Consolidated Communications Holdings, Inc. (NASDAQ:CNSL) Files An 8-K Results of Operations and Financial Condition
Item 2.02. Results of Operations and Financial Condition.
On February 23, 2017, Consolidated Communications Holdings, Inc.
issued a press release to report its results of operations and
financial condition as of and for the quarter and full-year
period ended December 31, 2016. A copy of this press release is
included as Exhibit 99.1 to this Form 8-K and incorporated into
this Item 2.02 by reference.
The information in this Form 8-K, including Exhibit 99.1, is
being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934 (the Exchange
Act) or otherwise subject to the liabilities of that section, nor
shall it be deemed to be incorporated by reference in any
registration statement or other document filed under the
Securities Act of 1933 or the Exchange Act, except as otherwise
stated in such filing.
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 Registration Statement on
Form S-4 that the Company filed with the SEC on January 26, 2017
that includes a joint proxy statement of the Company and
FairPoint and which also constitutes a prospectus of the Company
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 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 definitive joint proxy
statement/prospectus to their respective stockholders when it
becomes available. Investors are urged to read the joint
proxy statement/prospectus regarding the proposed transaction,
which contains important information, and any amendments thereto
when they become available. 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, and any amendments thereto that the Company
and FairPoint file with the SEC when they become available.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| No. | Description | |
| 99.1 | Press release dated February 23, 2017 | |
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 26.62 with 487,230 shares trading hands.