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

February 11, 2022

Date of report (Date of earliest event reported)

NUVERA COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-3024	41-0440990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27 North Minnesota Street

New Ulm, MN 56073

(Address of principal executive offices, including zip code)

(507) 354-4111

(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None

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 (see General Instruction A.2):

[ ] 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))

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 (§230.12b-2 of this chapter).        Emerging growth company     Yes ☐

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.   ☐

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Item 8.01 Other Events

Repurchase of Nuvera Stock

In two transactions that closed on February 25, 2022 and February 28, 2022, Nuvera Communications, Inc. (the “Company” or “Nuvera“) purchased 75,000 shares each from two shareholders, for a total of 150,000 shares at a price of $21.25 per share for a total purchase price of $3,187,500. The shares were purchased pursuant to a privately negotiated purchase agreement between Nuvera and the shareholders (The “Stock Purchase”).

The Stock Purchase was authorized by the Nuvera board of directors.

In May 2019, Nuvera announced it had adopted a stock repurchase plan that authorized it to purchase up to $4.0 million worth of Nuvera common stock in market transactions or in privately negotiated transactions through December 31, 2021. Of the $4.0 million in share purchases authorized under the stock repurchase program, Nuvera purchased approximately $500,000 through December 31, 2021, when the program ended. The Company’s Form 10-K for the year ended December 31, 2021 will report all purchases that occurred during the quarter ended December 31, 2021.

Consent of CoBank, ACB

As previously disclosed, the Company has entered into a Second Amended and Restated Master Loan Agreement, as amended, with CoBank, ACB (“CoBank Credit Facility”).  Any purchases by Nuvera of its common stock that exceed the amount allowed under the CoBank Credit Facility require the consent of CoBank.

On February 11, 2022, the Company and CoBank entered into a Consent Letter that, among other things, permitted the Company to proceed with the Stock Purchase. The foregoing description of the Consent Letter does not report to be complete and is qualified in its entirety by reference to the full text of the Consent Letter, which is attached to this report as Exhibit 10.1, and incorporated by reference into this Item 8.01.

Section 9 - Financial Statements and Exhibits

d) Exhibits   Description

Exhibit	Description
Exhibit 10.1	Consent Letter dated February 11, 2022 between CoBank, ACE and Nuvera Communications, Inc.

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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 hereunto duly authorized.

Date:  March 2, 2022	Nuvera Communications, Inc.
	By:	/s/Curtis Kawlewski
		Curtis Kawlewski
	Its:	Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

February11, 2022

Nuvera Communications, Inc.400SecondStreet North
P.O.Box697
NewUlm,Minnesota56073
Attn:GlennZerbeandCurtKawlewski

Re: Consent

LadiesandGentlemen:

Reference is made to that certain Second Amended and Restated Master LoanAgreement, dated as of July 31, 2018, by and between Nuvera Communications, Inc., aMinnesotacorporation(the“Borrower”)and CoBank,ACB,(“CoBank”)(asthesamehasbeenandmaybefurtheramended,modified,supplemented,extendedorrestatedfromtimeto time, the “MLA”) as supplemented by that certain Fourth Supplement to the SecondAmended and Restated Master Loan Agreement, dated as of July 31, 2018 (as the samehasbeenandmaybefurtheramended,modified,supplemented,extendedorrestatedfromtimetotime,the“FourthSupplement”)andbythatcertainFifthSupplementtotheSecondAmended Restated Master Loan Agreement, dated as of July 31, 2018 (as the same hasbeenandmaybefurtheramended,modified,supplemented,extendedorrestatedfromtimetotime,the“FifthSupplement”;theMLAassupplementedbytheFourthSupplementandthe Fifth Supplement, and as the same may be further amended, restated or otherwisemodifiedfromtimetotime,the“LoanAgreement”).CapitalizedtermsusedhereinbutnototherwisedefinedhereinshallhavethemeaningassignedsuchtermsintheLoanAgreement.

Consent

Pursuant to Subsection 9(I) of the MLA, the Borrower is not permitted to retire,redeem, purchase or otherwise acquire for value any capital stock or other ownershipinterest in an aggregate amount in excess of $2,700,000 in any fiscal year, subject to therequirementthattheBorrower’sTotalLeverageRatiobelessthan2.00:1.00.TheBorrowerhasadvisedCoBankthatitwishestorepurchaseaportionofadeceasedshareholder’sstockintheamountof150,000shares,forapurchasepriceinanamountnottoexceed $3,300,000(the“Shares”).TheBorrowerhasrequestedtheCoBankconsenttothepurchaseoftheShares.

In reliance on the representations, warranties and agreements provided and madeby the Borrower to CoBank in this letter agreement and in connection with the request forthis consent, upon the effectiveness of this letter agreement CoBank consents to therepurchaseoftheShares.
 

