ATN International, Inc.

EX-99.1 · tm2616732d1_ex99-1.htm

EX-99.1
 3
 tm2616732d1_ex99-1.htm
 EXHIBIT 99.1

 Exhibit 99.1

 ATN International, Inc. Completes Initial
Closing on the Sale of its Towers

and Updates 2026 Outlook

 ATN received $268 million in cash proceeds upon
initial closing

 BEVERLY, Mass., June 2, 2026 (GLOBE NEWSWIRE)
-- ATN International, Inc. (“ATN”, the “Company”, “we”, “us”, and “our”)
(Nasdaq: ATNI), a leading provider of digital infrastructure and communications services, announced that its subsidiary, Commnet Wireless,
LLC and certain of its subsidiaries have completed the initial closing (the “initial closing”) of the previously disclosed
sale of Southwestern U.S. towers and related operations (the “Tower Portfolio”). to EIP Holdings IV, LLC, an affiliate of
Everest Infrastructure Partners, Inc. for $268 million in cash (the “Tower Portfolio Transaction”).

 “ The
initial closing of the Tower Portfolio Transaction represents an important milestone in building a stronger, more resilient ATN,”
said Naji Khoury, Chief Executive Officer of ATN. “With net proceeds from the initial closing broadly the size of our annual Adjusted
EBITDA, we are enhancing our liquidity and financial flexibility. This positions us to execute disciplined capital allocation and invest
in opportunities that drive performance and deliver long-term stockholder value.”

 Subsequent closings, up to an additional $30 million
in proceeds, are expected to occur over the next twelve months, subject to the achievement of specified construction and operational milestones
at sites not transferred at the initial closing.

 As previously disclosed, the Company will allocate
$68 million of the initial closing proceeds to repay borrowings outstanding under its CoBank revolving credit facility.

 The Company expects the impact of the initial
closing will reduce the remaining seven months of 2026 consolidated and US Telecom segment revenues by $3 million, operating income by
$4 million, and Adjusted EBITDA 1 by $7 million. As a result, the Company’s previously disclosed 2026 full-year Adjusted
EBITDA 1 outlook of $190 to $200 million is now expected to be $183 million to $193 million.

 About ATN

 ATN International, Inc. (Nasdaq: ATNI), headquartered
in Beverly, Massachusetts, is a leading provider of digital infrastructure and communications services for all. The Company operates in
the United States and internationally, including the Caribbean region, with a focus on rural and remote markets with a growing demand
for infrastructure investments. The Company’s operating subsidiaries today primarily provide: (i) advanced wireless and wireline
connectivity to residential, business, and government customers, including a range of high-speed Internet and data services, fixed and
mobile wireless solutions, and video and voice services; and (ii) carrier and enterprise communications services, such as terrestrial
and submarine fiber optic transport, and communications tower facilities. For more information, please visit www.atni.com.

 Use of Non-GAAP Financial Measures and Definition
of Terms

 In addition to financial measures prepared in
accordance with generally accepted accounting principles (“GAAP”), this press release also contains forward-looking Adjusted
EBITDA, a non-GAAP financial measure.

 1 Adjusted EBITDA is defined as Operating
income (loss) before depreciation and amortization expense, transaction-related charges, restructuring and reorganization expenses, the
loss on dispositions, transfers and contingent consideration, and non-cash stock-based compensation.

 The Company believes that the inclusion of this
non-GAAP financial measure helps investors gain a meaningful understanding of the Company's core operating results and enhances the usefulness
of comparing such performance with prior periods. Management uses this non-GAAP measure, in addition to GAAP financial measures, as the
basis for measuring the Company’s core operating performance and comparing such performance to that of prior periods. The forward-looking
non-GAAP financial measure included in this press release is not meant to be considered superior to or a substitute for results of operations
prepared in accordance with GAAP and should be used supplementally to the Company’s GAAP financial results.

 Forward-looking Adjusted EBITDA for the full-year
2026 excludes potential charges or gains that may be recorded during the fiscal year, including among other things such as restructuring
and reorganization expenses, transaction-related expenses and gains or losses on dispositions, transfers and contingent consideration.
The Company has not attempted to provide a reconciliation of such forward-looking non-GAAP earnings guidance to the comparable GAAP measure,
as permitted by Item 10(e)(1)(i)(B) of Regulation S-K, because of the impact and timing of these potential charges or gains is inherently
uncertain and difficult to predict and is unavailable without unreasonable efforts. In addition, the Company believes such reconciliation
would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP
measures of the Company’s financial performance.

