Nuvera Communications, Inc. (Form: 8-K, Received: 03/02/2022 15:53:29)

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. ☐

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.

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

EXHIBIT 10.1

February 11, 2022

Nuvera Communications, Inc. 400 Second Street North
P.O. Box 697
New Ulm, Minnesota 56073
Attn: Glenn Zerbe and Curt Kawlewski

Re: Consent

Ladies and Gentlemen:

Reference is made to that certain Second Amended and Restated Master Loan Agreement, dated as of July 31, 2018, by and between Nuvera Communications, Inc., a Minnesota corporation (the “Borrower”) and CoBank, ACB, (“CoBank”) (as the same has been and may be further amended, modified, supplemented, extended or restated from time to time, the “MLA”) as supplemented by that certain Fourth Supplement to the Second Amended and Restated Master Loan Agreement, dated as of July 31, 2018 (as the same has been and may be further amended, modified, supplemented, extended or restated from time to time, the “Fourth Supplement”) and by that certain Fifth Supplement to the Second Amended Restated Master Loan Agreement, dated as of July 31, 2018 (as the same has been and may be further amended, modified, supplemented, extended or restated from time to time, the “Fifth Supplement”; the MLA as supplemented by the Fourth Supplement and the Fifth Supplement, and as the same may be further amended, restated or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned such terms in the Loan Agreement.

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 ownership interest in an aggregate amount in excess of $2,700,000 in any fiscal year, subject to the requirement that the Borrower’s Total Leverage Ratio be less than 2.00:1.00. The Borrower has advised CoBank that it wishes to repurchase a portion of a deceased shareholder’s stock in the amount of 150,000 shares, for a purchase price in an amount not to exceed $3,300,000 (the “Shares”). The Borrower has requested the CoBank consent to the purchase of the Shares.

In reliance on the representations, warranties and agreements provided and made by the Borrower to CoBank in this letter agreement and in connection with the request for this consent, upon the effectiveness of this letter agreement CoBank consents to the repurchase of the Shares.

General

Except as expressly provided by this letter agreement, the terms and provisions of the Loan Agreement and the other Loan Documents are hereby ratified and confirmed and shall continue in full force and effect. By agreeing to this letter agreement as acknowledged below, the Borrower hereby certifies and warrants to CoBank that each of its representations and warranties contained in the Loan Agreement and the other Loan Documents to which each is a party are true and correct as of the effective date of this letter agreement, including that no Event of Default exists, with the same effect as though made on such effective date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representations or warranty shall be true and correct as of such specified date). The consent contained herein shall not constitute a course of dealing between the Borrower and CoBank, shall not constitute 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 the other Loan Documents, in each case except as expressly provided herein. The consent provided herein shall be effective only upon receipt by CoBank of an execution counterpart of this letter agreement signed by the Borrower and CoBank, and is conditioned upon the correctness of all representations and warranties made by the Borrower. The Borrower agrees to pay to CoBank, on demand, all out-of-pocket costs and expenses incurred by the CoBank, including, without limitation, the reasonable fees and expenses of counsel retained by CoBank, in connection with the negotiation, preparation, execution and delivery of this letter agreement and all other instruments and documents contemplated hereby. This letter agreement shall be governed by, construed and enforced in accordance with all provisions of the Loan Agreement, including choice of law provisions, and may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Delivery of an executed counterpart signature of this letter agreement by facsimile or by email transmission of a “pdf” or similar copy shall be equally effective as delivery of an original counterpart of this letter agreement. Any party delivering an executed counterpart signature page to this letter agreement by facsimile or by e-mail transmission shall also deliver an executed counterpart of this letter agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this letter agreement.

Reaffirmation

By its execution hereof, each of (i) Peoples Telephone Company (“PTC”), (ii) Western Telephone Company (“WTC”), (iii) Hutchinson Telephone Company (“Hutchinson Telephone”), (iv) Hutchinson Telecommunications, Inc. (“Hutchinson Telecom”), (v) Hutchinson Cellular, Inc. (“Hutchinson Cellular”), (vi) Tech Trends, Inc. (“Tech Trends”), (vii) Sleepy Eye Telephone Company (“Sleep Eye”) and (viii) Scott-Rice Telephone Co. (“SRT” and, together with each entity listed in clauses (i) through (vii), collectively, the “Guarantors” and each, individually, a “Guarantor”) hereby consents and agrees to the terms and provisions of this letter agreement and represents and warrants that each of (i) the Second Amended and Restated Continuing Guaranty, dated as of July 31, 2018 (as the same has been and may be further amended from time to time), to which each

Guarantor is a party, and (ii) the Second Amended and Restated Pledge and Security Agreement, dated as of July 31, 2018 (as the same has been and may be further amended from time to time), to which such Guarantor is a party, in each case remains in full force and effect and continues to be the legal, valid and binding obligation of it enforceable against it in accordance with its terms, and the obligations secured by such documents include any and all obligations of the Borrower to CoBank under the Loan Agreement.

[Signatures follow on next page.]

Acknowledged and agreed to:

NUVERA COMMUNICATIONS, INC.,

as the Borrower

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

PEOPLES TELEPHONE COMPANY

WESTERN TELEPHONE COMPANY

HUTCHINSON TELEPHONE COMPANY

HUTCHINSON TELECOMMUNICATIONS, INC.

HUTCHINSON CELLULAR, INC.

TECH TRENDS, INC.

SLEEPY EYE TELEPHONE COMPANY

SCOTT-RICE TELEPHONE CO.,

each as a Guarantor

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