Item 8.01. Other Events.
Litigation
Related to the FairPoint Merger
As previously
disclosed, on December 3, 2016, Consolidated Communications Holdings, Inc. (“Consolidated”), Falcon Merger Sub, Inc.,
a newly formed Delaware corporation and wholly-owned subsidiary of Consolidated (“Merger Sub”), and FairPoint Communications,
Inc. (“FairPoint”) entered into an Agreement and Plan of Merger (as amended by the First Amendment to Agreement and
Plan of Merger entered into as of January 20, 2017, the “Merger Agreement”).
On February 24,
2017, Consolidated filed a joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) that forms part
of the Registration Statement on Form S-4, as amended (the “Registration Statement”), filed by Consolidated with the
Securities and Exchange Commission (the “SEC”) on February 24, 2017 in connection with the merger (the “Merger”)
contemplated by the Merger Agreement, and that was also filed by FairPoint with the SEC on Schedule 14A on February 27, 2017 in
connection with the Merger.
As more fully
described on page 95 of the Joint Proxy Statement/Prospectus, on February 7, 2017, an alleged class action complaint was filed,
by a purported stockholder of FairPoint in the United Stated District Court for the Western District of North Carolina (Case No. 3:17-cv-51)
against FairPoint, the members of the FairPoint board of directors, Consolidated and Merger Sub (the “North Carolina Action”).
Among other things, the complaint alleged that the disclosures in the Registration Statement were materially incomplete and misleading
in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended. The plaintiff sought to enjoin
the defendants from consummating the Merger on the agreed-upon terms or, alternatively, to rescind the Merger in the event the
defendants consummate the Merger, in addition to damages and attorney fees and costs.
On March 7, 2017,
the plaintiff filed a motion for preliminary injunction to enjoin FairPoint’s special meeting of stockholders, which will
be held on March 28, 2017, to approve the proposed Merger.
On
March 17, 2017, the plaintiff voluntarily dismissed the North Carolina Action with prejudice as to his individual claims and without
prejudice as to the claims of the putative class.
No payment, promise of payment, or other consideration has been offered
or made to the plaintiff or his attorneys.
Cautionary Note Regarding Forward-looking Statements
The Securities and Exchange Commission (the “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 joint proxy
statement of the Company and FairPoint, which also constitutes a prospectus of the Company, filed by the Company with the SEC pursuant
to Rule 424(b)(3) on February 24, 2017 (the “Joint Proxy Statement/Prospectus”), 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, 2016,
which was filed with the SEC on March 1, 2017, under the heading “Item 1A—Risk Factors,” and the Annual Report
on Form 10-K of FairPoint for the year ended December 31, 2016, which was filed with the SEC on March 6, 2017, 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 and FairPoint have mailed the Joint Proxy
Statement/Prospectus to their respective stockholders.
Investors are urged to read the Joint Proxy Statement/Prospectus regarding
the proposed transaction because it contains 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, 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.