 Cautionary Language Concerning Forward-Looking
Statements

 This press release contains forward-looking statements
relating to, among other matters, the Company’s future financial performance, business goals and objectives, and results of operations,
its future revenues, operating income, cash flows, network and operating costs, Adjusted EBITDA, and capital investments; additional
closings of the remaining Tower Portfolio and the timing thereof; the Company’s liquidity; and management’s plans and strategy
for the future. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees
of future events or results. Actual future events and results could differ materially from the events and results indicated in these
statements as a result of many factors, including, among others: (1) the general performance of the Company’s operations,
including operating margins, revenues, capital expenditures, the impact of cost savings initiatives, and the retention of and future
growth of the Company’s subscriber base and average revenue per user; (2) our ability to satisfy other remaining conditions
to achieve subsequent closings with respect to sites in the Tower Portfolio; (3) with respect to the use of proceeds resulting from
the Tower Portfolio, the timing, manner and extent to which such proceeds are deployed may be affected by future market conditions, potential
changes in tax laws and the Company's ability to develop corporate investment and strategic opportunities; (4) government regulation
of the Company’s businesses, which may impact the Company’s telecommunications licenses, the Company’s revenue and
the Company’s operating costs; (5) the impact (if any) of geopolitical instability and U.S. military presence in the Caribbean;
(6) management transitions, and the loss of, or an inability to recruit skilled personnel in the Company’s various jurisdictions,
including key members of management; (7) the Company’s reliance on a limited number of key suppliers and vendors for timely
and cost-effective supply of equipment and services relating to the Company’s network infrastructure; (8) the Company’s
ability to satisfy the needs and demands of the Company’s major carrier customers; (9) the Company’s ability to realize
expansion plans for its fiber markets; (10) the adequacy and expansion capabilities of the Company’s network capacity and
customer service system to support the Company’s customer growth; (11) the Company’s ability to efficiently and cost-effectively
upgrade the Company’s networks and information technology platforms to address rapid and significant technological changes in the
telecommunications industry; (12) the Company’s continued access to capital and credit markets on terms it deems favorable; (13)
the Company’s ability to successfully replace revenue declines in its US Telecom businesses as a result of the pending US tower
portfolio sale through carrier, enterprise broadband, and consumer-based broadband services; (14) ongoing risk of an economic downturn,
political, geopolitical and other risks and opportunities impacting the Company’s operations, including those resulting from changes
and uncertainties related to trade policies and tariff regulations, financial market volatility and disruption, uncertain economic conditions
in the U.S. and abroad, inflationary concerns, and other macroeconomic headwinds including increased costs and supply chain disruptions;
(15) the occurrence of weather events and natural catastrophes and the Company’s ability to secure the appropriate level of insurance
coverage for these assets; and (16) increased competition. These and other additional factors that may cause actual future events and
results to differ materially from the events and results indicated in the forward-looking statements above are set forth more fully under
Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025,
filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026 and the other reports the Company files
from time to time with the SEC. The Company undertakes no obligation and has no intention to update these forward-looking statements
to reflect actual results, changes in assumptions, or changes in other factors that may affect such forward-looking statements, except
as required by applicable law.

 Company Contact:

 Michele Satrowsky

 SVP, Head of IR & Treasury

 ATN International Inc.

 ir@atni.com

 Investor Relations Contact:

 Joe Noyons or Kelley Buchhorn

 Three Part Advisors, LLC

 jnoyons@threepa.com; kbuchhorn@threepa.com

 Table 1

 ATN International, Inc.

 Reconciliation of Non-GAAP Measures

 (In Thousands)

 Forecasted Impact on Statement
of Operations

 For the year ended December 31, 2026

 Forecasted
 Impact

 Revenue decrease
 $  (3,000 )

 Operating expense increases
 (4,000 )

 Depreciation expense decrease
 3,000

 Operating income decrease
 $ (4,000 )

 Adjustments from Operating Income to EBITDA:

 Depreciation expense decrease
 (3,000 )

 EBITDA decrease
 $ (7,000 )

 Adjustments from EBITDA to Adjusted EBITDA:

 None
 -

 Adjusted EBITDA decrease
 $ (7,000 )

