8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2020

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51446	02-0636095
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

121 South 17th Street

Mattoon, Illinois 61938-3987

(Address of Principal Executive Offices) (Zip Code)

(217) 235-3311

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock – $0.01 par value	CNSL	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On December 7, 2020, Consolidated Communications Holdings, Inc. (the “Company”) issued a press release announcing plans to accelerate its fiber builds by enabling 1 Gig speeds to an additional 300,000 homes and businesses in 2021. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

On December 7, 2020, the Company posted an investor presentation to the "Investor Relations" section of the Company’s website at http://ir.consolidated.com. A copy of the investor presentation is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No.	Description
99.1	Press release dated December 7, 2020
99.2	Investor presentation dated December 7, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
Date: December 7, 2020	By:	/s/ Steven L. Childers
		Steven L. Childers
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Consolidated Communications Announces Plan to Accelerate Transformational Fiber Builds by Enabling 1 Gig Speeds to an Additional 300,000 Homes and Businesses in 2021

Company begins fiber builds to extend fiber coverage to at least 70 percent of its service area within five years

MATTOON, Ill. – Dec. 7, 2020 –Consolidated Communications (NASDAQ: CNSL) a leading broadband and business communications provider, today in conjunction with the Rural Digital Opportunities Fund (RDOF) Auction results, announced plans to accelerate its fiber builds and enable gigabit-capable services to an additional 300,000 homes and small businesses in 2021. This plan coupled with Consolidated’s recent announcement and strategic partnership with Searchlight Capital Partners will future proof its network and upgrade a total of 1.6 million additional passings to fiber-gigabit services over a five-year period. The network investments will be made across seven states including more than 1 million passings within Northern New England.

The incremental build CapEx will be partially offset by funding from the RDOF, which replaces the Connect America Fund (CAF) Phase II Program. Consolidated secured $58.9 million in funding over 10 years across 246 census block groups located in Maine, Vermont, New Hampshire, Illinois, Texas, Florida and Minnesota. The Company will pass 200,000 locations as it builds to 27,000 required RDOF locations over a five-year period.

“Consolidated’s accelerated fiber network expansion will provide significant benefits to customers, especially rural consumers and small businesses, who will be equipped to work from home, and fully participate in online learning and entertainment with significantly enhanced broadband services,” said Bob Udell, president and chief executive officer at Consolidated Communications.

“The work we did with CAF II funding and our history of extending our fiber deep into the markets we serve positions us very well to accelerate our fiber build at a cost-effective rate per passing,” added Udell. “As a result of our ongoing asset review and the RDOF auction, we will build to an additional 150,000 near-net passings in areas without RDOF funding, but have attractive returns due to the proximity of our resources and fiber network. We will offer a highly competitive, symmetrical multi-gigabit service with superior technology and a best-in-class customer experience.”

Consolidated recently completed a refinancing and recapitalization of its balance sheet with the Searchlight investment and reported reduced leverage of 3.5x and a $250 million untapped revolver with approximately $100 million in cash at the end of the third quarter.

To learn more about Consolidated Communications gigabit services, visit www.consolidated.com/fiberlife.

About Consolidated Communications
Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) is a leading broadband and business

communications provider serving consumers, businesses, and wireless and wireline carriers across rural and metro communities and a 23-state service area. Leveraging an advanced fiber network spanning 46,300 fiber route miles, Consolidated Communications is a top-10 fiber provider in the U.S. offering a wide range of communications solutions, including: high-speed Internet, data, phone, security, managed services, cloud services and wholesale, carrier solutions. From our first connection 125 years ago, Consolidated is dedicated to turning technology into solutions, connecting people and enriching how they work and live. Visit www.consolidated.com for more information.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, our current expectations, plans, strategies, and anticipated financial results. There are a number of risks, uncertainties, and conditions that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements are discussed in more detail in our filings with the SEC, including our reports on Form 10-K and Form 10-Q. Many of these circumstances are beyond our ability to control or predict. Moreover, forward-looking statements necessarily involve assumptions on our part. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company and its subsidiaries to be different from those expressed or implied in the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this press release.  Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we disclaim any intention or obligation to update or revise publicly any forward-looking statements. You should not place undue reliance on forward-looking statements.

