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): January 15, 2021

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 1.01. Entry into a Material Definitive Agreement.

On January 15, 2021, Consolidated Communications Holdings, Inc. (the “Company”), its wholly owned subsidiary, Consolidated Communications, Inc. (“CCI”), as borrower, JPMorgan Chase Bank, N.A., as incremental term loan lender, and Wells Fargo Bank, National Association, as administrative agent, entered into an Amendment No. 1 (the “Credit Agreement Amendment”) to the Company’s existing Credit Agreement, dated as of October 2, 2020 (the “Existing Credit Agreement” and, as amended by the Credit Agreement Amendment, the “Amended Credit Agreement”), among the Company, CCI, Wells Fargo Bank, National Association, as administrative agent, and the other parties party thereto.  Pursuant to the Existing Credit Agreement, CCI has borrowed term loans in the aggregate principal amount of $1.25 billion (the “Existing Term Loans”) and has access to a $250 million revolving credit facility.  The Existing Credit Agreement also provides CCI with the ability to borrow or incur, subject to certain terms and conditions, incremental loans or incremental revolving facilities under the Existing Credit Agreement in an aggregate amount of up to the greater of (a) $300 million plus (b) an amount which would not cause its senior secured leverage ratio to exceed 3.70 to 1.00 on a pro forma basis.

On January 15, 2021, pursuant to the Credit Agreement Amendment, CCI borrowed an additional $150,000,000 aggregate principal amount of incremental term loans (the “Incremental Term Loans”).  The Incremental Term Loans have terms identical to the Existing Term Loans, including as to the maturity date of October 2, 2027.  Consistent with the Existing Term Loans, the Incremental Term Loans bear interest at a rate equal to LIBOR or base rate, at CCI’s option, plus an applicable margin of 4.75% for LIBOR loans, or 3.75% for base rate loans (with a LIBOR floor equal to 1%).  The Existing Term Loans and the Incremental Term Loans will collectively comprise a single class of term loans under the Amended Credit Agreement.

Proceeds from the borrowings of the Incremental Term Loans will be used for working capital and other general corporate purposes of the Company, CCI and its subsidiaries.

The foregoing description of the Credit Agreement Amendment is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01.  Regulation FD Disclosure.

On January 15, 2021, the Company issued a press release announcing the entry into the Credit Agreement Amendment.  The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, 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.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K 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 Capital Partners or our refinancing of outstanding debt, including the Company’s senior secured credit facilities, 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 Current Report on Form 8-K. 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No.	Description
10.1	Amendment No. 1, dated as of January 15, 2021, among Consolidated Communications Holdings, Inc., Consolidated Communications, Inc., JPMorgan Chase Bank, N.A., as incremental term loan lender, and Wells Fargo Bank, National Association, as administrative agent
99.1	Press Release, dated January 15, 2021
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: January 15, 2021	By:	/s/ Steven L. Childers
		Steven L. Childers
		Chief Financial Officer

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1

AMENDMENT NO. 1, dated as of January 15, 2021 (this “Amendment”), to the Credit Agreement dated as of October 2, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Consolidated Communications Holdings, Inc., a Delaware corporation (“Holdings”), Consolidated Communications, Inc., an Illinois corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and the other parties thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, pursuant to Section 2.21 of the Credit Agreement, the Borrower may request an increase to an existing Class of Term Loans then outstanding (the “Incremental Term Loans”);

WHEREAS, the Borrower has notified the Administrative Agent that it is requesting the borrowing of $150,000,000 of Incremental Term Loans (the “Increase”) pursuant to Section 2.21 of the Credit Agreement, which upon funding shall be in the form of an increase to the Initial Term Loans outstanding under the Credit Agreement immediately prior to the effectiveness of this Amendment (the “Existing Term Loans”) having the same terms as the Existing Term Loans and subject to the conditions set forth herein and in the Credit Agreement;

WHEREAS, the proceeds of the Increase will be used for working capital and other general corporate purposes of Holdings, the Borrower and the Subsidiaries (including the repayment of Indebtedness, Permitted Acquisitions and other transactions not prohibited by the Loan Documents);

WHEREAS, JPMorgan Chase Bank, N.A. (in such capacity, the “Incremental Term Loan Lender”) has agreed to make the Incremental Term Loans on the terms set forth herein;

WHEREAS, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC, Goldman Sachs Bank, USA, Deutsche Bank Securities Inc., TD Securities (USA) LLC and Mizuho Bank, Ltd. (the “Lead Arrangers”) are acting as joint lead arrangers and joint bookrunners in connection with this Amendment;

WHEREAS, pursuant to Section 2.21(e) of the Credit Agreement, this Amendment may, without the consent of any other Lender, amend the Credit Agreement and the other Loan Documents to reflect, among other things, technical changes reasonably necessary in the opinion of the Administrative Agent to give effect to the Incremental Term Loan and the Borrower and the Administrative Agent, together with the Incremental Term Loan Lender, desire to amend the Credit Agreement pursuant to Section 2.21(e) (the “Incremental Amendments”) as set forth below; and

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.Incremental Term Loans.