EX-99.2 · tm2616732d1_ex99-2.htm

EX-99.2
 4
 tm2616732d1_ex99-2.htm
 EXHIBIT 99.2

 Exhibit 99.2

 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
INFORMATION

 The following unaudited pro forma condensed consolidated
financial information has been prepared by the Company and gives pro forma effect to the completion of Initial Closing of the Company’s
Tower Sale Transaction with Everest. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Form 8-K
filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2026. The Company, through its subsidiaries,
the Commnet Parties, completed the Initial Closing of the Tower Sale Transaction with Everest, on June 2, 2026, pursuant to which
Everest purchased certain tower portfolio sites in the southwestern United States. At the Initial Closing the Company received cash payment
of $267.7 million. This amount consists of $255.7 million recorded as sale consideration as well as $12.0 million received at the Initial
Closing and recorded as deferred pending the Company’s achievement of certain conditions on Managed Sites subsequent to the Initial
Closing. The Transaction Agreement contemplates Subsequent Closings at which one or more Managed Sites or Deferred Sites will be transferred
to Everest when and if certain site conditions are met. The Company can receive additional payments of up to $29.8 million if these site
conditions are met. The unaudited pro forma condensed consolidated financial information does not include any impact related to Subsequent
Closings. The Tower Sale Transaction does not qualify as a discontinued operation because the disposition does not represent a strategic
shift that has a major effect on the Company’s operations and financial results.

 In addition, in connection with the Tower Sale
Transaction, the Company entered into a Consent with CoBank requiring the Company to repay amounts outstanding under the Company’s
Revolving Loan.

 The following unaudited pro forma condensed consolidated
financial information is provided for informational purposes only. The information is not necessarily indicative of what the financial
position or results of operations of the Company would have been if the Tower Sale Transaction had been completed as of and for the periods
indicated. In addition, the information does not purport to project the future financial position or operating results of the Company.

 The unaudited pro forma condensed consolidated
financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United
States of America. In addition, the information is based upon available information and a number of assumptions that the Company considers
to be reasonable, and have been made solely for purposes of developing such unaudited pro forma condensed consolidated financial information
for illustrative purposes in compliance with the disclosure requirements of Article 11 of Regulation S-X.

 The unaudited pro forma condensed consolidated
statements of operations give effect to the Initial Closing of the Tower Sale Transaction as if it had occurred on January 1, 2025.
The unaudited pro forma condensed consolidated balance sheet gives effect to the Initial Closing of the Tower Sale Transaction as if it
had been consummated on March 31, 2026. You should read this unaudited pro forma financial information in connection with the accompanying
notes to the unaudited pro forma condensed consolidated financial information and the historical financial statements of the Company filed
with the SEC.

 Pro forma adjustments related to the unaudited
pro forma condensed consolidated statements of operations give effect to certain events that are (i) directly attributable to the
Tower Sale Transaction, (ii) factually supportable and (iii) expected to have a continuing impact on the Company’s results.
Pro forma adjustments related to the unaudited pro forma condensed consolidated balance sheet give effect to events that are directly
attributable to the Initial Closing of the Tower Sale Transaction, and that are factually supportable regardless of whether they have
a continuing impact or are non-recurring.

 The pro forma adjustments
are preliminary and have been made solely for the purpose of providing unaudited pro forma financial information and amounts may change
based on a final determination of the book value of assets, liabilities, and other closing date adjustment amounts. The Company is still
in the process of evaluating the tax implications of the Tower Sale Transaction on its consolidated tax provision. Thus, the final loss
may differ in material respects from that presented in the unaudited pro forma financial information.

 1

 Unaudited
 Pro Forma Condensed Balance Sheet

 March 31,
 2026

 (Amounts
 in Thousands)

 ATN
 Tower
 Sale Transaction
 Note
 3
 Pro
 Forma Adjustments
 Note
 3
 Pro
 Forma

 Assets

 Cash and cash equivalents
 $ 108,831
 $ -

 $ 212,213
 (b), (c)
 $ 321,044

 Restricted cash
 14,659
 -

 -

 14,659

 Short-term investments
 396
 -

 -

 396

 Accounts receivable, net
 86,311
 -

 -

 86,311

 Government grant receivable
 37,464
 -

 -

 37,464

 Customer receivable
 9,365
 -

 -

 9,365

 Inventory, materials and supplies
 14,123
 -

 -

 14,123

 Prepayments and other current
 assets
 55,376
 -

 -

 55,376

 Assets held
 for sale
 8,600
 -

 -

 8,600

 Total
 current assets
 335,125
 -

 212,213

 547,338

 Fixed assets, net
 954,823
 -

 -

 954,823

 Telecommunications licenses,
 net
 105,486
 -

 -

 105,486

 Goodwill
 4,835
 -

 -

 4,835

 Inangible assets, net
 7,035
 -

 -

 7,035

 Operating lease right-of-use
 assets
 92,206
 -

 -

 92,206

 Customer receivable - long term
 32,333
 -

 -

 32,333

 Assets held for sale, net of
 current portion
 39,313
 (34,434 )
 (a)
 -

 4,879

 Other assets
 103,497
 -

 -

 103,497

 Total
 assets
 $ 1,674,653
 $ (34,434 )