# # #

Contact:
Jennifer Spaude, Consolidated Communications
507-386-3765, jennifer.spaude@consolidated.com

EX-99.2

Exhibit 99.2

Investor Update Dec. 7, 2020

2 Safe Harbor Forward-Looking Statements Certain statements in this communication are forward-looking statements and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, our current expectations, plans, strategies, and anticipated financial results. There are a number of risks, uncertainties, and conditions that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include a number of factors related to our business, including the uncertainties relating to the impact of the novel coronavirus (COVID-19) pandemic on the company’s business, results of operations, cash flows, stock price and employees; the possibility that any of the anticipated benefits of the strategic investment from Searchlight or our refinancing of outstanding debt will not be realized; the outcome of any legal proceedings that may be instituted against the Company or its directors; the ability to obtain regulatory approvals and meet other closing conditions to the investment on a timely basis or at all, including the risk that regulatory approvals required for the investment are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the Company or the expected benefits of the investment; the anticipated use of proceeds of the strategic investment; economic and financial market conditions generally and economic conditions in our service areas; various risks to the price and volatility of our common stock; changes in the valuation of pension plan assets; the substantial amount of debt and our ability to repay or refinance it or incur additional debt in the future; our need for a significant amount of cash to service and repay the debt restrictions contained in our debt agreements that limit the discretion of management in operating the business; regulatory changes, including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecommunications industry; risks associated with our possible pursuit of acquisitions; system failures; cyber-attacks, information or security breaches or technology failure of ours or of a third party; losses of large customers or government contracts; risks associated with the rights-of-way for the network; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services; new or changing tax laws or regulations; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of our network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes in the telecommunications industry; and liability and compliance costs regarding environmental regulations; and risks associated with discontinuing paying dividends on our common stock. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements are discussed in more detail in our filings with the SEC, including our reports on Form 10-K and Form 10-Q. Many of these circumstances are beyond our ability to control or predict. Moreover, forward-looking statements necessarily involve assumptions on our part. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company and its subsidiaries to be different from those expressed or implied in the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this communication. Furthermore, forward- looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we disclaim any intention or obligation to update or revise publicly any forward-looking statements. You should not place undue reliance on forward-looking statements.

3 Non-GAAP Measures This presentation includes certain non-GAAP financial measures, including but not limited to “EBITDA,” “adjusted EBITDA,” “total net debt to last twelve month adjusted EBITDA ratio,” and “free cash flow.” In addition to providing key metrics for management to evaluate the Company’s performance, we believes these measurements assist investors in their understanding of operating performance and in identifying historical and prospective trends. A reconciliation of the differences between these non-GAAP financial measures and the most directly comparable financial measures presented in accordance with GAAP are available in the Appendix here to. Non-GAAP measures are not presented to be replacements or alternatives to the GAAP measures, and investors are urged to consider these non-GAAP measures in addition to, and not in substitution for, measures prepared in accordance with GAAP. Consolidated may present or calculate its non-GAAP measures differently from other companies.

4 Consolidated’s Current Fiber Network About Consolidated Communications 46,300 Total Fiber Route Miles 2.8M Homes Passed 12,900 On-Net Buildings Executive Team has an average of 28 years of industry experience Expansive, Dense Core Fiber Network • Top 10 U.S. fiber provider, 2M+ fiber-strand miles across 23 states • High bandwidth network, enabling a fiber-centric strategy supporting Consumer, Commercial, and Carrier customers Robust, Scalable Back-Office Infrastructure • Strategy and resources in place to scale and grow the business Experienced Management Team • Proven track record of integration, strategic investments, and repositioning for the future • Achieved financial stability, capital structure deleveraging, and exceeded synergy targets Highly Diverse and Attractive Markets • Majority of markets have one wireline competitor; 11% with no wireline competition • Diverse footprint of suburban and rural markets Tier 1 CRM, Service Delivery, Workforce Management System 5 consecutive quarters broadband growth 46,300 Fiber-route miles 2M+ Fiber-strand miles 13,200 On-net Buildings 23 Operating states 3,900 Fiber connections to wireless providers 550 Fiber hubs/COs

5 Core Regional Fiber Networks

6 Consolidated Strategic Imperatives New Capital Structure with Extended Maturities and Increased Liquidity, Positions Company for Accelerated Growth • Improved leverage profile of 3.5x(2) • Target substantially all free cash flow to focus on highest return fiber expansion projects and increase market share Leverage Three Diverse Customer Groups with Fiber Expansion • Top 10 fiber provider in the U.S.; 23 states; 46,300 fiber route miles and growing • Compelling Consumer, Commercial and Carrier growth opportunities • Deliver a superior product offering with best-in-class customer experience Achieve Top Line Growth by Accelerating FTTH, Expanding Commercial and Carrier Opportunities • Upgrade 1.6M+ passings to fiber enabling Gig capabilities to over 70% of our passings(1) by 2025 • Improve EBITDA margins through simplified best-in-class fiber broadband services Strategic Asset Portfolio Review • Continue to evaluate assets for fiber investment or monetization • Ensure all assets have a long-term, strategic fit (1) FTTP passings target increased from 1M to 1.6M as result of ongoing asset portfolio review and the RDOF auction (2) Pro forma net debt leverage at 9/30/20 includes the net cash proceeds from the refinancing and Searchlight’s Stage 1 investment of $350M completed on 10/2/20