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General

Except as expressly provided by this letter agreement, the terms and provisions oftheLoanAgreementandtheotherLoanDocumentsareherebyratifiedandconfirmedandshallcontinueinfullforceandeffect.Byagreeingtothisletteragreementasacknowledgedbelow,theBorrowerherebycertifiesandwarrantstoCoBankthateachofitsrepresentations and warranties contained in the Loan Agreement and the other LoanDocumentstowhicheachisapartyaretrueandcorrectasoftheeffectivedateofthisletteragreement, including that no Event of Default exists, with the same effect as though madeonsucheffectivedate(excepttotheextentanysuchrepresentationorwarrantyisexpresslystated to have been made as of a specific date, in which case such representations orwarranty shall be true and correct as of such specified date). The consent contained hereinshall not constitute a course of dealing between the Borrower and CoBank, shall notconstitute a waiver, extension or forbearance of any Potential Default or Event of Default,now or hereafter arising, or an amendment of any provision of the Loan Agreement or theother Loan Documents, in each case except as expressly provided herein.The consentprovidedhereinshallbeeffectiveonlyuponreceiptbyCoBankofanexecutioncounterpartof this letter agreement signed by the Borrower and CoBank, and is conditioned upon thecorrectness of all representations and warranties made by the Borrower. The Borroweragrees to pay to CoBank, on demand, all out-of-pocket costs and expenses incurred by theCoBank,including,withoutlimitation,thereasonablefeesandexpensesofcounselretainedbyCoBank,inconnectionwiththenegotiation,preparation,executionanddelivery of this letter agreement and all other instruments and documents contemplatedhereby. This letter agreement shall be governed by, construed and enforced in accordancewith all provisions of the Loan Agreement, including choice of law provisions, and maybe executed in any number of counterparts and by the different parties hereto on separatecounterparts, each of which shall be deemed an original, but all such counterparts shallconstitute one and the same agreement.Delivery of an executed counterpart signature ofthisletteragreementbyfacsimileorbyemail transmissionofa“pdf”orsimilarcopyshallbe equally effective as delivery of an original counterpart of this letter agreement.Anypartydeliveringanexecutedcounterpartsignaturepagetothisletteragreementbyfacsimile or by e-mail transmission shall also deliver an executed counterpart of this letteragreement but the failure to deliver an original executed counterpart shall not affect thevalidity,enforceabilityorbindingeffect ofthis letteragreement.

Reaffirmation

By its execution hereof, each of (i) Peoples Telephone Company (“PTC”), (ii)WesternTelephoneCompany(“WTC”),(iii)HutchinsonTelephoneCompany(“HutchinsonTelephone”),(iv)HutchinsonTelecommunications,Inc.(“HutchinsonTelecom”), (v) Hutchinson Cellular, Inc. (“Hutchinson Cellular”), (vi) Tech Trends, Inc.(“TechTrends”),(vii)SleepyEyeTelephoneCompany(“SleepEye”)and(viii)Scott-RiceTelephone Co. (“SRT” and, together with each entity listed in clauses (i) through (vii),collectively, the “Guarantors” and each, individually, a “Guarantor”) hereby consents andagreestothetermsandprovisionsofthisletteragreementandrepresentsandwarrantsthateach of (i) the Second Amended and Restated Continuing Guaranty, dated as of July 31,2018(asthesamehasbeenandmaybefurtheramendedfromtimetotime),towhicheach

Guarantor is a party, and (ii) the Second Amended and Restated Pledge and SecurityAgreement, dated as of July 31, 2018 (as the same has been and may be further amendedfrom time to time), to which such Guarantor is a party, in each case remains in full forceand effect and continues to be the legal, valid and binding obligation of it enforceableagainst it in accordance with its terms, and the obligations secured by such documentsincludeanyandallobligationsoftheBorrowertoCoBankunderthe LoanAgreement.

[Signaturesfollow onnextpage.]

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Acknowledged andagreedto:

NUVERACOMMUNICATIONS,INC.,

as theBorrower

	Glenn Zerbe
By:	Glenn Zerbe (Feb 11, 2022 09:49 CST)
	Name: Glenn Zerbe
	Title: Chief Executive Officer

PEOPLES TELEPHONE COMPANY

WESTERN TELEPHONE COMPANY

HUTCHINSONTELEPHONECOMPANY

HUTCHINSON TELECOMMUNICATIONS, INC.

HUTCHINSONCELLULAR,INC.

TECHTRENDS,INC.

SLEEPY EYE TELEPHONE COMPANY

SCOTT-RICETELEPHONE CO.,

each asaGuarantor

	Glenn Zerbe
By:	Glenn Zerbe (Feb 11, 2022 09:49 CST)
	Name: Glenn Zerbe
	Title: Chief Executive Officer

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XML

Document And Entity Information	Feb. 11, 2022
Document Information Line Items
Entity Registrant Name	NUVERA COMMUNICATIONS, INC.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000071557
Document Period End Date	Feb. 11, 2022
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	MN
Entity File Number	0-3024
Entity Tax Identification Number	41-0440990
Entity Address, Address Line One	27 North Minnesota Street
Entity Address, City or Town	New Ulm
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	56073
City Area Code	507
Local Phone Number	354-4111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false