EX-99.(C)(VI) 7 tm2328485d8_ex99-cvi.htm EXHIBIT-(C)(VI)
Exhibit (c)(vi)

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PRELIMINARY DRAFT Project Seashore Special Committee materials September 13th, 2023 1

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PRELIMINARY DRAFT Disclaimer The accompanying materials were compiled on a confidential basis by Rothschild & Co US Inc. (“Rothschild & Co”) for the use and benefit of the Special Committee (the “Special Committee”) of the Board of Directors of Consolidated Communications Holdings, Inc. (the “Company” or “Condor”) solely in connection with its evaluation of the transaction referred to herein. Neither Rothschild & Co nor any of its affiliates, nor any of its or their respective officers, directors, employees, advisors, agents or representatives, represents or warrants as to the accuracy or completeness of any of the materials set forth herein. Nothing contained in the accompanying materials is, or shall be relied upon as, a promise or representation as to the past, present or future. It should be understood that these materials, including any valuations and/or estimates or projections contained in the accompanying materials, were prepared or derived from information supplied by the Company or derived from public sources, without any independent verification by Rothschild & Co. This information, including any valuations, estimates or projections, involves numerous and significant assumptions and subjective determinations by the Company’s management and other sources, which may or may not be correct, although the Company has represented that the materials are reasonably based. Rothschild & Co assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is made by Rothschild & Co as to the accuracy or completeness of any such information or the achievability of any such valuations and/or estimates or projections. To the extent such information includes any estimates or projections of future financial performance, Rothschild & Co has assumed that such estimates or projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). The accompanying material does not represent an opinion as to the prices at which the Company, or any interests therein, actually would be acquired or sold. Except where otherwise indicated, this presentation speaks as of the date hereof and is necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof. Rothschild & Co does not have any obligation to update, review or reaffirm these materials. The presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Rothschild & Co. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation would be the same if made as of any other date. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. No single analysis contained herein can be deemed more or less important than any other analysis and these analyses must be considered, in their totality, with the oral briefing provided by Rothschild & Co. Prior to entering into any transaction, the Special Committee should determine, without reliance on Rothschild & Co or its affiliates, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction. In this regard, by accepting these materials, the Special Committee acknowledges that Rothschild & Co is not in the business of providing (and the Special Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and qualified legal, tax and accounting advice. These materials do not constitute an offer or solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the Board of Directors or the Company. In the ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of its affiliates or any other company that may be involved in a transaction. THIS PRESENTATION IS CONFIDENTIAL AND WAS NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR FILING THEREOF UNDER STATE OR FEDERAL SECURITIES LAWS OR OTHERWISE. THIS PRESENTATION MAY NOT BE COPIED BY, OR DISCLOSED OR MADE AVAILABLE TO, ANY PERSON WITHOUT THE PRIOR WRITTEN APPROVAL OF Rothschild & Co. THIS PRESENTATION IS NOT INTENDED TO BE USED OR RELIED UPON, AND SHOULD NOT BE USED OR RELIED UPON, BY ANY PERSON OTHER THAN THE SPECIAL COMMITTEE AND MAY NOT BE USED BY ANY OTHER PERSON WITHOUT PRIOR WRITTEN APPROVAL OF Rothschild & Co. 2

