0001558370-21-005404.txt : 20210430 0001558370-21-005404.hdr.sgml : 20210430 20210430161115 ACCESSION NUMBER: 0001558370-21-005404 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20210426 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210430 DATE AS OF CHANGE: 20210430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Consolidated Communications Holdings, Inc. CENTRAL INDEX KEY: 0001304421 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 020636095 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51446 FILM NUMBER: 21878078 BUSINESS ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 BUSINESS PHONE: (217) 235-3311 MAIL ADDRESS: STREET 1: 121 SOUTH 17TH STREET CITY: MATTOON STATE: IL ZIP: 61938 FORMER COMPANY: FORMER CONFORMED NAME: Consolidated Communications Illinois Holdings, Inc. DATE OF NAME CHANGE: 20040927 8-K 1 cnsl-20210426x8k.htm 8-K
0001304421false--12-3100013044212021-04-262021-04-26

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): April 26, 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.)

2116 South 17th Street

Mattoon, Illinois 61938

(Address of Principal Executive Offices) (Zip Code)

(217) 235-3311

(Registrant’s telephone number, including area code)

121 South 17th Street

Mattoon, Illinois 61938-3987

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of the Consolidated Communications Holdings, Inc. Long-Term Incentive Plan

At the Annual Meeting of Stockholders (the “Annual Meeting”) of Consolidated Communications Holdings, Inc. (the “Company”) held on April 26, 2021, the stockholders of the Company approved the Consolidated Communications Holdings, Inc. Long-Term Incentive Plan (as amended and restated effective February 21, 2021 and subsequently ratified by the Company’s board of directors on April 25, 2021) (the “Plan”).

Description of the Plan

The following is a summary of the Plan. It is qualified by reference to the full text of the Plan, which is attached as Exhibit C to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 17, 2021, as supplemented on March 25, 2021.

Administration.   The Plan is administered by a committee comprised of two or more directors who satisfy the “non-employee director” definition under Rule 16b-3 of the Securities Exchange Act of 1934. The Plan is currently administered by the compensation committee. The compensation committee has full authority to select the individuals who will receive awards under the Plan, determine the form and amount of each of the awards to be granted and establish the terms and conditions of awards.

Number of Shares.   The number of shares of the Company’s common stock that may be issued under the Plan has been increased by 5,400,000 shares, from 4,650,000 to 10,050,000 shares.

Shares issuable under the Plan may be authorized but unissued shares or treasury shares.  If there is a lapse, forfeiture, expiration, termination or cancellation of any award made under the Plan for any reason, the shares subject to the award will again be available for issuance. Any shares subject to a stock award or stock unit award that are delivered to the Company by a participant, or withheld by the Company on behalf of a participant, as payment of withholding taxes due in connection with the award will again be available for issuance. Any shares used to pay the exercise price of a stock option or the withholding taxes due in connection with the exercise of a stock option or a stock appreciation right, or shares repurchased by the Company with proceeds received from a stock option exercise, shall not again be available for issuance. The number of shares of common stock issuable under the Plan is subject to adjustment, in the event of any reorganization, recapitalization, stock split, stock distribution, merger, consolidation, split-up, spin-off, combination, subdivision, consolidation or exchange of shares, any change in the capital structure of the Company or any similar corporate transaction. In each case, the Company has the discretion to make adjustments it deems necessary to preserve the intended benefits under the Plan.

Subject to certain adjustments, (i) the maximum number of shares issued as stock options to any employee in any calendar year is 300,000 (25,000 shares in the case of a non-employee director); (ii) the maximum number of shares pursuant to which stock appreciation rights are issued to any employee in any calendar year is 300,000 (25,000 shares in the case of a non-employee director); and (iii) no stock awards or stock unit awards made to an employee in any calendar year can relate to shares having a fair market value on the date of grant that exceeds $6,000,000 ($500,000 in the case of a non-employee director). In addition, no more than 300,000 non-forfeitable shares of stock may be issued to employees pursuant to stock grants or stock unit grants (25,000 shares in the case of a director) in any calendar year, and no more than $5,000,000 may be paid to an employee for each year in any performance period under a Cash Incentive Program.

