UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary Proxy
Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive
Proxy Statement
x Definitive
Additional Materials
¨ Soliciting
Material Pursuant to Rule 14a-12
Consolidated
Communications Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box)
x No fee required.
¨ Fee paid
previously with preliminary materials.
¨ Fee computed
on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
On January 19, 2024, Consolidated Communications
Holdings, Inc., a Delaware corporation (“Consolidated Communications,” “Consolidated” or the “Company”),
issued the following press release in connection with the Company’s special meeting of shareholders to be held on January 31,
2024.
Leading Independent Proxy Advisory Firm ISS
Recommends Consolidated Communications Shareholders Vote “FOR” the Proposed Transaction with Searchlight and BCI
Consolidated Urges Shareholders to Vote FOR
the Proposed Transaction Today
MATTOON, Ill.—January 19, 2024 – Consolidated
Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in
the U.S., today announced that a leading independent proxy advisory firm, Institutional Shareholder Services (“ISS”), has recommended
that Consolidated shareholders vote “FOR” the proposed acquisition of the Company by affiliates of Searchlight Capital Partners,
L.P. (“Searchlight”) and British Columbia Investment Management Corporation (“BCI”) (the “Proposed Transaction”).
The Company’s special meeting of shareholders (the “Special
Meeting”) to vote on the Proposed Transaction is scheduled for January 31, 2024. Consolidated urges its shareholders to vote
FOR the Proposed Transaction today.
Consolidated issued the following statement regarding the ISS recommendation
to vote FOR the Proposed Transaction:
“We are pleased ISS recognizes that the Proposed Transaction
maximizes the value our shareholders can receive by eliminating the risk they would bear should Consolidated remain a standalone company.
The Proposed Transaction provides our shareholders with significant and certain value for their investments.”
In recommending that Company shareholders vote FOR the Proposed Transaction, ISS
stated1:
| · | “The frustration of long-term shareholders who have experienced a substantial decline in share value over a period of significant
infrastructure investment by the company is understandable. At the same time, there is an immediate and sizable downside risk in rejecting
the deal. Moreover, management's ability to execute on its projected plan seems far from assured, as the plan leaves little margin for
error and any underperformance could force the company to raise further capital, an expensive and likely dilutive proposition for shareholders.
In light of these factors, support for the proposed transaction is warranted.” |
| · | “CNSL's outperformance against the broader market index and the median of its peers since the unaffected date indicates a potential
downside risk of non-approval. From the release of its Q4 2022 earnings on Feb. 28, 2023 through the April 12, 2023 unaffected
date, CNSL traded at a median of $2.54 per share, and the company estimates that if the deal breaks it is likely that shares would trade
below the unaffected price of $2.76. Though it is difficult to predict exactly where shares may trade if the deal breaks, it does not
appear unreasonable to expect shares to trade below $3.00 in the near term, and it would not be surprising to see shares revert to the
unaffected price.” |
| · | “At the transaction announcement, the company stated the offer implied a valuation of approximately 9.6x LTM EBITDA, equal to
approximately 8.6x EV/2024E adjusted EBITDA. Per information from Bloomberg, the company traded at a median 7.6x EV/NTM EBITDA over the
52 weeks before the unaffected date, while the company's identified peers traded at a median of 7.0x EV/NTM EBITDA over the same period.
These factors lend support to the company's argument that the premium being offered to shareholders is attractive.” |
Shareholders with questions or who require assistance voting their
shares should contact Consolidated’s proxy solicitor, Morrow Sodali. Shareholders may call toll-free: (800) 662-5200 or +1 (203)
658-9400 (international) or email CNSL@info.morrowsodali.com.
1
Permission to use quotations from ISS was neither sought nor obtained.
Advisors
Rothschild & Co is acting as financial advisor to the special
committee and Cravath, Swaine & Moore LLP is acting as its legal counsel. Latham & Watkins LLP is providing legal counsel
to Consolidated Communications.
