CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (NASDAQ:CNSL) Files An 8-K Other Events

Item 8.01. Other Events.

On February 27, 2017, Consolidated Communications Holdings, Inc.
(the Company) announced that it will hold a special meeting of
its stockholders to consider and vote on the proposal to approve
the issuance of the Companys common stock to stockholders of
FairPoint Communications, Inc., a Delaware corporation
(FairPoint), in the merger contemplated by the previously
announced Agreement and Plan of Merger, dated as of December 3,
2016, by and among the Company, Falcon Merger Sub, Inc., a newly
formed Delaware corporation and wholly-owned subsidiary of the
Company, and FairPoint (as amended by the First Amendment to
Agreement and Plan of Merger entered into as of January 20, 2017,
the Merger Agreement) and the proposal to approve the adjournment
or postponement of the special meeting, if necessary or
appropriate, for among other reasons, the solicitation of
additional proxies in the event that there are not sufficient
votes at the time of the special meeting to approve the issuance
of the Companys common stock to FairPoint stockholders in the
merger contemplated by the Merger Agreement. Stockholders of
record as of the close of business on February 17, 2017, the
record date for the special meeting, will be entitled to notice
of and to vote at the special meeting. The special meeting will
be held on March 28, 2017.

The press release announcing the setting of the record date for
the special meeting is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.

Safe Harbor

The Securities and Exchange Commission (SEC) encourages companies
to disclose forward-looking information so that investors can
better understand a companys future prospects and make informed
investment decisions. Certain statements in this communication
are forward-looking statements and are made to the safe harbor
provisions of the Securities Litigation Reform Act of 1995. These
forward-looking statements reflect, among other things, current
expectations, plans, strategies, and anticipated financial
results of Consolidated Communications Holdings, Inc. (the
Company) and FairPoint Communications, Inc. (FairPoint), both
separately and as a combined entity. There are a number of risks,
uncertainties, and conditions that may cause the actual results
of the Company and FairPoint, both separately and as a combined
entity, to differ materially from those expressed or implied by
these forward-looking statements. These risks and uncertainties
include the timing and ability to complete the proposed
acquisition of FairPoint by the Company, the expected benefits of
the integration of the two companies and successful integration
of FairPoints operations with those of the Company and
realization of the synergies from the integration, as well as a
number of factors related to the respective businesses of the
Company and FairPoint, including economic and financial market
conditions generally and economic conditions in the Companys and
FairPoints service areas; various risks to stockholders of not
receiving dividends and risks to the Companys ability to pursue
growth opportunities if the Company continues to pay dividends
according to the current dividend policy; various risks to the
price and volatility of the Companys common stock; changes in the
valuation of pension plan assets; the substantial amount of debt
and the Companys ability to repay or refinance it or incur
additional debt in the future; the Companys need for a
significant amount of cash to service and repay the debt and to
pay dividends on its common stock; restrictions contained in the
Companys debt agreements that limit the discretion of management
in operating the business; legal or regulatory proceedings or
other matters that impact the timing or ability to complete the
acquisition as contemplated, regulatory changes, including
changes to subsidies, rapid development and introduction of new
technologies and intense competition in the telecommunications
industry; risks associated with

