M&A: Consolidated Communications Holdings, Inc.

Form Type: SC 13E3/A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132888

Comments: This final amendment reports the completion of a merger where Consolidated Communications Holdings, Inc. was merged into Condor Merger Sub Inc. on December 27, 2024, becoming a wholly owned subsidiary of Searchlight III CVL LLC. As part of the merger, each share of common stock was converted into cash consideration of $4.70 per share, with specific provisions for shares held by certain entities and outstanding restricted share awards. Following the merger, trading of the company's shares on Nasdaq was suspended, and delisting actions were initiated. The company intends to file for termination of registration and suspend its reporting obligations under the Exchange Act, thereby concluding its public company status.

Document Link: View Document

Form Type: SCHEDULE 13D/A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: Update

Accession Number: 000095017024141666

Comments: On December 27, 2024, a merger occurred involving Consolidated Communications Holdings, Inc., with the company continuing as the Surviving Corporation. Upon the effective time of the merger, shares of common stock were cancelled and converted into cash of $4.70 per share, with specific exceptions for shares held by Parent or its subsidiaries. Searchlight III CVL transferred all its shares to Parent, resulting in Searchlight III CVL owning all outstanding shares of the Surviving Corporation. Subsequently, the Common Stock was delisted from Nasdaq prior to the merger. This amendment also notes the conversion of Searchlight III CVL, L.P. into Searchlight III CVL, LLC, prior to the merger, affecting its ownership structure. Following the merger, Searchlight and its affiliates ceased to own any shares of Common Stock.

Document Link: View Document

Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465924131847

Comments: On July 31, 2024, plaintiff Thomas C. Longman filed a Verified Class Action Complaint against Consolidated Communications Holdings, Inc. and its board of directors regarding the Agreement and Plan of Merger dated October 15, 2023, which involved Condor Holdings LLC and Condor Merger Sub Inc. Plaintiff alleges that the merger was not approved in accordance with Delaware law. The Company and the Board deny wrongdoing and assert compliance with the law. However, on December 20, 2024, to resolve any uncertainties from the Complaint, the Board ratified its approval of the Merger Agreement under Section 204 of the Delaware General Corporation Law.

Document Link: View Document

Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000110465924131978

Comments: On December 27, 2024, Consolidated Communications Holdings, Inc. completed a merger with Condor Holdings LLC and Condor Merger Sub Inc., resulting in Consolidated Communications becoming a wholly owned subsidiary of an affiliate of Searchlight Capital Partners. As per the Merger Agreement signed on October 15, 2023, all shares of the Company Common Stock outstanding immediately before the merger were automatically cancelled and converted into cash payments of $4.70 per share. Prior to the merger, trading of the Company Common Stock on Nasdaq was halted, and a Form 25 was filed for removal from listing. Additionally, the Company's board of directors resigned and the organization's governance structure was amended to align with that of the surviving entity. The merger led to a change of control of the Company.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132144

Comments: On December 27, 2024, Consolidated Communications Holdings, Inc. filed a post-effective amendment No. 3 to its registration statement on Form S-8 to Form S-4/A (No. 333-198000) to reflect the merger of Merger Sub Inc. with and into the Registrant. The merger was executed pursuant to an Agreement and Plan of Merger dated as of October 15, 2023. Following the merger, the Registrant will continue as the surviving corporation. Consequently, all offerings of the Registrant’s securities under its existing registration statements are terminated, and the Registrant deregisters any unsold securities that were registered under the terminated statement. The filing certifies that the Registrant meets all requirements for filing on Form S-8 and is properly signed by J. Garrett Van Osdell, the Chief Legal Officer.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132148

Comments: On December 27, 2024, Consolidated Communications Holdings, Inc. filed a Post-Effective Amendment No. 2 to its Form S-8 Registration Statement No. 333-135440 under the Securities Act of 1933. This filing pertains to the merger of the Registrant with Condor Holdings LLC and Condor Merger Sub Inc. on December 27, 2024. As a consequence of this merger, Consolidated Communications has terminated all securities offerings under existing registration statements and has deregistered any unsold securities registered under the Registration Statement. The document certifies that the Registrant fulfills the necessary requirements for filing on Form S-8 and addresses changes resulting from the termination of the Registration Statement following the merger.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000110465924132149

