CNSL Consolidated Communications Holdings Inc

 

 

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): January 31, 2024

 

Consolidated Communications Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		000-51446		02-0636095
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

2116 South 17th Street, Mattoon, Illinois		61938-5973
(Address of principal executive offices)		(Zip Code)

 

Registrant's telephone number, including area code: (217) 235-3311

 

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)

 

¨	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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock - $0.01 par value		CNSL		The Nasdaq Global Select Market

 

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 (§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 5.07 Submission of Matters to a Vote of Security Holders.

 

On January 31, 2024, Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), held a virtual special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of October 15, 2023 (the “Merger Agreement”), by and among the Company, Condor Holdings LLC, a Delaware limited liability company (“Parent”) affiliated with certain funds managed by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”), and Condor Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation and a wholly owned subsidiary of an affiliate of Searchlight.

 

As of the close of business on December 13, 2023, the record date for the stockholders entitled to vote at the Special Meeting, there were a total of 116,192,461 shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 103,882,312 shares of Company Common Stock, representing approximately 89.40% of the total shares of Company Common Stock issued and outstanding and entitled to vote, were present or represented by proxy, constituting a quorum to conduct business.

 

At the Special Meeting, the following proposals were considered:

 

1.

A proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”);

 

2.

A proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the Merger (the “Advisory Compensation Proposal”); and

 

3.

A proposal to approve any adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes in favor of the Merger Agreement Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

 

Each proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 18, 2023, as supplemented, and first mailed to the Company’s stockholders on or about December 18, 2023.

 

Each of the three proposals was approved by the requisite vote of the Company’s stockholders. In addition to receiving the approval of stockholders representing a majority of the voting power represented by the outstanding shares of Company Common Stock that were entitled to vote on the Merger Agreement Proposal in accordance with the Delaware General Corporation Law (the “DGCL”) (“Threshold 1”), the Merger Agreement Proposal was approved by a majority of the voting power represented by the outstanding shares of Company Common Stock that were entitled to vote thereon in accordance with the DGCL and held by Unaffiliated Stockholders (as defined in the Merger Agreement) (“Threshold 2”).

 

The final voting results for each proposal are described below:

 

1.

The Merger Agreement Proposal:

 

Threshold 1

 

Votes Cast For		Votes Cast Against		Abstentions
97,475,562		6,249,214		157,536

 

Threshold 2

 

Votes Cast For		Votes Cast Against		Abstentions
54,991,852		6,249,214		157,536

 

 

2.

The Advisory Compensation Proposal:

 

Votes Cast For		Votes Cast Against		Abstentions
93,681,108		8,402,292		1,798,912

 

3.

The Adjournment Proposal:

 

Votes Cast For		Votes Cast Against		Abstentions
92,740,158		10,760,666		381,488

 

Because the Merger Agreement proposal was approved by the requisite vote, no adjournment to solicit additional proxies was necessary.

 

 

Item 8.01 Other Events.

 

On January 31, 2024, the Company issued a press release announcing the preliminary voting results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated January 31, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL document)

 

 

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.

 

	CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
	By:	/s/ Fred A. Graffam III
		Name:	Fred A. Graffam III
		Title:	Chief Financial Officer

 

Date: February 1, 2024

 

 

 

Exhibit 99.1

 

 

 

Consolidated Communications Shareholders

Approve Proposed Transaction with Searchlight and BCI

 

MATTOON, Ill. – January 31, 2024 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today announced that, based on the preliminary vote count provided by its proxy solicitor following the Company’s special meeting of shareholders (the “Special Meeting”) held earlier today, Consolidated shareholders have voted overwhelmingly to approve the proposed acquisition of the Company by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) and British Columbia Investment Management Corporation (“BCI”) (the “Proposed Transaction”). Approximately 75% of disinterested shareholders voted to approve the proposal to adopt the merger agreement and approve the Proposed Transaction. Consolidated will file final, certified voting results on a Form 8-K with the U.S. Securities and Exchange Commission as soon as practicable.

 

“Today’s vote by Consolidated shareholders is a clear endorsement that they recognize the value-maximizing nature of this transaction,” said Robert J. Currey, the Chairman of the Consolidated Communications Board and the Special Committee Chair. “With the financial flexibility and access to capital this transaction provides, we will be well positioned to bring broadband services to underserved and unserved communities across rural America. We look forward to continuing to deliver for our stakeholders, including our customers and our employees, for many years to come.”

 

The Proposed Transaction is expected to close by the first quarter of 2025, subject to customary closing conditions, including receipt of regulatory approvals. The Proposed Transaction is not subject to a financing condition. Following the closing of the Proposed Transaction, shares of Consolidated Communications common stock will no longer be traded or listed on any public securities exchange.

 

Advisors

Rothschild & Co is acting as financial advisor to the special committee and Cravath, Swaine & Moore LLP is acting as its legal counsel. Latham & Watkins LLP is providing legal counsel to Consolidated Communications.

 

About Consolidated Communications

Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) is dedicated to moving people, businesses and communities forward by delivering the most reliable fiber communications solutions. Consumers, businesses and wireless and wireline carriers depend on Consolidated for a wide range of high-speed internet, data, phone, security, cloud and wholesale carrier solutions. With a network spanning nearly 60,000 fiber route miles, Consolidated is a top 10 U.S. fiber provider, turning technology into solutions that are backed by exceptional customer support.

 

 

Forward-Looking Statements

 

Certain statements in this communication are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, the Company’s current expectations, plans, strategies and anticipated financial results.

 

There are a number of risks, uncertainties and conditions that may cause the Company’s actual results to differ materially from those expressed or implied by these forward-looking statements, including: (i) the risk that the Proposed Transaction may not be completed in a timely manner or at all; (ii) the possibility that any or all of the various conditions to the consummation of the Proposed Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the Proposed Transaction, including in circumstances which would require the Company to pay a termination fee; (v) the effect of the announcement or pendency of the Proposed Transaction on the Company’s ability to attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, suppliers and other business counterparties, or its operating results and business generally; (vi) risks related to the Proposed Transaction diverting management’s attention from the Company’s ongoing business operations; (vii) the amount of costs, fees and expenses related to the Proposed Transaction; (viii) the risk that the Company’s stock price may decline significantly if the Proposed Transaction is not consummated; (ix) the risk of shareholder litigation in connection with the Proposed Transaction, including resulting expense or delay; and (x) (A) the risk factors described in Part I, Item 1A of Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and (B) the other risk factors identified from time to time in the Company’s other filings with the SEC. Filings with the SEC are available on the SEC’s website at http://www.sec.gov.

 

Many of these circumstances are beyond the Company’s ability to control or predict. These forward-looking statements necessarily involve assumptions on the Company's part. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “should,” “may,” “will,” “would” or similar expressions. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this communication. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the information currently available to the Company and speak only as of the date they are made. The Company disclaims any intention or obligation to update or revise publicly any forward-looking statements.

 

Contacts

 

Philip Kranz, Investor Relations
+1 217-238-8480
Philip.kranz@consolidated.com

 

Jennifer Spaude, Media Relations
+1 507-386-3765
Jennifer.spaude@consolidated.com

 

 

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Cover	Jan. 31, 2024
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Document Type	8-K
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Document Period End Date	Jan. 31, 2024
Entity File Number	000-51446
Entity Registrant Name	Consolidated Communications Holdings, Inc.
Entity Central Index Key	0001304421
Entity Tax Identification Number	02-0636095
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2116 South 17th Street
Entity Address, City or Town	Mattoon
Entity Address, State or Province	IL
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock - $0.01 par value
Trading Symbol	CNSL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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