UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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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):
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 1.01. Entry Into a Material Definitive Agreement.
On December 21, 2023, Nuvera Communications, Inc. (“Nuvera” or the “Company”), the Guarantors (as defined below), CoBank, ACB (“CoBank”), in its capacities (i) as administrative agent under the Credit Agreement dated July 15, 2022, as amended, (“Amended Credit Agreement”), (ii) as the Swing Line Lender, (iii) as the sole Issuing Lender, and (iv) as a Lender, and each other Lender and Voting Participant party to the Amended Credit Agreement entered into the Third Amendment to Amended Credit Agreement (“Third Amendment”).
Under the Third Amendment, the Revolving Commitment under the Amended Credit Agreement was increased from $30.0 million to $40.0 million and the Company’s operating subsidiaries listed below agreed to extend their previous guarantees, security interests and mortgages to cover the increased amount of the Revolving Commitment. The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which is attached to this report as Exhibit 10.1 and incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Form on Form 8-K is incorporated by reference into this Item 2.03.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year
On December 21, 2023, the Board of Directors of Nuvera amended Section 2.5 of the Company’s Bylaws to set 60 days as the maximum time between record date and meeting date for regular and special meetings of shareholders. This corresponds to the maximum allowable time allowed under Minnesota law. A copy of the Nuvera Bylaws as amended effective December 21, 2023 is filed as Exhibit 3.2 to this Form 8-K.
Item 7.01. Regulation FD Disclosure
As previously disclosed, the Company will continue to evaluate costs and spending across its organization. The Company may, in the future, seek additional financing to continue to fund its fiber expansion plans and meet current and future liquidity needs.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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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: December 21, 2023 | Nuvera Communications, Inc. | |
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| By: | /s/Curtis Kawlewski |
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| Curtis Kawlewski |
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| Its: | Chief Financial Officer |
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