CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (NASDAQ:CNSL) Files An 8-K Other Events
Item 8.01. Other Events.
On December 6, 2016, Consolidated Communications Holdings, Inc.
(the Company) issued a press release announcing that it has
entered a definitive agreement with ePlus Technology inc.
(ePlus), and closed on the sale of the Companys Enterprise
Services equipment and IT Services business to ePlus, and as part
of this transaction, the Company has entered into a strategic
partnership with ePlus to cross-sell both broadband network
services and IT Services. A copy of the press release is attached
hereto as Exhibit 99.1 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 filing 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 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 the common stock; restrictions
contained in the 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 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
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 filing. 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 will file relevant
materials with the SEC. The Company will file a Registration
Statement on Form S-4 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 final
joint proxy statement/prospectus to their respective
stockholders. Investors are urged to read the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available, because it will contain 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. 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 the Company and
FairPoint will file with the SEC when it becomes available.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| No. | Description |
| 99.1 | Press release dated December 6, 2016 |
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 27.21 with 1,577,090 shares trading hands.