 $ 212,213

 $ 1,852,432

 Liabilities, mezzanine equity
 and stockholders' equity

 Current portion of long-term
 debt
 $ 21,623
 $ -

 $ -

 $ 21,623

 Current portion of customer receivable
 credit facility
 8,892
 -

 -

 8,892

 Accounts payable and accrued
 liabilities
 177,506
 -

 6,760
 (e)
 184,266

 Dividends payable
 4,230
 -

 -

 4,230

 Accrued taxes
 11,306
 -

 45,562
 (b)
 56,868

 Current portion of lease liabilities
 14,095
 -

 -

 14,095

 Advanced payments and deposits
 37,993
 -

 12,000
 (b)
 49,993

 Liabilities
 held for sale
 1,250
 (1,151 )
 (a)
 -

 99

 Total
 current liabilities
 276,895
 (1,151 )

 64,322

 340,066

 Deferred income taxes
 711
 -

 9,326
 (b)
 10,037

 Lease liabilities, excluding
 current portion
 70,935
 -

 -

 70,935

 Deferred revenue, long-term
 45,469
 -

 -

 45,469

 Liabilities held for sale, net
 of current portion
 6,101
 (6,085 )
 (a)
 -

 16

 Other liabilities
 63,502
 -

 -

 63,502

 Customer receivable credit facility,
 net of current portion
 28,513
 -

 -

 28,513

 Long term
 debt, excluding current portion
 548,537
 -

 (55,456 )
 (c)
 493,081

 Total
 liabilities
 1,040,663
 (7,236 )

 18,192

 1,051,619

 Mezzanine Equity

 Preferred units
 73,414
 -

 -

 73,414

 Common
 units
 15,001
 -

 -

 15,001

 Total
 mezzanine equity
 88,415
 -

 -

 88,415

 Common stock
 183
 -

 -

 183

 Treasury stock
 (105,046 )
 -

 -

 (105,046 )

 Additional paid-in capital
 221,936
 -

 -

 221,936

 Retained earnings
 300,744
 (27,198 )
 (a)
 174,877
 (b)
 448,423

 Accumulated
 other comprehensive income
 15,762
 -

 -

 15,762

 Total stockholders' equity
 433,579
 (27,198 )

 174,877

 581,258

 Non-controlling
 interests
 111,996
 -

 19,144
 (b)
 131,140

 Total
 equity
 545,575
 (27,198 )

 194,021

 712,398

 Total
 liabilities, mezzanine equity and stockholders' equity
 $ 1,674,653
 $ (34,434 )

 $ 212,213

 $ 1,852,432

 2

 Unaudited
 Pro Forma Condensed Statement of Operations

 Three months
 ended March 31, 2026

 (Amounts
 in Thousands, Except Per Share Data)

 ATN
 Tower
 Sale

 Transaction
 Note
 3
 Pro
 Forma

 Adjustments
 Note
 3
 Pro
 Forma

 Revenue:

 Communication
 Services
 $ 178,458
 $ (1,418 )
 (a)
 $ -

 $ 177,040

 Construction
 -
 -

 -

 -

 Other
 3,761
 -

 -

 3,761

 Total revenues
 182,219
 (1,418 )

 -

 180,801

 Operating
 expenses (excluding depreciation and amortization unless otherwise indicated):

 Cost of
 communication services and other
 77,426
 1,443
 (a)
 -

 78,869

 Cost of
 construction revenue
 -
 -

 -

 -

 Selling,
 general and administrative
 56,176
 -

 -

 56,176

 Stock-based
 compensation
 1,935
 -

 -

 1,935

 Transaction-related
 charges
 833
 (773 )
 (e)
 -

 60

 Restructuring
 and reorganization expenses
 1,725
 -

 -

 1,725

 Depreciation
 and amortization
 31,156
 (820 )
 (a)
 -

 30,336

 Amortization
 of intangibles from acquisitions
 496
 -

 -

 496

 Loss
 on disposition of long-lived assets
 782
 -

 -

 782

 Operating
 expenses
 170,529
 (150 )

