FairPoint Communications, Inc. (NASDAQ:FRP) Files An 8-K Submission of Matters to a Vote of Security Holders

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FairPoint Communications, Inc. (NASDAQ:FRP) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 28, 2017, FairPoint Communications, Inc. (the “Company”)
held a special meeting of its stockholders (the “Special
Meeting”) and voted upon the following proposals:
1.
The adoption of the Agreement and Plan of Merger, dated as of
December 3, 2016, as the same may be amended from time to
time (the “Merger Agreement”), by and among the Company,
Consolidated Communications Holdings, Inc., a Delaware
corporation (“Consolidated”), and Falcon Merger Sub, Inc.,
a Delaware corporation and a wholly-owned subsidiary of
Consolidated (“Merger Sub”), to which Merger Sub will merge
with and into the Company, with the Company as the surviving
entity (the “Merger”), and approval of the transactions
contemplated thereby, including the Merger (the “FairPoint
Merger Proposal”); and
2.
The approval, by a non-binding advisory vote, of the change
in control payments to the Company’s named executive
officers.
The matters acted upon at the special meeting are described in more
detail in the definitive joint proxy statement/prospectus of the
Company and Consolidated on Form S-4, which Consolidated filed with
the Securities and Exchange Commission on February 24, 2017 and the
Company filed with the Securities and Exchange Commission as a
definitive proxy statement on February 27, 2017.
Of the 27,247,221 shares of common stock of the Company outstanding
and entitled to vote at the Special Meeting, 21,226,789, or
approximately 77.9%, were represented at the meeting in person or
by proxy, and therefore a quorum was present.
Shareholders approved the Merger Agreement and the transactions
contemplated thereby, including the FairPoint Merger Proposal,
based upon the following votes:
Votes in Favor
Votes Against
Abstentions
20,385,218
319,520
522,051
The non-binding advisory vote on the change in control payments to
the Company’s named executive officers received the following
votes:
Votes in Favor
Votes Against
Abstentions
10,208,382
10,492,856
525,551
Item 8.01 Other Events.
On March 28, 2017, the Company issued a press release to announce
the approval of the Merger with Consolidated. A copy of the press
release is included as Exhibit 99.1 to this Current Report on Form
8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
99.1
Press Release


About FairPoint Communications, Inc. (NASDAQ:FRP)

FairPoint Communications, Inc. is a provider of communications services to business, wholesale and residential customers within its service territories. The Company operates through providing data, voice and communications services to business, wholesale and residential customers segment. The Company provides services, such as Data and Internet Services, which include optical, Ethernet, IP services, Ethernet virtual circuit technology for cellular backhaul and private line special access services; Voice Services, which include Local Calling Services, Long Distance Services and 9-1-1 Services; Access, which include Network Transport Services, Network Switched Access Service, Interstate Access Charges and Intrastate Access Charges, and Other services, which include video services, including cable television and video-over- digital subscriber line (DSL), and directory services. It provides cellular transport, also known as backhaul, through over 1,900 mobile Ethernet backhaul connections.

FairPoint Communications, Inc. (NASDAQ:FRP) Recent Trading Information

FairPoint Communications, Inc. (NASDAQ:FRP) closed its last trading session up +0.10 at 16.45 with 93,016 shares trading hands.