7 Strategic Investment Overview Strategic Investment from Searchlight Capital Partners (“Searchlight”) and Recapitalization of Balance Sheet Enables Acceleration of Fiber Deployment $425M Experienced Partner Total Investment Commitment by Searchlight Successful global refinance of outstanding debt, extended maturities, reduced leverage Searchlight brings significant experience investing in FTTH and broadband expansion Delevered Capital Structure Immediate investment of $350M to accelerate growth plan • Additional $75M investment upon FCC and Hart Scott Rodino approvals Completed global refinancing of the capital structure, extended maturities and improved leverage • New all-secured capital structure includes $2.25B of funded debt at attractive rates (including $250M revolving credit facility) Searchlight is a leading and experienced broadband and fiber infrastructure investor • Fiber investment plan will upgrade locations and provide new commercial opportunities in high-growth areas of business

8 4.3 4.1 4.0 3.5 12/31/19 6/30/20 9/30/20 9/30/20 Capital Allocation and Liquidity Update Debt Maturity ($ in M) Net Debt Leverage • Revolving Credit Facility: $250M (unused) • Secured Term Loan: $1,250M, priced at LIBOR + coupon rate of 4.75%,with 1.0% floor • Senior Secured Notes: $750M, 6.5% • No short term maturities • Cash position at September 30 was $99.7M $250 $1,250 $750 2020 2021 2022 2023 2024 2025 2026 2027 2028 Senior Notes Term Loan Revolver (1) Pro forma net debt leverage at 9/30/20 includes the net cash proceeds from the refinancing and Searchlight’s Stage 1 investment of $350M completed on 10/2/20 (1) Successful Recapitalization New Capitalization following refinance and Searchlight Investment completed on Oct. 2, 2020

9 Fiber Build Plan: 2021-2025 Reshaping the Future of Connectivity for our Customers Total FTTH Passings Leveraging near-net fiber network to accelerate our growth strategy Deliver 1Gbps speeds for Consumer and SMB customers Strategic extension of commercial fiber in existing markets for Enterprise and Carrier Customers Passings to be upgraded to FTTP Gig capable 2020 Current FTTP 378,000 2021 300,000 2022 400,000 2023-2025 900,000 1 Gig upgrades 2021-2025 ~1.6M FTTP Passings YE 2025 ~2M % of Service Area FTTP >70%

10 10 The New Consolidated Communications Actions taken to position the Company for growth Dividend Cut + New Capital Allocation Plan Aggressive Debt Paydown from Free Cash Flow Conservative Financial Policy Accelerate Investment in Business; $425M Committed Capital Infusion Future-proof the Fiber Network Deliver Best-in-Class Services, Customer Experience Across Three Customer Groups Return to Revenue Growth Lowered Leverage, Extended Maturities, Enhanced Liquidity Profile $350M investment

Appendix

12 Total Net Debt to LTM Adjusted EBITDA Ratio (Unaudited) $ in millions Sept. 30, 2020 Summary of Outstanding Debt: Term loans, net of discount $1,767 Senior unsecured notes due 2022, net of discount 439 Finance leases 18 Total debt $2,224 Less deferred debt issuance costs (6) Less cash on hand (100) Total net debt $2,118 Adjusted EBITDA for the twelve months ended September 30, 2020 $528 Total Net Debt to last twelve months Adjusted EBITDA 4.01x

13 Proforma Total Net Debt to LTM Adjusted EBITDA Ratio (Unaudited) Summary of Outstanding Debt: Pro Forma Term loan, net of discount $1,231 Senior secured notes due 2028 750 Finance leases 18 Total debt $1,999 Less deferred debt issuance costs (25) Less cash on hand(1) (142) Total net debt $1,832 Adjusted EBITDA for the twelve months ended Sept. 30, 2020 $528 Total Net Debt to last twelve months Adjusted EBITDA 3.5x (1) Pro Forma Cash Balance: Actual cash balance as of Sept. 30, 2020 $100 Estimated net cash proceeds from Searchlight Investment 42 Pro Forma cash balance as of Sept. 30, 2020 $142 $ in millions

XML

Document and Entity Information	Dec. 07, 2020
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Dec. 07, 2020
Entity File Number	000-51446
Entity Registrant Name	CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	02-0636095
Entity Address, Address Line One	121 South 17th Street
Entity Address, City or Town	Mattoon
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	61938-3987
City Area Code	217
Local Phone Number	235-3311
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock – $0.01 par value
Trading Symbol	CNSL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001304421
Amendment Flag	false