SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Consolidated Communications Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

209034107

(CUSIP Number)

Searchlight III CVL, L.P.

c/o Searchlight Capital Partners, L.P.

745 5th Avenue – 27th Floor

New York, NY 10151

Attention: Nadir Nurmohamed

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 7, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSON OR   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Searchlight III CVL, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   39,338,753
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   39,338,753
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   39,338,753
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.5% (1)
14	TYPE OF REPORTING PERSON   PN

(1) For purposes of calculating beneficial ownership of the Reporting Persons, the total number of shares of Common Stock outstanding is based on (1) 98,754,185 shares of Common Stock outstanding as of October 25, 2021 as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on October 29, 2021 and (2) 15,115,899 shares of Common Stock issued to the Reporting Persons in connection with the Second Closing (see Item 6).

1	NAME OF REPORTING PERSON OR   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Searchlight III CVL GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   39,338,753
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   39,338,753
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   39,338,753
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.5% (1)
14	TYPE OF REPORTING PERSON   OO

(1) For purposes of calculating beneficial ownership of the Reporting Persons, the total number of shares of Common Stock outstanding is based on (1) 98,754,185 shares of Common Stock outstanding as of October 25, 2021 as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on October 29, 2021 and (2) 15,115,899 shares of Common Stock issued to the Reporting Persons in connection with the Second Closing (see Item 6).

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D jointly filed by Searchlight III CVL, L.P., a Delaware limited partnership (“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”), with the Securities Exchange Commission (the “Commission”) on October 13, 2020 (as it may be amended from time to time, this “Schedule 13D”), relating to the shares of common stock, par value $0.01 per share (“Common Stock”), of Consolidated Communications Holdings, Inc. (the “Issuer”). Initially capitalized terms used in this Amendment No. 2 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D. Except as expressly provided herein, all Items of the Schedule 13D remain unchanged.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding the following text at the end of the first section:

On December 7, 2021, following the receipt of the FCC Approvals and the satisfaction of certain other customary closing conditions set forth in the Investment Agreement, the Issuer and Searchlight III CVL consummated the Second Closing, pursuant to which (i) Searchlight III CVL invested an additional $75,000,000 into the Company and received, among other things, an additional 15,115,899 shares of Common Stock (the “Second Closing Common Stock”) and (ii) the Note was issued to Searchlight III CVL out of escrow. In addition, effective as of December 7, 2021, Searchlight III CVL exercised its option to convert the Note into Series A Preferred Stock. Searchlight III CVL now holds approximately 35 percent of the outstanding Common Stock after giving effect to the issuance of the Second Closing Common Stock.

Item 6 of the Schedule 13D is also hereby amended by adding the following text at the end of the section entitled “Certificate of Designations for Series A Preferred Stock”:

Effective as of December 7, 2021, Searchlight III CVL exercised its option to convert the Note into Series A Preferred Stock. The foregoing description of the Certificate of Designations is not complete and is qualified in their entirety by reference to the full text of the Certificate of Designations, which is attached to this report as Exhibit 8 and is incorporated herein by reference.

A&R Escrow Agreement

In connection with the Second Closing, the Issuer, Searchlight III CVL and JPMorgan Chase Bank, N.A. (the “Escrow Agent”) entered into an Amended and Restated Escrow Agreement, dated as of December 7, 2021 (the “A&R Escrow Agreement”) pursuant to which, at Searchlight III CVL’s direction, the Issuer deposited with the Escrow Agent a certificate executed by the Company for 50,000 shares of Series A Preferred Stock (the “Escrowed Preferred Shares”).

Searchlight III CVL may not deliver a release instruction to the Escrow Agent with respect to the Escrowed Preferred Shares until the earliest of February 11, 2022 and the occurrence of certain events relating to Federal Communications Commission (“FCC”) regulatory approvals (or Searchlight III CVL’s determination that such FCC approvals are no longer required).

The Escrow Agreement provides that if any cash dividends are payable with respect to the Escrowed Preferred Shares during the period that such shares are held by the Escrow Agent, the Issuer shall retain such dividends in trust for the Investor, and pay such dividends over to Searchlight III CVL upon release of the Escrowed Preferred Shares.