 -

 170,379

 Income
 (loss) from operations
 11,690
 (1,268 )

 -

 10,422

 Other
 income (expense)

 Interest
 income
 132
 -

 -

 132

 Interest
 expense
 (10,478 )
 -

 896
 (c)
 (9,582 )

 Other
 income, net
 (3,232 )
 -

 -

 (3,232 )

 Other
 income (expense)
 (13,578 )
 -

 896

 (12,682 )

 Income
 (loss) before income taxes
 (1,888 )
 (1,268 )

 896

 (2,260 )

 Income
 tax expense (benefit)
 1,586
 (317 )
 (d)
 224
 (d)
 1,493

 Net income
 (loss)
 (3,474 )
 (951 )

 672

 (3,753 )

 Net
 loss attributable to non-controlling interests, net of tax
 677
 54
 (a)
 -

 731

 Net
 income (loss) after non-controlling interest
 $ (2,797 )
 $ (897 )

 $ 672

 $ (3,022 )

 Net loss
 per weighted average share attributable to ATN International, Inc. stockholders:

 Basic
 $ (0.29 )

 $ (0.30 )

 Diluted
 $ (0.29 )

 $ (0.30 )

 Weighted average common
 shares outstanding:

 Basic
 15,283

 15,283

 Diluted
 15,283

 15,283

 3

 Unaudited
 Pro Forma Condensed Statement of Operations

 Twelve months
 ended December 31, 2025

 (Amounts
 in Thousands, Except Per Share Data)

 ATN
 Tower
 Sale

 Transaction
 Note
 3
 Pro
 Forma

 Adjustments
 Note
 3
 Pro
 Forma

 Revenue:

 Communication
 Services
 $ 706,239
 $ (5,672 )
 (a)
 $ -

 $ 700,567

 Construction
 4,825
 -

 4,825

 Other
 16,911
 -

 -

 16,911

 Total
 revenues
 727,975
 (5,672 )

 -

 722,303

 Operating
 expenses (excluding depreciation and amortization unless otherwise indicated):

 Cost of
 communication services and other
 313,128
 5,771
 (a)
 -

 318,899

 Cost of
 construction revenue
 5,264
 -

 -

 5,264

 Selling,
 general and administrative
 219,540
 -

 -

 219,540

 Stock-based
 compensation
 8,543
 -

 -

 8,543

 Transaction-related
 charges
 3,576
 (1,388 )
 (e)
 -

 2,188

 Restructuring
 and reorganization expenses
 10,157

 -

 10,157

 Depreciation
 and amortization
 132,976
 (4,922 )
 (a)
 -

 128,054

 Amortization
 of intangibles from acquisitions
 4,908
 -

 -

 4,908

 Loss
 on disposition of long-lived assets
 1,449
 -

 -

 1,449

 Operating
 expenses
 699,541
 (539 )

 -

 699,002

 Income
 (loss) from operations
 28,434
 (5,133 )

 -

 23,301

 Other
 income (expense)

 Interest
 Income
 702
 -

 -

 702

 Interest
 Expense
 (47,822 )
 -

 4,998
 (c)
 (42,824 )

 Other
 income (expense), net
 (9,067 )
 -

 -

 (9,067 )

 Other
 income (expense)
 (56,187 )
 -

 4,998

 (51,189 )

 Income
 (loss) before income taxes
 (27,753 )
 (5,133 )

 4,998

 (27,888 )

 Income
 tax expense (benefit)
 (4,231 )
 (1,283 )
 (d)
 1,250
 (d)
 (4,264 )

 Net income (loss)
 (23,522 )
 (3,850 )

 3,748

 (23,624 )

 Net
 loss attributable to non-controlling interests, net of tax
 8,616
 220
 (a)
 -

 8,836

 Net
 income (loss) attributable to stockholders
 $ (14,906 )
 $ (3,630 )

 $ 3,748

 $ (14,788 )

 Net loss
 per weighted average share attributable to ATN International, Inc. stockholders:

 Basic
 $ (1.38 )

 $ (1.37 )

 Diluted
 $ (1.38 )

 $ (1.37 )

 Weighted average common
 shares outstanding:

 Basic
 15,218

 15,218

 Diluted
 15,218

 15,218

 4

 Notes to Unaudited Pro Forma Condensed Consolidated
Financial Information

 (Amounts In Thousands, Except Per Share Data)

 Note 1. Basis of Presentation

 The unaudited pro forma condensed consolidated financial
information is derived from the Company’s historical audited consolidated financial statements as of and for the year ended December 31,
2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s unaudited quarterly
condensed consolidated financial statements as of and for the three months ended March 31, 2026, included in our Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2026.