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PRELIMINARY DRAFT Preliminary assessment of valuation methodologies 3 3. Financials through 2024E adjusted for pro forma impact of WA divestiture per Condor Management 4. NPV of WA proceeds and interim cash flows treated as cash-like item for purposes of EV bridge ($68m; see p. 22) 5. NOL schedule based on Standalone LRP 6. Current analyst target prices based, in part, on take-out price; intrinsic represents DCF-based analysis; Selection excludes SADIF Investment Analytics Notes: 1. Rounded to neared $0.25 except for 52-week high / low and analyst target prices 2. Per Condor Management, assumes 118.7m fully diluted shares outstanding, net debt of $1.99bn, net, tax-effected PBO and OPEB of $94.5m, NCI of $8.0m, Investments of $9.1m and preferred equity valued at liquidation preference of $498.3m Sources: Standalone LRP, company filings, FactSet (as of September 1, 2023), Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Methodology Per-share value ($ actual)1,2 Implied EV ($bn)2 Assumptions Core methodologies Selected public company analysis EV / 2024E Revenue3 $2.5 – 3.14 ◼ EV / 2024E Revenue: 2.25x – 2.75x EV / 2024E Adj. EBITDA3 $1.9 – 2.54 ◼ EV / 2024E Adj. EBITDA multiple: 5.5x – 7.0x EV / 2025E Adj. EBITDA $2.4 – 3.04 ◼ EV / 2025E Adj. EBITDA multiple: 5.5x – 7.0x Selected precedent transactions EV / LTM Q2’23 Adj. EBITDA3 $1.9 – 3.04 ◼ EV / LTM Adj. EBITDA: 6.0x – 9.4x Illustrative discounted cash flow analysis $2.9 – 3.7 ◼ PGR: 1.5 – 2.5% ◼ WACC: 9.5 – 10.5% ◼ Valuation date as of 6/30/2023 Other references Premia paid analysis All-cash going private transactions $3.0 – 3.14 ◼ 35 – 80% (25th and 75th percentile, respectively) premia to April 12, 2023 closing price of $2.76 All-cash acquisitions $2.9 – 3.04 ◼ 21 – 53% (25th and 75th percentile, respectively) premia to April 12, 2023 closing price of $2.76 Other metrics 52-week high / low $2.8 – 3.24 ◼ 52-week trading high and low closing prices as of September 1, 2023 Analyst target prices Unaffected $2.8 – 3.04 ◼ Represents low and high of analyst target prices as of April 12, 20236 Analyst target prices Current $3.0 – 3.04 ◼ Represents low and high of analyst target prices as of September 1, 20236 Analyst target prices Intrinsic $3.0 – 3.14 ◼ Represents low and high of analyst DCF-based valuations as of September 1, 20236 n.m. n.m. n.m. n.m. 2.50 3.75 3.25 2.15 2.50 3.75 3.94 4.75 4.50 4.00 9.75 5.00 4.25 5.97 4.50 4.00 4.72 Seagull proposal: $4.00 April 12th closing price: $2.76 3.25 Incl. NOL value5 3.92 Current trading implies 8.4x ’24E EBITDA 10.50 1 st Seagull verbal indication: $4.20 7.1x multiple implies $0 of equity value 2 nd Seagull verbal indication: $4.35

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PRELIMINARY DRAFT DCF sensitivity to varying operating assumptions Does not contemplate illustrative impacts to liquidity and NOL usage 4 3.73 n.m. 5.07 3.04 4.70 1.01 4.53 7.30 7.48 6.08 7.50 6.63 6.12 7.40 Implied per-share DCF midpoint range Base assumption 1,2,3 Item Sources: Standalone LRP, company filings, FactSet (as of September 1, 2023), Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Sensitivity analyses vs. Standalone LRP 2. Valuation date as of June 30, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of July 31, 2023 3. Assumes WACC of 10.0% and PGR of 2.0% Enterprise sales growth rate ◼ Enterprise sales decline ~1% in 2023E and grow at a CAGR of ~3.1% from 2024 – 2031E ~3.1% 0% 5% ~50.5% 45% 51% ◼ Adj. EBITDA margin reaches ~50.5% by 2031E Terminal Adj. EBITDA margin Residential fiber terminal penetration ◼ Residential fiber cohorts reach 40% penetration by year 6 Cost per home passed ◼ Blended cost per home passed increases from ~$850 in 2024 to ~$1,250 by 2027, dropping to ~$725 thereafter (pre-CWIP / Inventory) Sensitivity range 35% 45% 40% -$200 vs. base +$200 vs. base ~$850 – ~1,250; ~$725 Non-video COGS % of sales ◼ COGS % of sales decline from ~15.1% in 2023E and stepped down to 12.0% by 2027E; held at 12.0% through 2031E Terminal CapEx % of sales ◼ “Steady-state” CapEx estimated at 13% of sales in terminal period 10% 13% 15% Base DCF (ex. NOLs) midpoint: $5.66 Residential fiber ARPU growth rate ◼ Existing residential fiber subscriber ARPU grown at 4.0% p.a.; new cohort residential fiber subscriber ARPU grown at 5.0% p.a ~15.0 – 12.0% -100 bps vs. base +100 bps vs. base 0%;1% 5%; 6% 4%; 5%

