases, and after a successful outcome, elected to execute these agreements. Following Ameren’s lead, numerous additional utilities are working with Anterix to explore 900 MHz private LTE opportunities.
The agreements are subject to customary terms and conditions, including board approvals as well as the conversion of Anterix’s spectrum into broadband licenses in Ameren’s service territories. For additional information regarding the terms of the lease agreements between Ameren and Anterix, please visit the Investor Relations page of the Anterix website at anterix.com/investors/.
About Anterix
At Anterix (NASDAQ: ATEX), we are focused on delivering transformative broadband that enables the modernization of critical infrastructure for the energy, transportation, logistics and other sectors of our economy. As the largest holder of licensed spectrum in the 900 MHz band, with nationwide coverage throughout the contiguous United States, Hawaii, Alaska and Puerto Rico, we are uniquely positioned to enable the private LTE broadband solutions that support secure, resilient and customer-controlled operations.
About Ameren Corporation
St. Louis-based Ameren Corporation powers the quality of life for 2.4 million electric customers and more than 900,000 natural gas customers in a 64,000-square-mile area through its Ameren Missouri and Ameren Illinois rate-regulated utility subsidiaries. Ameren Illinois provides electric transmission and distribution service and natural gas distribution service. Ameren Missouri provides electric service generation, transmission and distribution services, as well as, natural gas distribution service. Ameren Transmission Company of Illinois develops, owns and operates rate-regulated electric transmission projects. For more information, visit Ameren.com, or follow us on Twitter at @AmerenCorp, Facebook.com/AmerenCorp, or LinkedIn.com/company/Ameren.
Forward-looking Statements
Any statements contained in this press release that do not describe historical facts are forward-looking statements as defined under the Federal securities laws. These forward-looking statements include statements regarding: (i) the Company’s ability to qualify for and obtain broadband licenses pursuant to the terms of the Report & Order, (ii) the Ameren Board of Directors will approve the lease agreements, and (iii) the demand by other utilities and critical infrastructure enterprises to enter into long-term lease arrangements for the Company’s spectrum assets and to deploy broadband LTE networks and solutions. Any such forward-looking statements are based on the Company’s current expectations and are subject to a number of risks and uncertainties that could cause its actual future results to differ materially from its current expectations or those implied by the forward-looking statements, including: (i) Ameren Board of Directors may not approve the lease agreement; (ii) the Company may not be able to obtain broadband licenses on favorable terms and on a timely basis, or at all; (iii) the Company may not be successful in commercializing its spectrum assets to its targeted critical infrastructure and enterprise customers; (iv) the Company has no operating history with its proposed business plan, which makes it difficult to evaluate its prospects and future financial results; and (v) the ongoing coronavirus outbreak could adversely
impact the Company’s business, including its broadband licensing and commercialization efforts. These risks and uncertainties and other factors that may affect the Company’s future results of operations are identified and described in more detail in its filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended March 31, 2020, filed with the SEC on May 28, 2020. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances, or to reflect the occurrence of unanticipated events.
Contact
Anterix
Natasha Vecchiarelli
Director of Investor Relations & Corporate Communications
973-531-4397
Hill+Knowlton Strategies
James Fuller
Executive Vice President
240-393-1369
NEWS RELEASE
Anterix To Hold Investor Conference Call Following First Contract Announcement
Woodland Park, NJ – December 21, 2020— Following the announcement of its first long-term 900 MHz broadband spectrum lease agreements covering Ameren Corporation's (“Ameren”) service territories, Anterix (NASDAQ: ATEX) will hold an investor conference call today, December 21, 2020, at 9:00 am ET to discuss the transaction. Interested parties can participate in the call by dialing 888-267-2845 and using the conference code 852444. A replay of the call will be accessible on the Investor Relations section of Anterix’s website at https://www.anterix.com/events/.
For additional information regarding the terms of the lease agreements between Ameren and Anterix, please visit the Investor Relations page of the Anterix website at https://anterix.com/investors/ and reference the Ameren Contract Factsheet.
