Item 8.01. Other Events.
On February 17, 2017, Consolidated Communications Holdings, Inc. (the “Company”)
issued a press release announcing that its board of directors had declared the Company’s next quarterly dividend of $0.38738
per share on the Company’s common stock. 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 communication 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 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 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 its common stock; restrictions contained in the
Company’s 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 or the acquisition 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 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 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 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 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, 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.