 Note 2. Preliminary Purchase Price
Allocation

 On June 2, 2026, the Company completed the Initial
Closing of the Tower Sale Transaction and sold a portion of its Tower Portfolio to Everest for cash payments of $267.7 million. This amount
consists of $255.7 million recorded as sale consideration as well as $12.0 million received at the Initial Closing that will be deferred
pending the Company’s achievement of certain conditions on Managed Sites subsequent to the Initial Closing. The Transaction Agreement
contemplates Subsequent Closings at which one or more Managed Sites or Deferred Sites will be transferred to Everest when and if certain
site conditions are met. The Company can receive additional payments of up to $29.8 million if these site conditions are met. The net
book value of the assets and liabilities being transferred is $27.2 million, as of March 31, 2026. The Company incurred $8.9 million
of transaction related charges pertaining to legal, accounting and consulting services associated with the Tower Sale Transaction. The
fixed assets disposed had useful lives of between 6 and 15 years. The table below identifies the assets and liabilities transferred:

 Consideration received
 $ 255,669

 Assets disposed:

 Fixed assets
 28,679

 Other assets
 1,159

 Operating leases
 4,595

 Current portion of lease liabilities
 (1,152 )

 Other liabilities
 (2,883 )

 Lease liabilities, excluding current portion
 (3,200 )

 Net assets disposed
 27,198

 Gain on sale of assets
 228,471

 Tranaction costs:

 Incurred prior to March 31, 2026
 2,160

 Accrued in pro forma results
 6,760

 Total
 8,920

 Gain on sale after transaction costs
 $ 219,551

 5

 Note 3. Pro Forma Adjustments

 The following is a summary of the pro
forma adjustments reflected in the unaudited pro forma condensed consolidated financial statements based on preliminary estimates, which
may change as additional information is obtained:

 (a) Disposition – This adjustment removes the disposed assets and the associated revenue and expense. Refer to Note 2 for the assets
and liabilities disposed. The adjustment to retained earnings represents the net book value of the assets disposed.

 (b) Purchase Price – The Company received $267.7 million of cash payments consisting of $255.7 million of cash consideration and
a deferral of $12.0 million related to the achievement of certain closing conditions on Managed Sites after the Initial Closing. As a
result of the disposition, the pro forma financials reflect a gain of $228.5 million before income taxes and transaction costs. In addition,
the pro forma results include tax expense of $54.9 million, consisting of $45.6 million of current and $9.3 of deferred income tax expense,
and gains allocated to non-controlling interest of $19.1 million. These amounts were not included in the unaudited pro forma condensed
consolidated statement of operations for the year ended December 31, 2025, due to their non-recurring nature, but have been recorded
in the unaudited pro forma condensed consolidated balance sheet as of March 31, 2026. The adjustment to retained earnings reflects
consideration received less tax expense and income allocated to non-controlling interests. The Company is currently evaluating the tax
impact of the Tower Sale Transaction, and tax accruals may not be the actual amount of taxes paid by the Company.

 (c) Credit Facility Repayment – The Company paid $67.9 million on its Revolving Loan at the Initial Closing, and this adjustment
represents the repayment of $55.5 million that was outstanding as at March 31, 2026. In addition, interest expense on the Revolving
Loan is removed from the pro forma condensed consolidated statement of operations.

 (d) Income taxes –This adjustment reflects the tax expense associated with the Initial Closing of the Tower Sale Transaction and
pro forma adjustments. The adjustment is calculated based on a blended federal statutory and state tax rate of 25%.

 (e) Transaction-related charges – This adjustment removes expenses pertaining to legal, accounting and consulting services associated
with the Tower Sale Transaction incurred prior to March 31, 2026 from the pro forma condensed consolidated statement of operations
and accrues such expenses payable at the Initial Closing of the Tower Sale Transaction in the pro forma condensed consolidated balance
sheet.

