CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (NASDAQ:CNSL) Files An 8-K Other Events
Item 8.01. Other Events.
Litigation Related to the FairPoint Merger
As previously reported on a Current Report on Form 8-K, filed on
March 22, 2017 (the March 22 Form 8-K), by Consolidated
Communications Holdings, Inc. (Consolidated), on March 22, 2017,
the Court of Chancery of the State of Delaware in the lawsuit
captioned Vento v. Currey, et al. (CaseNo.2017-0157)
(the Lawsuit) issued a letter decision stating that it would
preliminarily enjoin approval of Consolidateds stockholders (the
Consolidated Stockholder Vote) of the issuance of Consolidateds
common stock to stockholders of FairPoint Communications, Inc.
(FairPoint) in the merger (the Merger) contemplated by the
previously disclosed Agreement and Plan of Merger by and among
Consolidated, FairPoint and Falcon Merger Sub, Inc., a
wholly-owned subsidiary of Consolidated (the Injunction), until
five days after such time as Consolidated has supplemented its
disclosures in connection with the Consolidated Stockholder Vote
to include a clear and direct explanation of the amount of
financing-related fees that Consolidateds financial advisor,
Morgan Stanley Co. LLC, or any of its affiliates stands to
receive in connection with the Merger if the Merger is
consummated.
In response to the Injunction, Consolidated supplemented the
disclosures described above in the March 22 Form 8-K.
Subsequently on March 22, 2017, the Injunction was vacated, and
the Lawsuit was dismissed in a timely manner that would not cause
any delay of the special meeting of Consolidateds stockholders,
which will be held on March 28, 2017, as scheduled.
Cautionary Note Regarding Forward-looking Statements
The Securities and Exchange Commission (the 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 (the Joint Proxy Statement/Prospectus), 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, 2016, which was filed with the SEC on
March 1, 2017, under the heading Item 1ARisk Factors, and the
Annual Report on Form 10-K of FairPoint for the year ended
December 31, 2016, which was filed with the SEC on March 6, 2017,
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 and FairPoint have
mailed the Joint Proxy Statement/Prospectus to their respective
stockholders.
|
|
Investors are urged to read the Joint Proxy
Statement/Prospectus regarding the proposed transaction because
it contains important information. The 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 Joint Proxy
Statement/Prospectus.
|
|
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 00.00 at 22.85 with 493,405 shares trading hands.