FALSE00013044923 Garret Mountain PlazaSuite 401Woodland ParkNJ00013044922023-04-212023-04-21

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): November 22, 2023
Anterix Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-36827 33-0745043
(State or other jurisdiction  (Commission File Number) (IRS Employer
of incorporation)   Identification No.)
3 Garret Mountain Plaza
Suite 401
Woodland Park, NJ
 07424
(Address of principal executive offices) (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:
Title of each classTrading symbolName of Each Exchange on which registered
Common Stock, $0.0001 par valueATEX The Nasdaq Stock Market LLC
   (NASDAQ Capital Market)
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.


On November 22, 2023, PDV Spectrum Holding Company, LLC, a wholly-owned subsidiary of Anterix Inc. (the “Company”), entered into an indefeasible right of use agreement with the Tampa Electric Company (“Tampa Electric”) under which Tampa Electric will obtain the right of use of the Company’s 900 MHz spectrum throughout Tampa Electric’s service territory in West Central Florida (the “Tampa Electric Agreement”).

The Company issued a press release announcing its entry into the Tampa Electric Agreement and posted a Fact Sheet (the “Fact Sheet”) containing additional information regarding the material terms of the LCRA Agreement on the Investor Relations page of its website at: www.investors.anterix.com.

A copy of the press release and Fact Sheet are being filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, respectively, and each is incorporated herein by reference. The information on or accessible through the Company’s website, other than the Fact Sheet, is not incorporated into this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
99.1
99.2
104Cover Page Interactive Data File (formatted as Inline XBRL)



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.
 Anterix Inc.
  
Date: November 27, 2023
/s/ Gena L. Ashe
 Gena L. Ashe
 Chief Legal Officer and Corporate Secretary



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INDUSTRY TECHNOLOGY LEADER TAMPA ELECTRIC JOINS THE PRIVATE LTE MOVEMENT WITH 900 MHz SPECTRUM AGREEMENT

WOODLAND PARK, NJ, November 27, 2023 — Anterix (NASDAQ: ATEX) announced today that Tampa Electric (“TECO”), a subsidiary of Emera Inc., has signed an agreement providing TECO the use of Anterix’s 900 MHz spectrum throughout the company’s service territory in West Central Florida. The agreement provides TECO dedicated use of the 900 MHz spectrum for 20 years, with two optional ten-year extensions.

“Tampa Electric is a recognized technological leader in the electric utility industry with a track record of innovation that truly sets it apart,” said Rob Schwartz, President & CEO of Anterix. “We’re excited to have TECO join the growing list of utilities, as well as the more than 100 technology companies that comprise the Anterix Active Ecosystem, who together are driving the nationwide standardized 900 MHz utility broadband solution in support of a modernized grid.”

For further information about the Anterix-Tampa Electric agreement, see the Tampa Electric Agreement Fact Sheet in the investor information section of Anterix’s website.

Shareholder Contact

Natasha Vecchiarelli
Vice President, Investor Relations & Corporate Communications
Anterix
973-531-4397
nvecchiarelli@anterix.com

Media Contact

Paul Gaige
Vice President
Hill+Knowlton Strategies
504-957-1434
Paul.Gaige@hkstrategies.com

About Anterix

At Anterix, we partner with leading utilities and technology companies to harness the power of 900 MHz broadband for modernized grid solutions. Leading an ecosystem of more than 100 members, we offer utility-first solutions to modernize the grid and solve the challenges that utilities are facing today. As the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska, and Puerto Rico, we are uniquely positioned to enable private LTE solutions that support cutting-edge advanced communications capabilities for a cleaner, safer, and more secure energy future. To learn more and join the 900 MHz movement, please visit www.anterix.com.


