SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Searchlight III CVL, L.P.

(Last)

(First)

(Middle)

C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.

745 5TH AVENUE - 27TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Consolidated Communications Holdings, Inc. [ CNSL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK⁽¹⁾	12/07/2021		A		15,115,899	A	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	39,338,753	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
SERIES A PERPETUAL PREFERRED STOCK⁽¹⁾	12/07/2021		A		434,266	A	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	434,266⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
SUBORDINATED NOTE	$0.00⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	12/07/2021		M		434,266,000⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾		12/07/2021	⁽⁸⁾	SERIES A PERPETUAL PREFERRED STOCK	434,266	$0.00⁽⁴⁾	$434,266,000⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
SUBORDINATED NOTE	$0.00⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	12/07/2021		M			434,266,000⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	12/07/2021	⁽⁸⁾	SERIES A PERPETUAL PREFERRED STOCK	434,266	$0.00⁽⁴⁾	0	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Searchlight III CVL, L.P.

(Last)

(First)

(Middle)

C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.

745 5TH AVENUE - 27TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Searchlight III CVL GP, LLC

(Last)

(First)

(Middle)

C/O SEARCHLIGHT CAPITAL PARTNERS, L.P.

745 5TH AVENUE - 27TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Act of 1934, as amended to report transactions in respect of the common stock, par value $0.01 per share ("Common Stock") and Series A perpetual preferred stock, par value $0.01 per share ("Series A Perpetual Preferred Stock") of Consolidated Communications Holdings, Inc. (the "Issuer") that Searchlight III CVL, L.P. ("Searchlight III CVL") and Searchlight III CVL GP, LLC, a Delaware limited liability company and the general partner of Searchlight III CVL ("Searchlight III CVL GP" and, together with Searchlight III CVL, the "Reporting Persons") may be deemed to beneficially own.

2. Searchlight III CVL is a Delaware limited partnership that was formed to effect the investment (the "Investment") in the Issuer's securities in connection with that certain Investment Agreement, dated as of September 13, 2020, by and between Searchlight III CVL and the Issuer (the "Investment Agreement"). The general partner of the Searchlight III CVL is Searchlight III CVL GP. Searchlight III CVL GP is a Delaware limited liability company that was formed to effect the Investment. Eric Zinterhofer is the sole member of Searchlight III CVL GP and directly or indirectly controls the investment and voting decisions of Searchlight III CVL GP.

3. The reported securities may be deemed to be owned directly by Searchlight III CVL and indirectly by Searchlight III CVL GP. Each of the Reporting Persons and Mr. Zinterhofer disclaim beneficial ownership of any shares of Common Stock by the Record Holders or that may be beneficially owned by any of the other Reporting Persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. On October 2, 2020, in connection with the Investment Agreement: (i) the Issuer issued to the Searchlight III CVL 6,352,842 shares of Common Stock, (ii) the Issuer agreed to issue to Searchlight III CVL a subordinated note with an aggregate principal amount of approximately $395.5 million (the "Note"), which upon the occurrence of the Second Closing (as defined below) would become convertible into shares Series A Perpetual Preferred Stock and (iii) the Issuer and Searchlight III CVL entered into a contingent payment right agreement (the "CPR Agreement") pursuant to which the Issuer issued to Searchlight III CVL a contingent payment right (the "Contingent Payment Right") that was automatically convertible into shares of Common Stock subject to the terms and conditions of the CPR Agreement.

5. (Continued from Footnote 4): On July 15, 2021, the Issuer received the final state public utility commission regulatory approval necessary for the conversion of the Contingent Payment Right into shares of Common Stock. As a result, the Contingent Payment Right was automatically converted into 17,870,012 shares of Common Stock, which shares were issued to Searchlight III CVL on July 16, 2021.

6. (Continued from Footnote 5): On December 7, 2021, following the satisfaction of certain customary closing conditions set forth in the Investment Agreement, the Issuer and Searchlight III CVL consummated the Second Closing (as defined herein), pursuant to which (i) Searchlight III CVL invested an additional $75 million into the Issuer and received, among other things, an additional 15,115,899 shares of Common Stock and (ii) the Note was issued to Searchlight III CVL out of escrow (the "Second Closing"). In addition, effective as of December 7, 2021, Searchlight III CVL exercised its option to convert the Note into shares of Series A Perpetual Preferred Stock.

7. (Continued from Footnote 6): Pursuant to the terms therein, the Note was converted into 434,266 shares of Series A Perpetual Preferred Stock based on a conversion rate of $1.00 in liquidation preference of Series A Perpetual Preferred Stock per $1.00 of aggregate principal amount of the Note (the "Conversion Rate"), of which 50,000 shares of Series A Perpetual Preferred Stock were deposited into escrow by the Issuer at Searchlight III CVL's direction.

8. Pursuant to the terms of the Note, in the event that Searchlight III CVL does not exercise its conversion right by the date that is one (1) business day following the date of the Second Closing, then the Issuer shall have the right to cause the conversion of the Note, in whole and not in part, into Series A Perpetual Preferred Stock at the Conversion Rate at any time thereafter.

Remarks:

	SEARCHLIGHT III CVL, L.P., By: Searchlight III CVL GP, LLC, its General Partner, By: /s/ Andrew Frey, Name: Andrew Frey, Title: Authorized Person	12/09/2021
	SEARCHLIGHT III CVL GP, LLC, By: /s/ Andrew Frey, Name: Andrew Frey, Title: Authorized Person	12/09/2021
	** Signature of Reporting Person	Date
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