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PRELIMINARY DRAFT Illustrative share price $2.76 $3.84 $4.00 $4.20 $4.35 $4.50 $5.00 $5.50 $6.00 $6.50 $7.00 $7.50 Implied premia to: Unaffected (Apr. 12, 2023) $2.76 – 39.1% 44.9% 52.2% 57.6% 63.0% 81.2% 99.3% 117.4% 135.5% 153.6% 171.7% Current (Sep. 1, 2023) $3.84 (28.1%) – 4.2% 9.4% 13.3% 17.2% 30.2% 43.2% 56.3% 69.3% 82.3% 95.3% 1-month VWAP $2.49 10.9% 54.2% 60.7% 68.7% 74.7% 80.8% 100.8% 120.9% 141.0% 161.1% 181.2% 201.3% 2-month VWAP $2.86 (3.5%) 34.2% 39.8% 46.8% 52.1% 57.3% 74.8% 92.3% 109.7% 127.2% 144.7% 162.2% 3-month VWAP $3.07 (10.1%) 25.1% 30.3% 36.8% 41.7% 46.6% 62.8% 79.1% 95.4% 111.7% 128.0% 144.3% 6-month VWAP $3.54 (22.1%) 8.4% 12.9% 18.5% 22.7% 27.0% 41.1% 55.2% 69.3% 83.4% 97.5% 111.6% 52-week high (Sep. 12, 2022) $5.97 (53.8%) (35.7%) (33.0%) (29.6%) (27.1%) (24.6%) (16.2%) (7.9%) 0.5% 8.9% 17.3% 25.6% 52-week low (Mar. 24, 2023) $2.15 28.4% 78.6% 86.0% 95.3% 102.3% 109.3% 132.6% 155.8% 179.1% 202.3% 225.6% 248.8% (×) Fully diluted shares outstanding 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 Implied equity value $328 $456 $475 $498 $516 $534 $593 $653 $712 $771 $831 $890 (+) Net debt 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 (-) NPV of WA assets (68) (68) (68) (68) (68) (68) (68) (68) (68) (68) (68) (68) (+) Preferred stock (at liquidation pref.) 498 498 498 498 498 498 498 498 498 498 498 498 (+) Other adjustments 93 93 93 93 93 93 93 93 93 93 93 93 Implied enterprise value $2,841 $2,969 $2,988 $3,012 $3,029 $3,047 $3,107 $3,166 $3,225 $3,285 $3,344 $3,403 Memo: implied EV premium – 4.5% 5.2% 6.0% 6.6% 7.3% 9.4% 11.4% 13.5% 15.6% 17.7% 19.8% Implied multiples EV / Revenue 2022PF $1,124 2.53x 2.64x 2.66x 2.68x 2.69x 2.71x 2.76x 2.82x 2.87x 2.92x 2.97x 3.03x LTM Jun-23PF 1,104 2.57 2.69 2.71 2.73 2.74 2.76 2.81 2.87 2.92 2.97 3.03 3.08 2023E (pro forma) 1,095 2.59 2.71 2.73 2.75 2.77 2.78 2.84 2.89 2.94 3.00 3.05 3.11 2024E (pro forma) 1,119 2.54 2.65 2.67 2.69 2.71 2.72 2.78 2.83 2.88 2.94 2.99 3.04 2025E 1,185 2.40 2.50 2.52 2.54 2.56 2.57 2.62 2.67 2.72 2.77 2.82 2.87 EV / Adj. EBITDA 2022PF $354 8.0x 8.4x 8.4x 8.5x 8.6x 8.6x 8.8x 8.9x 9.1x 9.3x 9.4x 9.6x LTM Jun-23PF 319 8.9 9.3 9.4 9.4 9.5 9.6 9.7 9.9 10.1 10.3 10.5 10.7 2023E (pro forma) 313 9.1 9.5 9.5 9.6 9.7 9.7 9.9 10.1 10.3 10.5 10.7 10.9 2024E (pro forma) 354 8.0 8.4 8.4 8.5 8.6 8.6 8.8 8.9 9.1 9.3 9.5 9.6 2025E 436 6.5 6.8 6.9 6.9 7.0 7.0 7.1 7.3 7.4 7.5 7.7 7.8 Analysis at various prices Seagull 2nd verbal indication implies 9.7x, 8.6x and 7.0x 23E, 24E and 25E Adj. EBITDA, respectively 5 Sources: Company filings, FactSet (as of September 1, 2023 and April 12, 2023), Standalone LRP Notes: 1. Calendar day VWAPs; as of April 12, 2023 2. Valuation date as of June 30, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of July 31, 2023 3. NPV of WA proceeds and interim cash flows treated as cash-like item; 2022 – 2024 financials adjusted for pro forma impact of WA divestiture per Condor Management 4. Other adjustments include net, tax-effected PBO and OPEB, NCI and Investments (net tax-effected PBO and OPEB provided per Condor Management, NCI and Investments sourced from Company filings) 5. Projected metrics per Standalone LRP; historical metrics per Condor Management on like-for-like basis to Standalone LRP pro forma for divestures of Ohio and Kansas City operations and wireless partnerships Unaffected Seagull Current proposal 2 3 5 2 1 1 1 1 4 3 3 3 3 3 3 3 3 1 st Verbal indication 2 nd Verbal indication