On January 11, 2024, Consolidated Communications Holdings, Inc. (the “Company”) issued the following press release in connection with the Agreement and Plan of Merger, dated October 15, 2023, by and among the Company, Condor Holdings LLC and Condor Merger Sub Inc., which contains a brief description of the investor presentation filed by the Company with the U.S. Securities and Exchange Commission on January 10, 2024 and a copy of a letter to shareholders issued by the special committee of the Company’s board of directors. A copy of the letter, in the format being mailed to the Company’s shareholders, can also be found below.
Consolidated Communications Files Investor Presentation
Highlighting Benefits of Proposed Transaction with Searchlight and BCI
Mails Letter to Shareholders Reiterating that Shareholders Should Vote “FOR” the Value Maximizing Transaction TODAY
MATTOON, Ill. — January 11, 2024 — Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), filed an investor presentation with the U.S. Securities and Exchange Commission (“SEC”) on January 10, 2024 in connection with the Company’s upcoming special meeting of shareholders (the “Special Meeting”) on January 31, 2024. The presentation is available on the Company’s investor relations website at https://ir.consolidated.com/.
The Company urges its shareholders to 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”). Shareholders of record as of December 13, 2023, are entitled to vote at the Special Meeting.
Highlights of the presentation include:
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Transaction offers a compelling valuation, and shifts execution, liquidity, and market risk to buyers
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All-cash offer at a 70% premium to Consolidated’s unaffected1 share price is significantly higher than public and take-private precedent transactions, and exceeds analysts’ price targets, despite material sector-wide decline.
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Implied 9.6x LTM EBITDA multiple is higher than any Local Exchange Carrier precedent transaction in at least a decade.
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Eliminates ongoing uncertainty of liquidity, funding and execution risks, transferring those risks to Searchlight and BCI.
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Extensive special committee process over six months examined multiple strategic alternatives and achieved a 17.5% increase in price to the original offer.
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Standalone plan carries more downside risk than upside risk
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Consolidated no longer has the liquidity to fund its prior standalone growth plans and sufficient external financing is not readily available.
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Liquidity constraints add serious risk to the Company’s capital-intensive fiber transformation, which is a requirement if the Company is to remain competitive and deliver growth.
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Time to market is imperative — those who are first to market with fiber offerings will be best-positioned to take and hold significant share. Delays to Consolidated’s fiber build due to liquidity constraints cedes its incumbency advantage, presenting potential franchise risk.