Each party hereto agrees as follows:

(a)the Incremental Term Loan Lender shall be considered an Incremental Term Lender for all purposes under the Loan Documents on and from the Amendment No. 1 Effective Date (as defined below);

(b)on the Amendment No. 1 Effective Date, the Incremental Term Loan Lender agrees to be bound by the terms of the Loan Documents and to make Incremental Term Loans to the Borrower in an aggregate amount not to exceed $150,000,000;

(c)the Incremental Term Loans shall have terms identical to the Existing Term Loans (including as to maturity) and will constitute Initial Term Loans for all purposes under the Credit Agreement, and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Class of Term Loans;

(d)the aggregate amount of the Incremental Term Loans made under this Amendment shall be $150,000,000, which shall be made by the Incremental Term Loan Lender to the Borrower with an initial Interest Period that commences on the Amendment No. 1 Effective Date and ends on the last day of the Interest Period applicable to the Existing Term Loans (and the Adjusted LIBO Rate applicable to the Incremental Term Loans shall be the same rate applicable to the Existing Term Loans as of the Amendment No. 1 Effective Date);

(e)the Borrower shall use the proceeds of the Incremental Term Loans as set forth in the recitals to this Amendment; and

(f)the parties shall treat the Incremental Term Loans as being fungible with the Existing Term Loans for U.S. federal income tax purposes.

Without limiting the generality of the foregoing and except as set forth in this Amendment, the Incremental Term Loans shall (i) constitute Obligations and have all of the benefits thereof, (ii) have terms, rights, remedies, privileges and protections identical to those applicable to Existing Term Loans under the Credit Agreement and each of the other Loan Documents, and the Incremental Term Loan Lender shall be afforded all such rights, remedies, privileges and protections (including, without limitation, the MFN Protection) and (iii) be secured by the Liens granted to the Administrative Agent for the benefit of the Secured Parties under the Security Documents.

The Administrative Agent acknowledges that the Borrower has provided adequate notice to the Administrative Agent of its request to incur the Incremental Term Loans on the date hereof in accordance with Section 2.21 of the Credit Agreement.

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Section 2.Incremental Amendments

(a) Effective as of the Amendment No. 1 Effective Date, the first sentence of Section 2.07(a) of the Credit Agreement shall be amended and restated in its entirety as follows:

“The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the relevant Lenders (i) in respect of Revolving Loans, on the Revolving Maturity Date (or such earlier date as, and to the extent that, such Revolving Loan becomes due and payable pursuant to Section 2.05 or Article VII), the unpaid principal amount of each Revolving Loan and each Swingline Loan made by each such Lender; and (ii) in respect of the Initial Term Loan, unless the Initial Term Loan becomes due and payable earlier pursuant to Section 2.05 or Article VII, the unpaid principal amount of the Initial Term Loan in consecutive quarterly installments on the last Business Day of each of March, June, September and December commencing March 31, 2021 in an aggregate amount for each installment equal to $3,500,939.85 with the remainder due and payable in full on the Initial Term Loan Maturity Date (as the amounts of individual installments may be adjusted pursuant to Section 2.05 hereof).”

(b)Section 1.01 of the Credit Agreement shall be amended by inserting the following definition therein in alphabetical order:

““Amendment No. 1” means Amendment No. 1, dated as of January 15, 2021, among the Borrower, Holdings, JPMorgan Chase Bank, N.A., as incremental term loan lender, and the Administrative Agent.”

““Amendment Lead Arrangers” means JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC, Goldman Sachs Bank, USA, Deutsche Bank Securities Inc., TD Securities (USA) LLC and Mizuho Bank, Ltd. and each of their respective successors and assigns.”

(c)The definition of “Arrangers” in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety as follows:

““Arrangers” means (x) JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., TD Securities (USA) LLC, CoBank, ACB and Mizuho Bank Ltd. and each of their respective successors and assigns and (y) with respect to Amendment No. 1, the Amendment Lead Arrangers.”

(d)Schedule 2.01 of the Credit Agreement is hereby amended by adding thereto the Incremental Term Commitments of the Incremental Term Loan Lender as set forth on Schedule 2.01(b) hereto.

Section 3.Representations and Warranties.