 6

EX-10.1 · tm2616732d1_ex10-1.htm

EX-10.1
 2
 tm2616732d1_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 Execution Version

 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE
BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS
(I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

 AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT

 This AMENDMENT NO. 1 TO PURCHASE
AND SALE AGREEMENT (this “ Amendment ”), dated as of June 2, 2026 (the “ Initial Closing Date ”),
is by and among: (i) Commnet Wireless, LLC, a Delaware limited liability company (“ Commnet ”), Alloy, Inc.,
a Delaware corporation (“ Alloy ”), Arizona Nevada Tower Company, LLC, a Nevada limited liability company, Commnet Four
Corners, LLC, a Delaware limited liability company (“ Commnet Four Corners ”), Commnet of Arizona, LLC, a Delaware limited
liability company, Commnet of Nevada, LLC, a Delaware limited liability company, Excomm, LLC, a Delaware limited liability company, and
Mora Valley Wireless, LLC, a Delaware limited liability company (collectively with Commnet and Alloy, the “ Commnet Parties ”
and, individually, each a “ Commnet Party ”); (ii) EIP Holdings IV, LLC, a Delaware limited liability company (“ Buyer ”);
and (iii) Southwest Tower Holdings, LLC, a Delaware limited liability company (the “ Sale Site Subsidiary ”). Each
Commnet Party, Buyer, and the Sale Site Subsidiary may be referred to, individually, as a “ Party ” and, collectively,
as the “ Parties ”. Initially capitalized terms used in this Amendment have the meanings set forth in the PSA (as defined
below).

 Background

 A. The Parties are parties to the Purchase and Sale Agreement, dated as of February 11, 2026 (as
amended, modified, and supplemented from time to time, the “ PSA ”).

 B. In connection with the Initial Closing, the Parties desire to make certain amendments to the PSA to and
acknowledge certain matters, as more particularly set forth in this Amendment.

 Agreement

 In consideration of the mutual
covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the Parties agree as follows:

 1. Amendments to PSA .

 (a) The Portfolio Site Information List attached as Schedule 1 to the PSA is hereby amended and restated
in its entirety as set forth in Exhibit A hereto.

 (b) The definition of “AT&T/Buyer Bifurcated License Agreements” in the PSA is hereby amended
and restated in its entirety as follows:

 “ AT&T/Buyer Bifurcated License Agreements ”
means the bifurcated portion of the AT&T License Agreements that relates to the AT&T Sites and to which the Sale Site Subsidiaries
are a party, as landlord.

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 (c) The definition of “AT&T/Commnet Bifurcated License Agreements” in the PSA is hereby amended
and restated in its entirety as follows:

 “ AT&T/Commnet Bifurcated License Agreements ”
means the bifurcated portion of the AT&T License Agreements that relates to the AT&T Sites and to which Commnet is a party, as
landlord.

 (d) The definition of “Consideration Base Amount” in the PSA is hereby amended and restated in
its entirety as follows:

 “ Consideration Base Amount ” means an amount
equal to $[***].

 (e) A new Section 7.2(f) is added to the PSA immediately after the existing Section 7.2(e) ,
which Section 7.2(f) state the following:

 The Parties understand and agree that, as of the Initial Closing Date, certain Portfolio Sites are
 subject to a zoning exemption (each, an “ Exemption ”) granted to the applicable Commnet Party(ies) by the [***]
 (“ County ”). If any such Portfolio Site becomes a Sale Site, then, during the period commencing on the Initial
 Site Closing Date for such Sale Site and continuing until the Final Subsequent Closing Date, Commnet shall take such actions and
 execute and deliver such documents and instruments as may be reasonably requested by Buyer (at Buyer’s sole cost and expense)
 to enable the applicable Sale Site Subsidiary to obtain any zoning, special use permits, variances, or governmental approvals
 required by the County with respect to any such Sale Site. Commnet’s cooperation under this Section 7.2(f) shall
 include, but not be limited to, within fifteen (15) days after receipt of a reasonable written request from Buyer: (i) the
 execution of any petitions, applications, or other items reasonably required by the County from Comment; and (ii) the provision
 to Buyer of any documents or information in Commnet’s possession that may assist Buyer in obtaining any permits, exemptions or
 approvals from the County. Nothing in this Section 7.2(f) shall require any Commnet Party to incur any
 out-of-pocket expenses or any financial liabilities.

