8-K

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): January 25, 2023

STARRY GROUP HOLDINGS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-41336	87-4759355
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
38 Chauncy Street, Suite 200 Boston, MA		02111
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 861-8300

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)
☐	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company 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 1.02 Termination of a Material Definitive Agreement.

On January 25, 2023, Starry, Inc. (the “Company” or “Starry”), a wholly-owned subsidiary of Starry Group Holdings, Inc., entered into a Mutual Termination Agreement with AEP Ventures, LLC (“AEP”) pursuant to which the Company and AEP mutually agreed to terminate the Amended and Restated Strategic Alliance Agreement, dated September 14, 2021, as amended, and related agreements previously entered into between the parties relating to the joint deployment of Starry’s internet service in Columbus, Ohio.

Pursuant to the terms of the Mutual Termination Agreement, AEP will be responsible for the termination of leases for vertical asset sites and fiber licenses, and Starry will be responsible for removal of certain equipment and related materials from each site covered by such leases and licenses. Starry agrees to indemnify AEP for any claims or losses arising from Starry’s removal of the equipment or its failure to remove the equipment before the relevant termination date. The Mutual Termination Agreement further provides that certain equipment lease agreements will terminate concurrently with termination of the leases and licenses. Starry is obligated to repurchase certain equipment previously acquired by AEP from Starry and pay to AEP the netted amount of invoices outstanding, for an aggregate total payment of approximately $6.2 million, which will be made in equal monthly installments beginning on July 1, 2023 and will continue until the total amount is paid, on or before July 1, 2025.

The foregoing description of the Mutual Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement. The Company expects to file a copy of the Mutual Termination Agreement as an exhibit to a future filing.

Item 7.01 Regulation FD Disclosure.

On January 31, 2023, the Company issued a press release regarding the termination. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.*

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated January 31, 2023*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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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 thereunto duly authorized.

	Starry Group Holdings, Inc.
Date: January 31, 2023	By:	/s/ Chaitanya Kanojia
		Name: Chaitanya Kanojia
		Title: Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

 

FOR IMMEDIATE RELEASE

PRESS RELEASE 01-23

Starry Announces Intention to Depart Columbus Market

Boston, Mass. (January 31, 2023) –Starry Group Holdings, Inc. (the “Company” or “Starry”), a licensed fixed wireless technology developer and internet service provider, today announced that it will leave the Columbus, Ohio market after mutual termination of its strategic alliance agreement with its local partner American Electric Power. Starry announced its intention to serve the market in June 2021 and successfully built its fixed wireless network to cover more than 350,000 homes. Starry’s decision to voluntarily leave the market is part of the company’s broader reorganization, as it focuses its resources and investment in its five core urban markets: Boston, New York City, Los Angeles, Denver and Washington, DC.

“Leaving the Columbus market was a difficult decision and one that we did not take lightly,” said Starry Chief Executive Officer, Chet Kanojia. “Every community deserves robust competition and choice among broadband providers and Starry’s goal was to bring a high-quality, affordable option to families across Columbus. I’m proud of what our team built and the impact we’ve made in neighborhoods across Columbus. However, our business is evolving, and given the challenging macroeconomic environment, we’ve had to make some hard choices. The decision to leave Columbus gives us the ability to continue to invest in our five core urban markets and further expand our footprint and customer base within those communities.”

Starry’s market impact included:

●The buildout of network coverage passing 350,000 homes in the Columbus metro area.

●Expansion of Starry’s digital equity program, Starry Connect to nearly 3,000 units of affordable housing in Columbus.

●Hosting more than 700 Affordable Connectivity Program (ACP) education and marketing events in Columbus and more than 600 drops of ACP education materials throughout the community.

Starry’s decommissioning of the market will begin in March and be completed in June. Current Starry subscribers will receive ample notification of their planned service cancellation and will be provided opportunities to switch to broadband providers serving their area. For more information about Starry’s discontinuation of service in Columbus, visit: starry.com/blog.

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About Starry Group Holdings, Inc.

At Starry, we believe the future is built on connectivity and that connecting people and communities to high-speed, broadband internet should be simple and affordable. Using our innovative, wideband hybrid-fiber fixed wireless technology, Starry is deploying gigabit capable broadband to the home without bundles, data caps, or long-term contracts. Starry is a different kind of internet service provider. We’re building a platform for the future by putting our customers first, protecting their privacy, ensuring access to an open and neutral net, and making affordable connectivity and digital equity a priority. Headquartered in Boston, Starry is currently available in Boston, New York City, Los Angeles, Washington, DC, and Denver. To learn more about Starry or to join our team and help us build a better internet, visit: https://starry.com.

Forward-Looking Statements

This press release includes statements that may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, express or implied forward-looking statements relating to our expectations regarding our strategy, competitive position and opportunities in the marketplace and our anticipated business and financial performance. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ materially from those expressed or implied include our limited remaining available cash, our ability to continue serving our customers in the five markets in which we operate, our ability to remain in compliance with and not in default under our credit facility, our potential inability to timely procure additional financing or other strategic options on favorable terms, or at all, our potential inability to realize the expected benefits of the announced reduction in force and other cost-cutting measures and the risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K and other filings with the SEC. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required under applicable securities laws.

Media Contact:

Mimi Ryals, Starry

mryals@starry.com

press@starry.com

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Entity Registrant Name	STARRY GROUP HOLDINGS, INC.
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Entity Address, Address Line One	38 Chauncy Street
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Entity Address, Postal Zip Code	02111
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