Forward-Looking Statements




Certain statements contained in this press release, other than historical information, constitute forward-looking statements within the meaning of the Federal securities laws. Words such as “believes,” “anticipates,” “estimates,” “expects,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements include, but are not limited to, statements regarding: (i) the timing of payments under the TECO Agreement, (ii) Anterix’s and TECO’s ability to negotiate and enter into agreements with incumbents to clear the 900 MHz Broadband Spectrum allocation in TECO’s service areas on a timely basis and on commercially reasonable terms; (iii) Anterix's ability to qualify for and timely secure broadband licenses in TECO’s service areas; and (iv) Anterix's ability to satisfy the other terms of its agreement with TECO. Any such forward-looking statements are based on the current expectations of Anterix's management and are subject to a number of risks and uncertainties that could cause Anterix's actual future results to differ materially from its management's current expectations or those implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: (i) Anterix may not be successful in commercializing its spectrum assets to its targeted utility and critical infrastructure customers on a timely basis and on favorable terms; (ii) Anterix may be unable to secure broadband licenses from the FCC on a timely and cost-effective basis; (iii) Anterix has a limited operating history with its current business plan, which makes it difficult to evaluate its prospects and future financial results and its business activities, strategic approaches and plans may not be successful; and (iv) the value of Anterix's spectrum assets may fluctuate significantly based on supply and demand, as well as technical and regulatory changes. These and other risk factors that may affect Anterix's future results of operations are identified and described in more detail in Anterix's most recent filings on Forms 10-K and 10-Q and in other filings that it makes with the SEC from time to time. These documents are available on Anterix's website at www.anterix.com under the Investor Relations section and on the SEC's website at www.sec.gov. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Except as required by applicable law, Anterix undertakes no obligation to update publicly or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.


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November 27, 2023
To our shareholders:

Tampa Electric Company (“TECO”) and Anterix signed a definitive agreement for the long-term usage of 900 MHz spectrum. The agreement, which covers an approximately 2,000-square-mile service territory in West Central Florida (the “TECO Agreement”), will enable TECO to deploy a private LTE network providing critical broadband communications capabilities in support of its initiatives.

Key components of the TECO agreement include:

•Exclusive use of 6 MHz of broadband spectrum in TECO’s service area.

•An agreement term of up to 40 years, consisting of an initial term of 20 years, with an option to extend the agreement for two 10-year terms for additional payments.
•Full payment of $34.5 million for the initial 20-year term of the agreement is scheduled to be prepaid in full by mid-2025. Approximately $7 million will be paid by the end of fiscal year 2024, while the timing of the remaining payments is subject to Anterix’s delivery of broadband spectrum.

•Delivery of the broadband spectrum is scheduled to commence in fiscal year 2025. In anticipation of this agreement, Anterix has been proactively clearing incumbents out of the 900 MHz broadband segment in TECO’s service areas to prepare for license applications.

In addition:

•Anterix expects to recognize revenue from the TECO agreement commencing in fiscal year 2025. Revenue will be recognized according to GAAP, based on straight line amortization as spectrum is delivered over the life of the agreement.

Forward-looking Statements

Certain statements contained in this factsheet, other than historical information, constitute forward-looking statements within the meaning of the Federal securities laws. Words such as “believes,” “anticipates,” “estimates,” “expects,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements include, but are not limited to, statements regarding: (i) the timing of payments under the TECO Agreement, (ii) Anterix’s and TECO’s ability to negotiate and enter into agreements with incumbents to clear the 900 MHz Broadband Spectrum allocation in TECO’s service areas on a timely basis and on commercially reasonable terms; (iii) Anterix's ability to qualify for and timely secure broadband licenses in TECO’s service areas; and (iv) Anterix's ability to satisfy the other terms of its agreement with TECO. Any such forward-looking statements are based on the current expectations of Anterix's management and are subject to a number of risks and uncertainties that could cause Anterix's actual future results to differ materially from its management's current expectations or those implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: (i) Anterix may not be successful in commercializing its spectrum assets to its targeted utility and


critical infrastructure customers on a timely basis and on favorable terms; (ii) Anterix may be unable to secure broadband licenses from the FCC on a timely and cost-effective basis; (iii) Anterix has a limited operating history with its current business plan, which makes it difficult to evaluate its prospects and future financial results and its business activities, strategic approaches and plans may not be successful; and (iv) the value of Anterix's spectrum assets may fluctuate significantly based on supply and demand, as well as technical and regulatory changes. These and other risk factors that may affect Anterix's future results of operations are identified and described in more detail in Anterix's most recent filings on Forms 10-K and 10-Q and in other filings that it makes with the SEC from time to time. These documents are available on Anterix's website at www.anterix.com under the Investor Relations section and on the SEC's website at www.sec.gov. Accordingly, you should not rely upon forward-looking statements as predictions of future events. Except as required by applicable law, Anterix undertakes no obligation to update publicly or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.


v3.23.3
Cover
Apr. 21, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 22, 2023
Entity Registrant Name Anterix Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36827
Entity Tax Identification Number 33-0745043
Entity Address, Address Line One 3 Garret Mountain Plaza
Entity Address, Address Line Two Suite 401
Entity Address, City or Town Woodland Park
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07424
City Area Code 973
Local Phone Number 771-0300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol ATEX
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001304492
Security Exchange Name NASDAQ
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