CUSIP No. 67020Q107

SCHEDULE 13D/A

Page 12 of 20

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Quadrangle NTELOS GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,791,898
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,791,898

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,791,898
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.6%
14	TYPE OF REPORTING PERSON   OO

 

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CUSIP No. 67020Q107

SCHEDULE 13D/A

Page 13 of 20

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Quadrangle NTELOS Holdings II LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,791,898
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,791,898

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,791,898
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   12.6%
14	TYPE OF REPORTING PERSON   PN

 

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This amendment No. 5 relates to the Schedule 13D filed by Quadrangle GP Investors LLC, Quadrangle GP Investors LP, Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners-A LP, QCP GP Investors II LLC, Quadrangle GP Investors II LP, Quadrangle (AIV2) Capital Partners II LP, Quadrangle Select Partners II LP, Quadrangle Capital Partners II-A LP, Quadrangle NTELOS GP LLC, and Quadrangle NTELOS Holdings II LP (collectively, the “Reporting Persons”) with the Securities and Exchange Commission on September 25, 2007, as amended (the “Schedule 13D”), relating to the common stock, par value $0.01 per share, of NTELOS Holdings Corp. Unless set forth below, all Items are unchanged from the Schedule 13D.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 4.    Purpose of Transaction

 

               Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

“On August 10, 2015, NTELOS Holdings Corp., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Shenandoah Telecommunications Company, a Virginia corporation (“Shentel”) and Gridiron Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Shentel (“Merger Sub”), pursuant to which, at the effective time of the Merger (as defined below), Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Shentel (the “Merger”).  Concurrently with the execution of the Merger Agreement, the Reporting Persons entered into a Voting Agreement  (the “Voting Agreement”) with Shentel and the Company, pursuant to which the Reporting Persons agreed to vote the shares of common stock, par value $0.01 per share, of the Company (the “Shares”) they beneficially own at any meeting of the stockholders of the Company (or to consent in connection with any written consent of stockholders of the Company) as follows: (i) in favor of the Merger, the adoption of the Merger Agreement and any other matters necessary for the consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against alternative transactions or actions that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement.  Pursuant to the Voting Agreement, each Reporting Person also granted its irrevocable (until the termination date of the Voting Agreement) proxy and attorney in fact to vote the Shares as described above. The Voting Agreement also restricts the Reporting Persons from selling or otherwise transferring their Shares or the voting power thereof prior to the termination of the Voting Agreement.  Further, to the extent any Reporting Person acquires any additional Shares or the power to direct the voting of any additional Shares, such Shares shall be subject to the provisions of the Voting Agreement. The Voting Agreement shall terminate upon the earliest of (a) the consummation of the Merger, (b) the termination of the Merger Agreement in accordance with its terms, (c) the filing of the Company’s Form 8-K announcing the voting results of the stockholders meeting at which the Merger Agreement was adopted by the Company’s stockholders and (d) written notice of termination of the Voting Agreement by Shentel to the Company and the Reporting Persons.”

Item 6. Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

“As further described in Item 4 hereof, on August 10, 2015, the Reporting Persons entered into the Voting Agreement with Shentel and the Company.  The description herein of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, filed as Exhibit A to this Schedule 13D.”

Item 7.   Material to be Filed as Exhibits.

Exhibit A: Voting Agreement, dated as of August 10, 2015, among Shenandoah Telecommunications Company, NTELOS Holdings Corp. and the stockholders party thereto (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by NTELOS Holdings Corp. with the SEC on August 11, 2015).

Exhibit B:  Joint Filing Agreement, dated as of August 12, 2015.