Letter Agreement

In connection with the Second Closing, the Issuer and Searchlight III CVL entered into letter agreement, dated as of December 7, 2021 (the “Letter Agreement”) pursuant to which, among other things, the parties agreed that (i) under certain circumstances associated with the failure to receive certain FCC approvals, the Issuer is required to deliver a notice of redemption in accordance with the Certificate of Designations of a number of the Escrowed Preferred Shares that is sufficient to cause the Investor to hold less than 50% of the total equity of the Issuer as determined under applicable FCC rules and policies, and (ii) during the period commencing on the date of the Side Letter and

ending on the earlier of (x) February 11, 2022 and (y) the release of the Escrowed Preferred Shares in accordance with the terms of the A&R Escrow Agreement, Searchlight III CVL will not vote any of its shares of Common Stock at any meeting of stockholders of the Issuer, subject to certain exceptions. If the Issuer takes certain actions to render such FCC approvals no longer required, the Issuer would not be obligated to redeem such Preferred Shares.

The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Side Letter, which is attached to this report as Exhibit 9 and is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

The following are filed herewith as Exhibits to this Schedule 13D:

Exhibit 8	Certificate of Designations of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Issuer’s Form 8-K, filed with the Securities and Exchange Commission on December 8, 2021).
Exhibit 9	Letter Agreement, dated as of December 7, 2021, by and between Consolidated Communications Holdings, Inc. and Searchlight III CVL, L.P.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 8, 2021

SEARCHLIGHT III CVL, L.P.
By:	Searchlight III CVL GP, LLC
Its:	general partner
By:	/s/ Andrew Frey
	Name: Andrew Frey Title: Authorized Person
SEARCHLIGHT III CVL GP, LLC
By:	/s/ Andrew Frey
	Name: Andrew Frey Title: Authorized Person

EX-99.9

Exhibit 9

Searchlight III CVL, L.P.

c/o Searchlight Capital Partners, L.P.

745 Fifth Avenue, 27th Floor

New York, New York 10151

December 7, 2021

Re: Letter Agreement regarding Amended and Restated Escrow Agreement

Ladies and Gentlemen:

This Letter Agreement (“Letter Agreement”) memorializes the agreement and understanding between Consolidated Communications Holdings, Inc. (the “Company”) and Searchlight III CVL, L.P. (the “Investor” and, together, the “Parties”) with respect to the matters identified below. Unless otherwise specified, capitalized terms have the meaning set forth in the Amended and Restated Escrow Agreement dated October 2, 2020, as amended on December 7, 2021 (the “Escrow Agreement”).

1. Investment Agreement and Escrow Agreement: Reference is made to (i) the Investment Agreement between the Parties dated September 13, 2020, and (ii) the Escrow Agreement. Concurrently herewith, the Parties are consummating a series of transactions in which (a) the Investor is investing $75,000,000 in the Company, (b) the Company is issuing shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), to the Investor, (c) the Initial Escrow Property (consisting of a note that is currently held in escrow (the “Note”) as well as certain ancillary documents in connection therewith) is being released from escrow, (d) simultaneously with such release, the Note is being converted into shares of Series A Perpetual Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) and (e) simultaneously with such conversion, the Company is, at the Investor’s direction, causing to be deposited in escrow 50,000 shares of Preferred Stock (the “Second Escrow Property”) subject to the terms and conditions set forth in the Escrow Agreement (collectively, the “Transaction”).

2. FCC Approval: The Parties acknowledge that, absent receipt of certain approvals (collectively, “FCC Approval”) of the Federal Communications Commission (“FCC”), the receipt of all of the Common Stock and Preferred Stock by the Investor could, under applicable FCC rules and policies, (i) require the filing of a major change or major modification that would result in dismissal or denial of a pending auction long-form application or (ii) cause an unauthorized transfer of control (each of (i) and (ii), an “FCC Control Event”).

3. Redemption of Second Escrow Property: In the event that (i) FCC Approval has not been received by January 31, 2022 and (ii) the Second Escrow Property has not already been released (e.g., because the Company has not yet taken the actions contemplated by clause (a) of this sentence), then the Company shall, by February 1, 2022, either: (a) have taken all necessary actions that the Investor deems sufficient to determine that the release of the Second Escrow Property to the Investor without FCC Approval is unlikely to cause an FCC Control

