UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
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99.1 |
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104 |
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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.
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Starry Group Holdings, Inc. |
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Date: January 31, 2023 |
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By: |
/s/ Chaitanya Kanojia |
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Name: Chaitanya Kanojia |
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Title: Chief Executive Officer |
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