The Borrower represents and warrants to the Administrative Agent and the Lenders as of the date hereof and the Amendment No. 1 Effective Date that:

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(a)Immediately before and after giving effect to this Amendment and the transactions contemplated hereby, the representations and warranties made by each Loan Party set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (or if qualified by materiality or reference to Material Adverse Effect, in all respects) with the same effect as if then made (unless expressly stated to relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (or in all respects, as applicable) as of such earlier date).

(b)At the time of and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Default has occurred and is continuing or would result therefrom.

Section 4.Conditions to Effectiveness.

This Amendment shall become effective on the date on which each of the following conditions is satisfied (“Amendment No. 1 Effective Date”):

(a)The Administrative Agent’s (or its counsel’s) receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified:

(1)executed counterparts of this Amendment from (x) Holdings and the Borrower (each signed by an Authorized Officer thereof) and (y) the Incremental Term Loan Lender;

(2)a Note executed by an Authorized Officer of the Borrower in favor of the Incremental Term Loan Lender to the extent requested at least three (3) Business Days prior to the Amendment No. 1 Effective Date, if any;

(3)an opinion of Schiff Hardin LLP, New York, Illinois and Delaware counsel for the Loan Parties (addressed to the Administrative Agent, the Incremental Term Loan Lender and the Lenders and dated the Amendment No. 1 Effective Date);

(4)a certificate of a Financial Officer of the Borrower and of an Authorized Officer of each other Loan Party certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing this Amendment or the Consent and Reaffirmation Agreement (as defined below) to the extent a party thereto and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Loan Party and all amendments thereto, certified by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable (or a representation that such documents have not been amended or otherwise modified since the Closing Date), (B) the bylaws or other governing document of such Loan Party as in effect on the Amendment No. 1 Effective Date (or a

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representation that such documents have not been amended or otherwise modified since the Closing Date), (C) resolutions duly adopted by the board of directors (or other governing body) of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Amendment or the Consent and Reaffirmation Agreement to the extent a party thereto, and (D) evidence of the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment or the Consent and Reaffirmation Agreement to the extent a party thereto;

(5)a certificate signed by a Financial Officer of the Borrower (i) demonstrating that, after giving pro forma effect to the incurrence of the Incremental Term Loans and the use of proceeds therefrom, the Borrower would be in pro forma compliance with the Financial Covenant (whether or not then in effect) as of the most recently ended Fiscal Quarter for which appropriate financial information is available and (ii) certifying as to the satisfaction of the conditions set forth in paragraphs (d) and (e) of this Section 4; and

(6)a Consent and Reaffirmation, dated as of the date hereof and executed by Holdings and each of the Subsidiary Loan Parties (the “Consent and Reaffirmation Agreement”), whereby Holdings and each of the Subsidiary Loan Parties consents to this Amendment and reaffirms (i) its obligations and liabilities under the Loan Documents (as amended by this Amendment) and (ii) each Lien, security interest and pledge granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party.

(b)The Administrative Agent shall have received certificates dated as of a recent date of the good standing of each Loan Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable.

(c)To the extent invoiced at least two (2) Business Days prior to the Amendment No. 1 Effective Date or as set forth in a funds flow approved by the Borrower, all reasonable and documented fees and reasonable and documented out-of-pocket expenses due to the Incremental Term Loan Lender, the Lead Arrangers and the Administrative Agent and required to be paid on the Amendment No. 1 Effective Date (including pursuant to Section 5 hereof) shall have been paid.

(d)At the time of and immediately after giving effect to this Amendment and the borrowing of the Incremental Term Loans, no Default has occurred and is continuing or would result therefrom.

(e)The representations and warranties made by each Loan Party set forth in Section 3 hereof, in Article III of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or if qualified by materiality or reference to Material Adverse Effect, in all respects) with the same effect as if then made (unless expressly stated to relate to an earlier date, in which case such representations and

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warranties shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date).

(f)Holdings, the Borrower and each of the other Loan Parties shall have provided to the Administrative Agent and the Incremental Term Loan Lender, at least three (3) Business Days prior to the Amendment No. 1 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and a Beneficial Ownership Certification for any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case to the extent requested of the Borrower at least seven (7) Business Days prior to the Amendment No. 1 Effective Date.

(g)The Administrative Agent shall have received a Borrowing Request not later than 11:00 a.m., New York City time, on the second (2^nd) Business Day prior to the date of the funding of the Incremental Term Loans.

(h)The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit K to the Credit Agreement and signed by a Financial Officer of the Borrower or Holdings (at the Borrower’s option) confirming the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated hereby on the Amendment No. 1 Effective Date.