Comments: On December 27, 2024, Consolidated Communications Holdings, Inc. completed a merger with Condor Holdings LLC and Condor Merger Sub Inc. as outlined in the Agreement and Plan of Merger dated October 15, 2023. Following this merger, Consolidated Communications is the surviving entity and has terminated all offerings of its securities as registered under its various Form S-8 registration statements with the SEC. This includes the cancellation of any unissued securities remaining under these statements, and the document serves as a regulatory compliance measure to reflect this deregistration and termination of securities registration.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132150

Comments: On December 27, 2024, pursuant to an Agreement and Plan of Merger dated October 15, 2023, Condor Merger Sub Inc. merged with and into Consolidated Communications Holdings, Inc., with the Registrant continuing as the surviving corporation. This merger resulted in the termination of all offerings of the Registrant’s securities under existing registration statements made under the Securities Act of 1933. The Registrant has initiated post-effective amendments to deregister any and all unsold securities registered for sale under the previously filed registration statements, thereby reflecting this deregistration as required. The Registrant certifies its eligibility to file on Form S-8 and authorizes the necessary signing of amendments to act on its behalf.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000110465924132151

Comments: On December 27, 2024, Consolidated Communications Holdings, Inc. completed a merger with Condor Holdings LLC and Condor Merger Sub Inc., whereby the Merger Sub merged into the Registrant with the Registrant being the surviving entity. This merger led to the termination of all offerings of the Registrant's securities, as the Registrant removed from registration any unsold securities under its existing registration statements filed with the SEC. The document serves as a post-effective amendment to various previously filed S-8 registration statements, reflecting the deregistration of these securities in light of the merger.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000110465924132152

Comments: On December 27, 2024, Consolidated Communications Holdings, Inc. filed a Post-Effective Amendment to its Form S-8 Registration Statements as part of a merger agreement dated October 15, 2023, whereby Condor Holdings LLC and Condor Merger Sub Inc. merged with and into the Registrant. Following the completion of this merger, the Registrant is continuing as the surviving corporation. As a result of the merger, the Registrant has terminated all offerings of its securities under existing registration statements and has deregistered any unsold securities that were registered for sale under these statements. The Registrant certifies compliance with requirements for filing on Form S-8 amidst these developments.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132153

Comments: On December 27, 2024, Consolidated Communications Holdings, Inc. completed a merger with Condor Holdings LLC and Condor Merger Sub Inc. as per the Agreement and Plan of Merger dated October 15, 2023. Following the merger, Consolidated Communications Holdings, Inc. continues as the surviving entity. Because of this transaction, the company is terminating all offerings of its securities registered under existing registration statements as mandated by the Securities Act of 1933. The document includes a post-effective amendment that deregisters any unsold securities from prior registration statements.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000110465924132155

Comments: On December 27, 2024, Consolidated Communications Holdings, Inc. completed a merger with Condor Holdings LLC and Condor Merger Sub Inc., whereby Merger Sub merged into Consolidated Communications, which is now the surviving corporation. As a result of this merger, all offerings of the company's securities under its existing registration statements have been terminated. The company has filed post-effective amendments to deregister any unsold securities from its previous registration statements under the Securities Act of 1933. The document continues with the certification that the company meets the requirements for filing on Form S-8 and includes signatures from the Chief Legal Officer, confirming the authority to execute these amendments.

Document Link: View Document

Form Type: S-8 POS

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132156

Comments: On December 27, 2024, Consolidated Communications Holdings, Inc. filed a post-effective amendment pertaining to several previously filed registration statements on Form S-8. This action is in connection with a merger agreement dated October 15, 2023, where Condor Holdings LLC and Condor Merger Sub Inc. were involved in a merger with Consolidated Communications Holdings, Inc., resulting in it being the surviving entity. Following the merger, the Registrant has terminated all offerings of its securities under the existing registration statements due to the merger. As a part of this process, it is officially deregistering any unregistered securities that remain unsold under the aforementioned statements. The document confirms compliance with filing requirements and includes the signature of the Chief Legal Officer of the company, J. Garrett Van Osdell.

Document Link: View Document

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000110465924131086

Comments: On December 23, 2024, Consolidated Communications Holdings, Inc. reported that it is set to complete a merger with Condor Holdings LLC, following the receipt of necessary regulatory approvals from the Federal Communications Commission. The merger was initially agreed upon on October 15, 2023, and involves Condor Merger Sub Inc. merging with Consolidated Communications Holdings. Upon completion, the company will become a wholly owned subsidiary of Searchlight Capital Partners. The transaction is expected to close on December 27, 2024, marking a significant change in the ownership structure of the company as it will continue to operate under its name while being fully owned by an affiliate of Searchlight Capital.

Document Link: View Document