About Consolidated Communications
Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) is dedicated
to moving people, businesses and communities forward by delivering the most reliable fiber communications solutions. Consumers, businesses
and wireless and wireline carriers depend on Consolidated for a wide range of high-speed internet, data, phone, security, cloud and wholesale
carrier solutions. With a network spanning nearly 60,000 fiber route miles, Consolidated is a top 10 U.S. fiber provider, turning technology
into solutions that are backed by exceptional customer support.
Forward-Looking Statements
Certain statements in this communication are forward-looking statements
and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
reflect, among other things, the Company’s current expectations, plans, strategies and anticipated financial results.
There are a number of risks, uncertainties and conditions that may
cause the Company’s actual results to differ materially from those expressed or implied by these forward-looking statements, including:
(i) the risk that the Proposed Transaction may not be completed in a timely manner or at all; (ii) the failure to receive, on
a timely basis or otherwise, the required approvals of the Proposed Transaction by the Company’s stockholders; (iii) the possibility
that any or all of the various conditions to the consummation of the Proposed Transaction may not be satisfied or waived, including the
failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions
placed on such approvals); (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the
occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement
relating to the Proposed Transaction, including in circumstances which would require the Company to pay a termination fee; (vi) the
effect of the announcement or pendency of the Proposed Transaction on the Company’s ability to attract, motivate or retain key executives
and employees, its ability to maintain relationships with its customers, suppliers and other business counterparties, or its operating
results and business generally; (vii) risks related to the Proposed Transaction diverting management’s attention from the Company’s
ongoing business operations; (viii) the amount of costs, fees and expenses related to the Proposed Transaction; (ix) the risk
that the Company’s stock price may decline significantly if the Proposed Transaction is not consummated; (x) the risk of shareholder
litigation in connection with the Proposed Transaction, including resulting expense or delay; and (xi) (A) the risk factors
described in Part I, Item 1A of Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31,
2022 and (B) the other risk factors identified from time to time in the Company’s other filings with the SEC. Filings with
the SEC are available on the SEC’s website at http://www.sec.gov.
Many of these circumstances are beyond the Company’s ability
to control or predict. These forward-looking statements necessarily involve assumptions on the Company's part. These forward-looking statements
generally are identified by the words “believe,” “expect,” “anticipate,” “intend,” “plan,”
“should,” “may,” “will,” “would” or similar expressions. All forward-looking statements
attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the cautionary
statements that appear throughout this communication. Furthermore, undue reliance should not be placed on forward-looking statements,
which are based on the information currently available to the Company and speak only as of the date they are made. The Company disclaims
any intention or obligation to update or revise publicly any forward-looking statements.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect
of the Proposed Transaction. The Special Meeting will be held on January 31, 2024 at 9:00 A.M. Central Time, at which meeting
the stockholders of the Company will be asked to consider and vote on a proposal to adopt the merger agreement and approve the Proposed
Transaction. In connection with the Proposed Transaction, the Company filed relevant materials with the SEC, including the Proxy Statement.
The Company commenced mailing the Proxy Statement and a proxy card to each stockholder of the Company entitled to vote at the Special
Meeting on December 18, 2023. In addition, the Company and certain affiliates of the Company jointly filed an amended transaction
statement on Schedule 13e-3 (the “Schedule 13e-3”). INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND THE SCHEDULE 13E-3, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, SEARCHLIGHT AND BCI AND THE PROPOSED TRANSACTION. Investors and stockholders of the Company are able to obtain these documents
free of charge from the SEC’s website at www.sec.gov, or free of charge from the Company by directing a request to the Company at
2116 South 17th Street, Mattoon, IL 61938, Attention: Investor Relations or at tel: +1 (844) 909-2675.
Contacts
Philip Kranz, Investor Relations
+1 217-238-8480
Philip.kranz@consolidated.com
Jennifer Spaude, Media Relations
+1 507-386-3765
Jennifer.spaude@consolidated.com
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