Consolidated Communications Announces Receipt of “Take Private” Proposal from Searchlight Capital and British Columbia Investment Management

Rhea-AI Summary

Consolidated Communications (CNSL) announced that its board has received a non-binding proposal from Searchlight Capital Partners and British Columbia Investment Management Corporation to acquire all outstanding shares not owned by them for $4.00 each. Searchlight currently holds 34.3% of shares. The board plans to form a special committee of independent directors to evaluate this proposal and any alternative options. The proposal is contingent upon approval from a special committee and a majority of shares not owned by the Searchlight Group. Shareholders are cautioned that the proposal is non-binding, and no agreements have been made yet regarding the transaction.

Positive

• Searchlight Capital Partners and British Columbia Investment Management Corporation propose to acquire CNSL shares at $4.00 each, indicating interest and potential value for shareholders.

Negative

• The proposal is non-binding, meaning there is no guaranteed transaction at this point.
• Any deal requires approval from the majority of shares not owned by the Searchlight Group, which could complicate the process.

MATTOON, Ill.--(BUSINESS WIRE)-- Consolidated Communications (Nasdaq: CNSL) (“Consolidated” or the “Company”) today announced that its board of directors (the “Board”) received a non-binding proposal letter, dated April 12, 2023, from Searchlight Capital Partners, L.P. (together with its affiliated investment funds, “Searchlight”) and British Columbia Investment Management Corporation (“BCI” and together with Searchlight, the “Searchlight Group”), to acquire all of the outstanding common shares of Consolidated not already owned by the Searchlight Group for cash consideration of $4.00 per share.

Searchlight owns 34.3% of the Company’s outstanding common shares, based on their most recent Schedule 13D filing dated April 12, 2023.

The proposal letter states that any potential transaction must be subject to the approval and recommendation by a special committee of independent and disinterested directors, advised by independent legal and financial advisors. The proposal letter also indicates that any potential transaction would be subject to a non-waivable condition requiring the approval of the holders of a majority of the shares of Common Stock that are not owned by the Searchlight Group.

The Board intends to establish a special committee consisting of independent directors of the Board to review and consider the proposal, as well as any other alternative proposals or other strategic alternatives that may be available to the Company.

Consolidated cautions its shareholders and others considering trading in Consolidated’s securities that Consolidated has only recently received the proposal letter and has not had an opportunity to carefully review and evaluate the proposal or make any decision with respect to Consolidated’s response to the proposal. The proposal constitutes only an indication of interest by the Searchlight Group and does not constitute a binding commitment with respect to the proposed transaction or any other transaction. No agreement, arrangement or understanding between Consolidated and the Searchlight Group relating to any proposed transaction will be created unless definitive documentation is executed and delivered by the appropriate parties.

Consolidated does not undertake any obligation to provide any updates with respect to this or any other transaction, or to provide any additional disclosures to reflect subsequent events, new information or future circumstances, except as required under applicable law.

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 more than 58,000 fiber route miles, Consolidated is a top 10 U.S. fiber provider, turning technology into solutions that are backed by exceptional customer support. Learn more at consolidated.com. Connect with us on social media.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230413005826/en/

Jennifer Spaude, Media Relations

507-386-3765

Jennifer.spaude@consolidated.com

Philip Kranz, Investor Relations

217-238-8480

philip.kranz@consolidated.com

Source: Consolidated Communications

FAQ

What is the recent proposal about Consolidated Communications (CNSL)?

Consolidated Communications received a non-binding proposal from Searchlight Capital Partners to acquire outstanding shares for $4.00 each.

Who proposed the acquisition of CNSL shares?

The acquisition proposal was made by Searchlight Capital Partners and British Columbia Investment Management Corporation.

What percentage of CNSL shares does Searchlight Capital currently own?

Searchlight Capital currently owns 34.3% of Consolidated Communications' outstanding shares.

What conditions must be met for the CNSL acquisition proposal to proceed?

The proposal requires approval from a special committee of independent directors and a majority of shareholders not owned by the Searchlight Group.

Is the proposal for CNSL shares binding?

No, the proposal is non-binding and does not constitute a commitment to proceed with a transaction.