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 Company’s 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 company’s future prospects and make informed
investment decisions. Certain statements in this filing are forward-looking statements and are made pursuant 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 FairPoint’s
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 Company’s and FairPoint’s service areas; various risks to stockholders of not receiving dividends
and risks to the Company’s 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 Company’s common stock; changes in the valuation
of pension plan assets; the substantial amount of debt and the Company’s ability to repay or refinance it or incur additional
debt in the future; the Company’s 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 Company’s 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 Company’s and FairPoint’s 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 management’s
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 Company’s and FairPoint’s
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 1A—Risk 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 1A—Risk 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 SEC’s 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.