About Anterix
At Anterix (NASDAQ: ATEX), we are focused on delivering transformative private broadband that enables the modernization of critical infrastructure for the energy, transportation, logistics and other sectors of our economy. As the largest holder of licensed spectrum in the 900 MHz band, with nationwide coverage throughout the contiguous United States, Hawaii, Alaska and Puerto Rico, we are uniquely positioned to enable the private LTE solutions that support secure, resilient and customer-controlled operations.
Contacts
Natasha Vecchiarelli
Director of Investor Relations & Corporate Communications
973-531-4397
nvecchiarelli@anterix.com
Exhibit 99.3
To our shareholders:
Today Ameren and Anterix announced the signing of definitive agreements for the long-term lease of 900 MHz broadband spectrum. The spectrum lease agreements will enable Ameren to deploy a private LTE network that will provide critical broadband communications capabilities for its service territories in Missouri and Illinois covering approximately 7.5 million people, and will serve as an accelerator to Ameren’s digital transformation.
Key elements and impacts of the Ameren spectrum lease agreements include:
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Exclusive use of 6 MHz of broadband spectrum: 936.5 - 939.5 MHz paired with 897.5 - 900.5 MHz. |
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Delivery of the broadband spectrum by county, commencing in June 2021. In anticipation of these contracts, Anterix has been proactively clearing incumbents out of the 900 MHz broadband segment in Ameren’s service territories. |
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A lease term of up to 40 years, consisting of an initial term of 30 years, with an option to extend the leases for one 10-year term for an additional payment. |
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Full payment of the initial 30-year term of the spectrum leases will be prepaid by 2026, with approximately 50% of the total prepayment paid by June 2021. The timing of these payments is subject to Anterix’s delivery of broadband spectrum licenses. |
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The scheduled prepayments for the 30-year initial term for the Missouri and Illinois spectrum leases total approximately $48 million dollars. |
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Anterix expects to recognize revenue from the Ameren Missouri and Ameren Illinois agreements commencing in fiscal year 2022. Upon spectrum delivery, revenue will be recognized as spectrum is delivered according to GAAP, based on straight line amortization over the life of the leases. |
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The Ameren spectrum lease agreements are consistent with Anterix’s long-term revenue projections, as the contracts represent fair market value of spectrum in the Ameren service territories. Spectrum fair market value historically varies by market with less densely populated areas valued lower than more densely populated areas. |
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The agreements are subject to customary approval terms and conditions, including the
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approval by both companies’ Board of Directors. |
Forward-looking Statements
Any statements contained in this fact sheet that do not describe historical facts are forward-looking statements as defined under the Federal securities laws. These forward-looking statements include statements regarding: (i) the Company’s ability to qualify for and obtain broadband licenses pursuant to the terms of the Report & Order, (ii) the Ameren Board of Directors will approve the lease agreements, (iii) the estimated timing of the delivery of spectrum and the receipt of payments under the lease agreements and (iv) the demand by utilities and critical infrastructure enterprises to enter into long-term lease arrangements for the Company’s spectrum assets and to deploy broadband LTE networks and solutions. Any such forward-looking statements are based on the Company’s current expectations and are subject to a number of risks and uncertainties that could cause its actual future results to differ materially from its current expectations or those implied by the forward-looking statements, including: (i) Ameren Board of Directors may not approve the lease agreements; (ii) the Company may not be able to obtain broadband licenses on favorable terms and on a timely basis, or at all; (iii) the Company may not be successful in commercializing its spectrum assets to its targeted critical infrastructure and enterprise customers; (iv) the Company has no operating history with its proposed business plan, which makes it difficult to evaluate its prospects and future financial results; and (v) the ongoing coronavirus outbreak could adversely impact the Company’s business, including its broadband licensing and commercialization efforts. These risks and uncertainties and other factors that may affect the Company’s future results of operations are identified and described in more detail in its filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended March 31, 2020, filed with the SEC on May 28, 2020. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this fact sheet. Except as required by applicable law, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.