Event under applicable FCC rules and policies (e.g., relinquishing the CBRS Licenses (as defined below)); or (b) deliver a notice of redemption in accordance with Section 5(b) of the Certificate of Designations for the Preferred Stock (the “Certificate of Designations”) and this Letter Agreement (“Redemption”) of a number of shares of Preferred Stock included in the Second Escrow Property that is sufficient to cause the Investor to hold less than 50% of the total equity of the Company as determined under applicable FCC rules and policies (the “Redemption Second Escrow Property”). If the Company elects Redemption pursuant to this paragraph, then (I) by February 1, 2022, the Company shall deliver to the Investor a written notice of redemption (“Company Redemption Notice”) in accordance with the Certificate of Designations specifying a date for consummation of the Redemption not later than February 11, 2022 (“Company Redemption Date”) with respect to the Redemption Second Escrow Property, at a purchase price per share of Preferred Stock in cash equal to the sum of $1,000 per share (as adjusted pursuant to the Certificate of Designations) (the “Liquidation Preference”) and the dividends on the Preferred Stock that have accrued on such share pursuant to Certificate of Designations, whether or not declared, but that have not, as of such date, been paid or added to the Liquidation Preference pursuant to the Certificate of Designations, in each case, as of the Company Redemption Date and (II) the Investor shall not deliver a Release Instruction with respect to the Second Escrow Property until such Company Redemption Date. For the avoidance of doubt, in the event of a Redemption pursuant to this paragraph, (A) the Escrow Agent will continue to hold all of the Second Escrow Property until the Company Redemption Date, when the redemption price for the Redemption Second Escrow Property shall be paid to the Investor in full in accordance with the Certificate of Designations and (B) all Second Escrow Property other than the Redemption Second Escrow Property shall be released to the Investor on the Company Redemption Date. For the purposes of this Letter Agreement, “CBRS Licenses” shall mean the CBRS Priority Access Licenses in the 3550 to 3650 MHz spectrum band for which the Company has applied in the FCC application bearing FCC file number 0009219160.

4. Voting of Common Stock; Exercise of Consent Rights: Notwithstanding anything to the contrary in the Governance Agreement, dated as of September 13, 2020, by and between the Investor and the Company (the “Governance Agreement”) or any other agreement between the Company and the Investor, during the period commencing on the date hereof and ending on the earlier of (x) February 11, 2022 and (y) the release of the Second Escrow Property in accordance with the terms of the Escrow Agreement, the Investor will not vote any of its shares of Common Stock at any meeting of stockholders of the Company; provided, that the foregoing shall not restrict voting at any meeting (i) with respect to the election of any individual that the Investor is entitled to nominate as a director pursuant to the Governance Agreement or (ii) in order to exercise rights held by the Investor that are consistent with the FCC’s rules and policies concerning ordinary and customary minority shareholder protections. For the avoidance of doubt, during this same period, the Investor will be entitled to exercise (a) its rights under the Governance Agreement and (b) its consent rights under the portion of the Preferred Stock that is not part of the Second Escrow Property (it being understood that the rights referred to in clauses (a) and (b) of this sentence are consistent with the FCC’s rules and policies concerning ordinary and customary minority shareholder protections) and shall not exercise any consent rights under the Second Escrow Property.

2

5. Limitation on Receipt of Benefits from Second Escrow Property: The Investor and the Company agree that, from the date hereof until the Second Escrow Property is released pursuant to the Escrow Agreement, no cash dividends or other financial benefits that would otherwise be required to be delivered to the Investor pursuant to the Second Escrow Property during such period shall be delivered to Investor, and any such financial benefits accruing during the Second Escrow Period shall be delivered to the Investor only upon release of the Second Escrow Property pursuant to the Escrow Agreement.

6. No Change of Control: For the avoidance of doubt, when considered in connection with the Escrow Agreement and this Letter Agreement, the closing of the Transaction on the date hereof shall not result in the Investor acquiring de jure or de facto control over the Company.

By signing below, the Parties agree to and acknowledge each of the agreements set forth in this Letter Agreement. This Letter Agreement may be executed in counterparts. Signatures to this Letter Agreement may be transmitted by facsimile or by emailing a .pdf file and shall be valid and effective to bind the party so signing.

[Signature pages follow]

3

Sincerely,
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
By:	/s/ C. Robert Udell, Jr.
Name:	C. Robert Udell, Jr.
Title:	President & CEO

[Signature page follows]

[Signature Page to Escrow Agreement Side Letter]

ACKNOWLEDGED AND AGREED TO BY:
SEARCHLIGHT III CVL, L.P.
By:	Searchlight III CVL GP, LLC
	its general partner
By:	/s/ Andrew Frey
Name:	Andrew Frey
Title:	Authorized Person

[Signature Page to Escrow Agreement Side Letter]