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): December 20, 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 8.01

Other Events

 

On July 31, 2024, plaintiff Thomas C. Longman (“Plaintiff”) filed a Verified Class Action Complaint (the “Complaint”) in the Court of Chancery of the State of Delaware against Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), and the members of the board of directors of the Company (the “Board”), captioned Longman v. Consolidated Communications Holdings, Inc., et al., C.A. No. 2024-0811-NAC (the “Action”). In the Action, Plaintiff alleged that the Agreement and Plan of Merger, dated as of October 15, 2023, by and among Condor Holdings LLC, a Delaware limited liability company, Condor Merger Sub Inc., a Delaware corporation, and the Company (the “Merger Agreement”) was not approved in accordance with 8 Del. C. § 251 under the reasoning of the Court of Chancery’s decision in Sjunde AP-Fonden v. Activision Blizzard, Inc.

 

While the Company and the Board deny all of the allegations of wrongdoing in the Complaint and believe that the Board’s adoption of the Merger Agreement complied with Delaware law, on December 20, 2024, in order to eliminate any potential uncertainty and ambiguity created by the Complaint, pursuant to Section 204 (“Section 204”) of the Delaware General Corporation Law, the Board ratified its approval of the Merger Agreement and the Company’s entry into the Merger Agreement.

 

The statutory notice to the Company’s stockholders required by Section 204 is set forth in Exhibit 99.1 hereto (the “Notice”) and is incorporated by reference herein. The Notice sets forth additional information relating to the Complaint, the ratification of the Board’s approval of the Merger Agreement and the Company’s entry into the Merger Agreement, and the rights of stockholders in regard to the ratification.

 

Item 9.01    Financial Statements and Exhibits.

 

(d)     Exhibits

 

Exhibit   No.						Description
99.1						Statutory Notice Pursuant to Section 204 of the Delaware General Corporation Law

 

 

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: December 27, 2024

 

 

 

Exhibit 99.1

 

NOTICE OF RATIFICATION

 

BY THE

 

BOARD OF DIRECTORS OF CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

 

(Pursuant to Section 204(g) of the Delaware General Corporation Law)

 

Notice is hereby given, pursuant to Section 204 (“Section 204”) of the Delaware General Corporation Law (the “DGCL”), that on December 20, 2024, the Board of Directors (the “Board”) of Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), adopted resolutions approving the ratification of certain potentially defective corporate acts, as described below (the “Ratification”).

 

The possible defects in corporate authorization described below were alleged by plaintiff Thomas C. Longman (“Plaintiff”) in a Verified Class Action Complaint (the “Complaint”) filed in the Court of Chancery of the State of Delaware (the “Court”) against the Company and the Board on July 31, 2024, captioned Longman v. Consolidated Communications Holdings, Inc., et al., C.A. No. 2024-0811-NAC (the “Action”). In the Action, Plaintiff alleged that the Agreement and Plan of Merger, dated October 15, 2023, by and among Condor Holdings LLC, a Delaware limited liability company, Condor Merger Sub Inc., a Delaware corporation, and the Company (the “Merger Agreement”) was not approved in accordance with 8 Del. C. § 251 under the reasoning of the Court of Chancery’s decision in Sjunde AP-Fonden v. Activision Blizzard, Inc. (“Activision”).

 

On October 14, 2023, the Board adopted resolutions approving and declaring advisable a proposed form of the Merger Agreement, which was then executed on October 15, 2023. On February 29, 2024, the Court issued the Activision opinion, in which the Court held that a board of directors must approve a merger agreement on final or essentially final terms under Section 251 of the DGCL and declined to dismiss a claim that a merger agreement was not approved by a board of directors in accordance with Section 251 of the DGCL on the basis that the form of merger agreement approved by the board of directors was not “essentially complete.”

 

Plaintiff has alleged in the Action that the Merger Agreement and related transactions were not effected in accordance with Section 251 of the DGCL pursuant to the Court’s reasoning in Activision. Specifically, the Action asserts that, although the Board approved and declared advisable a form of the Merger Agreement on October 14, 2023, the form of Merger Agreement approved by the Board failed to contain certain final terms and exhibits material to the Merger Agreement (including, among other matters, the consideration to be received by the Company’s stockholders, the parties to the Merger, the outside date for closing the transactions contemplated by the Merger Agreement and disclosure schedules).

 

Although the Board believes that the Merger Agreement was approved in accordance with Section 251 of the DGCL, in order to resolve the uncertainty created by the Complaint and to provide clarity to the market, the Board determined that it was advisable and in the best interests of the Company and its stockholders to ratify, and adopted resolutions approving the ratification pursuant to Section 204 of, the Board’s approval and declaration of the advisability on October 14, 2023 of the Merger Agreement, including all the information, agreements, schedules and instruments attached thereto or incorporated therein by reference, and the Company’s entry into the final Merger Agreement, and the execution thereof on October 15, 2023.

 

Any claim that the defective corporate acts identified in this notice and ratified by the Board pursuant to Section 204 is void or voidable due to the failure of authorization, or any claim that the Court should declare in its discretion that the Ratification not be effective or be effective only on certain conditions, must be brought within 120 days from the date of this notice, December 27, 2024.

 

 

v3.24.4

Cover	Dec. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 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
Entity Address, Postal Zip Code	61938-5973
City Area Code	217
Local Phone Number	235-3311
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock - $0.01 par value
Trading Symbol	CNSL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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