 (f) Notwithstanding anything in the PSA to the contrary, the definition of Included Property shall include,
and the definition of Excluded Assets shall not include, the buildings, huts, and equipment shelters (including common shelters) located
at the Portfolio Sites identified on Exhibit B hereto to the extent that such Portfolio Sites are Managed Sites or Assignable
Sites (collectively, the “ Shelters ”) unless, the Parties agree otherwise in the SLA for any such Portfolio Site. For
the avoidance of doubt, any cabinets (interior or exterior) located at such Portfolio Sites are Excluded Asserts.

 (g) The definition of “Data Room” in the PSA is hereby amended and restated in its entirety as
follows:

 “ Data Room ” means, collectively, those folders
of the electronic data room hosted by Datasite LLC that were established by Commnet under the name “Project Catapult” for
the transactions contemplated by this Agreement that contain the documents and data to which Buyer or any of its Representatives had
access as of the Initial Closing and all documents and data that were in the folders of such electronic data rooms at any time on or
subsequent to the date on which Buyer or any of its Representatives first obtained access to the folders of such electronic data rooms;
 provided , however , that Data Room shall also be deemed to include all of the documents and data in the folders of the electronic
data room hosted by Box, Inc. that were established by Buyer under the name “EIP-ATN-Shared Files” for the transactions
contemplated by this Agreement.

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 2. Updated Sections of the Commnet Disclosure Schedule . In accordance with Section 8.2(h) of
the PSA, updated versions of Sections 5.3 , 5.4 , 5.5 , 5.6 , 5.7 , 5.8 , 5.10 , and 5.11
of the Commnet Disclosure Schedule are attached as Exhibit C hereto (which updated versions amend and restate such Sections
of the Commnet Disclosure Schedule in their entirety). Notwithstanding anything to the contrary in the PSA, the Parties agree that such
update was timely delivered by the Parties.

 3. Waiver of Condition Precedent . The Commnet Parties hereby waive the condition precedent set forth
in Section 8.3(f) of the PSA.

 4. Credit for Interest on Deposit Amount . The Parties acknowledge and agree that: (i) the Deposit
Amount paid to Commnet at the Initial Closing included interest that accrued through May 31, 2026, but did not include any interest
for June, 2026 (the “ June Interest ”); (ii) the June Interest will be paid to Commnet by the Deposit
Agent in July, 2026; and (iii) Buyer shall receive a credit equal to the amount of the June Interest toward any amounts payable
to Commnet at the first Subsequent Closing.

 5. Further Assurances . Without limiting any provision of the PSA or the Collateral Agreements, from
time to time, each Party agrees to execute and deliver such further instruments, agreements, and other documents and take such other reasonable
actions as may be necessary, proper or advisable to carry out the purposes and intent of this Amendment and the transactions contemplated
by this Amendment.

 6. Miscellaneous .

 (a) PSA . This Amendment is subject to the terms and conditions of the PSA.

 (b) Full Force and Effect. Except as specifically amended or modified in this Amendment, the terms
and provisions of the PSA and any Collateral Agreements shall not be affected by this Amendment and shall continue in full force and effect.

 (c) Governing Law . This Amendment shall be governed by and construed in accordance with the laws of
the State of Delaware as to all matters, including matters of validity, construction, effect, performance and remedies (without regard
to conflict of laws principles that would require the application of the laws of another jurisdiction).

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 (d) Counterparts . This Amendment may be executed by original, facsimile, or electronic signatures (complying
with the U.S. Federal ESIGN Act of 2000, 15 U.S.C. 96) and in any number of counterparts, all of which shall be considered one instrument.
Counterparts, signed facsimile and electronic copies of this Amendment, shall legally bind the Parties to the same extent as original
documents and shall have the same legal effect as original documents.

 * * * Remainder of Page Blank -- Signature
Page Follows * * *

 SIGNATURE PAGE TO AMENDMENT NO. 1 TO PURCHASE
AND SALE AGREEMENT

 IN WITNESS WHEREOF, the Parties have executed this
Amendment as of the Initial Closing Date.

 Commnet Wireless, LLC

 Arizona Nevada Tower Company, LLC

 Commnet Four Corners, LLC

 Commnet of Arizona, LLC

 Commnet of Nevada, LLC

 Excomm, LLC

 Mora Valley Wireless, LLC

 Alloy, Inc.

 By:
 /s/ Naji Khoury

 Naji Khoury, President

 Southwest Tower Holdings, LLC

 By:
 Alloy, Inc., its Member

 By:
 /s/ Naji Khoury

 Naji Khoury, President

 EIP Holdings IV, LLC

 By:
 /s/ Michael Mackey

 Michael Mackey, President