the Companys possible pursuit of acquisitions; system failures;
losses of large customers or government contracts; risks
associated with the rights-of-way for the network; disruptions in
the relationship with third party vendors; losses of key
management personnel and the inability to attract and retain
highly qualified management and personnel in the future; changes
in the extensive governmental legislation and regulations
governing telecommunications providers and the provision of
telecommunications services; telecommunications carriers
disputing and/or avoiding their obligations to pay network access
charges for use of the Companys and FairPoints network; high
costs of regulatory compliance; the competitive impact of
legislation and regulatory changes in the telecommunications
industry; liability and compliance costs regarding environmental
regulations; the possibility of disruption from the integration
of the two companies making it more difficult to maintain
business and operational relationships; the possibility that the
acquisition is not consummated, including, but not limited to,
due to the failure to satisfy the closing conditions; the
possibility that the merger or the acquisition may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; and diversion of managements
attention from ongoing business operations and opportunities. A
detailed discussion of risks and uncertainties that could cause
actual results and events to differ materially from such
forward-looking statements are discussed in more detail in the
joint proxy statement of the Company and FairPoint, which also
constitutes a prospectus of the Company, filed by the Company
with the SEC to Rule 424(b)(3) on February 24, 2017, and in the
Companys and FairPoints respective filings with the SEC,
including the Annual Report on Form 10-K of the Company for the
year ended December 31, 2015, which was filed with the SEC on
February 29, 2016, under the heading Item 1ARisk Factors, and the
Annual Report on Form 10-K of FairPoint for the year ended
December 31, 2015, which was filed with the SEC on March 2, 2016,
under the heading Item 1ARisk Factors, and in subsequent reports
on Forms 10-Q and 8-K and other filings made with the SEC by each
of the Company and FairPoint. Many of these circumstances are
beyond the ability of the Company and FairPoint to control or
predict. Moreover, forward-looking statements necessarily involve
assumptions on the part of the Company and FairPoint. These
forward-looking statements generally are identified by the words
believe, expect, anticipate, estimate, project, intend, plan,
should, may, will, would, will be, will continue or similar
expressions. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements of the Company and
FairPoint, and their respective subsidiaries, both separately and
as a combined entity to be different from those expressed or
implied in the forward-looking statements. All forward-looking
statements attributable to us or persons acting on the respective
behalf of the Company or FairPoint are expressly qualified in
their entirety by the cautionary statements that appear
throughout this communication. Furthermore, forward-looking
statements speak only as of the date they are made. Except as
required under the federal securities laws or the rules and
regulations of the SEC, each of the Company and FairPoint
disclaim any intention or obligation to update or revise publicly
any forward-looking statements. You should not place undue
reliance on forward-looking statements.

Important Merger Information and Additional Information

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval. In connection with the proposed
transaction, the Company and FairPoint have and will file
relevant materials with the SEC. The Company filed a Registration
Statement on Form S-4 on January 26, 2017, which, as amended, was
declared effective on February 24, 2017, that includes a joint
proxy statement of the Company and FairPoint and which also
constitutes a prospectus of the Company. The Company and
FairPoint will mail the definitive joint proxy
statement/prospectus to their respective stockholders on or about
February 28, 2017. Investors are urged to read the
definitive joint proxy

statement/prospectus regarding the proposed transaction
because it contains important information. The
definitive joint proxy statement/prospectus and other relevant
documents that have been or will be filed by the Company and
FairPoint with the SEC are or will be available free of charge at
the SECs website, www.sec.gov, or by directing a request when
such a filing is made to Consolidated Communications Holdings,
Inc., 121 South 17th Street, Mattoon, IL 61938, Attention:
Investor Relations or to FairPoint Communications, Inc., 521 East
Morehead Street, Suite 500, Charlotte, North Carolina 28202,
Attention: Secretary.

The Company, FairPoint and certain of their respective directors,
executive officers and other members of management and employees
may be considered participants in the solicitation of proxies in
connection with the proposed transaction. Information
about the directors and executive officers of the Company is set
forth in its definitive proxy statement, which was filed with the
SEC on March 28, 2016. Information about the directors and
executive officers of FairPoint is set forth in its definitive
proxy statement, which was filed with the SEC on March 25, 2016,
and in the joint proxy statement/prospectus. These
documents can be obtained free of charge from the sources listed
above. Investors may obtain additional information regarding the
interests of such participants by reading the definitive joint
proxy statement/prospectus.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

About CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (NASDAQ:CNSL)

Consolidated Communications Holdings, Inc. is a holding company with operating subsidiaries that provide integrated communications services in consumer, commercial and carrier channels in California, Illinois, Iowa, Kansas, Minnesota, Missouri, North Dakota, Pennsylvania, South Dakota, Texas and Wisconsin. The Company operates as both an Incumbent Local Exchange Carrier (ILEC) and a Competitive Local Exchange Carrier (CLEC) dependent upon the territory served. The Company provides a range of services and products that include local and long-distance service, broadband Internet access, video services, Voice over Internet Protocol (VoIP), private line services, carrier grade access services, network capacity services over its regional fiber optic networks, cloud data services, data center and managed services, directory publishing, equipment sales and cloud data services. The Company markets services to its residential customers either individually or as a bundled package.

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (NASDAQ:CNSL) Recent Trading Information

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (NASDAQ:CNSL) closed its last trading session up +0.01 at 23.15 with 679,489 shares trading hands.