(i)All fees due and payable to the Lead Arrangers pursuant to that certain engagement letter, dated as of January 14, 2021, between Holdings and the Amendment Lead Arrangers shall have been paid.

Without limiting the generality of the provisions of the last paragraph of Section 8.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, the Incremental Term Loan Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from the Incremental Term Loan Lender prior to the proposed Amendment No.1 Effective Date specifying its objection thereto.

Section 5.Expenses.

The Borrower agrees to reimburse the Lead Arrangers and the Administrative Agent for their reasonable and documented out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable and documented fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for the Lead Arrangers, and McGuireWoods LLP, counsel for the Administrative Agent, as and when required by Section 9.03 of the Credit Agreement.

Section 6.Counterparts.

This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken

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together shall constitute a single contract.  The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature.

Section 7.Governing Law and Waiver of Right to Trial by Jury.

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Sections 9.05 and 9.06 of the Credit Agreement are incorporated herein by reference mutatis mutandis.

Section 8.Headings.

The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 9.Effect of Amendment.

Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall not constitute a novation of the Credit Agreement or any of the Loan Documents or serve to effect a novation of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which instruments shall remain and continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein.

On and after the Amendment No. 1 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and

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each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute an “Incremental Amendment” shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

Section 10.Reaffirmation.

(a)The Borrower and Holdings hereby consent to the execution, delivery and performance of this Amendment and agree that each reference to the Credit Agreement in the Loan Documents shall, on and after the Amendment No.1 Effective Date, be deemed to be a reference to the Credit Agreement, as amended by this Amendment.

(b)The Borrower and Holdings each hereby acknowledge and agree that, after giving effect to this Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party, as such obligations and liabilities have been amended by this Amendment, are reaffirmed, and remain in full force and effect.

(c)The Borrower and Holdings each hereby irrevocably and unconditionally (x) ratify the Borrower’s and Holdings’ prior grant and prior pledge of all security interests and Liens under the Security Documents and each Loan Document, with all such security interests and Liens continuing in full force and effect after giving effect to this Amendment and the Credit Agreement as amended by this Amendment and (y) confirms that the Liens, security interests and pledges granted thereunder continue to secure the Obligations, including, without limitation, any obligations in respect of the Incremental Term Loans and any additional Obligations resulting from or incurred pursuant to the Credit Agreement, as amended by this Amendment.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

By: /s/ Steven L. Childers​ ​
Name: Steven L. Childers
Title: CFO and Treasurer

CONSOLIDATED COMMUNICATIONS, INC.

By: /s/ Steven L. Childers​ ​
Name: : Steven L. Childers
Title: CFO and Treasurer

[Signature Page to Amendment No. 1]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

By: /s/ Paul Ingersoll​ ​
Name: Paul Ingersoll
Title: Director

[Signature Page to Amendment No. 1]

JPMORGAN CHASE BANK, N.A., as Incremental Term Loan Lender

By: /s/ Matthew Cheung​ ​
Name: Matthew Cheung
Title: Vice President

[Signature Page to Amendment No. 1]

Schedule 2.01(b)

Incremental Term Commitments

Lender	Term Commitment
JPMorgan Chase Bank, N.A.	$150,000,000
Total	$150,000,000

CH2\90161843.1

EX-99.1

Exhibit 99.1

Consolidated Communications Secures Incremental Term Loan Financing of $150 million

Company positioned for growth with fully funded fiber expansion plans, targeting 1.6M fiber upgrades over the next five years inclusive of 300,000 locations in 2021

MATTOON, Ill. – Jan. 15, 2021 –Consolidated Communications (NASDAQ: CNSL) today announced it has secured and closed on an incremental $150 million term loan that is fungible with the Company’s existing First Lien Term Loan B with maturities due October 2027.

The terms of the incremental term loan facility are substantially similar to those relating to the Company's existing term loan facility, except with respect to issue price. The loans under the incremental term loan facility bear interest at a rate of equal to LIBOR plus of 4.75% per annum with a 1.0% LIBOR floor.

"We’re very pleased to have secured the additional financing on attractive terms and appreciate the support of key lenders that placed the proceeds," said Steve Childers, chief financial officer of Consolidated Communications. "We are operating from a position of financial strength, with increased liquidity and a fully funded growth plan to accelerate our fiber builds.”

JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Wells Fargo Securities, LLC, Goldman Sachs Bank, USA, Deutsche Bank Securities Inc., TD Securities (USA) LLC and Mizuho Bank, Ltd. served as lead arrangers and book runners for the financing.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.

# # #

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

XML

Document and Entity Information	Jan. 15, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jan. 15, 2021
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