Eligibility.   All employees of the Company designated by the compensation committee and all non-employee directors of the Company are eligible to receive awards under the Plan. On March 1, 2021, approximately 74 employees and all non-employee directors were eligible to participate in the Plan.

Awards to Participants.   The Plan provides for awards of stock options, stock appreciation rights, stock awards and stock unit awards to all participants and for cash awards to participants who are employees. Each stock-based award made under the Plan will be evidenced by a written award agreement specifying the terms and conditions of

the award as determined by the compensation committee in its sole discretion, consistent with the terms of the Plan.

Stock Options.  The compensation committee has the discretion to grant non-qualified stock options and incentive stock options to participants and to set the terms and conditions applicable to the options, including the type of option, the number of shares subject to the option and the vesting schedule; provided that (i) the exercise price of each stock option shall not be less than the closing sales price of the Company’s common stock on the date which the option is granted (“fair market value”), (ii) the vesting period for each option will be at least one year (unless the compensation committee determines that a shorter period better serves the Company’s interest), and (iii) each option shall expire 10 years from the date of grant.

An incentive stock option, which may be granted only to employees, is subject to the following rules: (i) the aggregate fair market value (determined at the time the option is granted) of the shares of common stock with respect to which incentive stock options are exercisable for the first time by an employee during any calendar year (under all incentive stock option plans of the Company and its subsidiaries) shall not exceed $100,000, and if this limitation is exceeded, that portion of the incentive stock option that does not exceed the applicable dollar limit shall be an incentive stock option and the remainder will be a non-qualified stock option; (ii) if an incentive stock option is granted to an employee who owns stock possessing more than 10% of the total combined voting power of all class of stock of the Company, the exercise price of the incentive stock option shall be 110% of the closing price of the common stock on the date of grant and the incentive stock option shall expire no later than five years from the date of grant; and (iii) no incentive stock option shall be granted after 10 years from the date the Plan was adopted.

Stock Appreciation Rights.  The compensation committee has the discretion to grant stock appreciation rights to participants. Each right entitles the participant to receive, on exercise, the difference between the fair market value of the common stock on the date of exercise and the exercise price thereof, multiplied by the number of shares with respect to which the right is being exercised. The stock appreciation right will be paid in cash or in shares of common stock (based upon the fair market value on the date of exercise) or a combination thereof, as set forth in the award agreement. The compensation committee has the discretion to set the terms and conditions applicable to stock appreciation rights, provided that (i) the exercise price of each stock appreciation right will be not less than the fair market value of the common stock on the date of grant, (ii) the vesting period for each stock appreciation right will be at least one year (unless the compensation committee determines that a shorter period better serves the Company’s interest), and (ii) each stock appreciation right will expire 10 years from the date of grant.

Stock Awards.   The compensation committee has the discretion to grant stock awards to participants. The number of shares awarded to each participant, and the restrictions, terms and conditions of the award, will be at the discretion of the compensation committee. Subject to the restrictions, a participant will be a stockholder with respect to the shares awarded to him and will have the rights of a stockholder with respect to the shares, including the right to vote the shares and receive dividends on the shares; provided that dividends otherwise payable on any stock award will be held by the Company and will be paid only to the holder of the stock award to the extent the restrictions on such stock award lapse. The vesting period for any time-based stock award will be at least three years (unless the compensation committee determines that a shorter period better serves the Company’s interest).

Stock Unit Awards.   The compensation committee has the discretion to grant stock unit awards to participants. Each stock unit entitles the participant to receive, on a specified date or event set forth in the award agreement, one share of common stock of the Company or cash equal to the fair market value of one share on such date or event, as provided in the award agreement. The number of stock units awarded to each participant, and the terms and conditions of the award, will be at the discretion of the compensation committee. A participant will not be a stockholder with respect to the stock units awarded to him prior to the date they are settled in shares of common stock. Until the restrictions on the stock units lapse, dividend equivalents otherwise payable on any stock unit award will be held by the Company and will be paid only to the holder of the stock unit award to the extent the restrictions on such stock unit award lapse. The vesting period for any time-based stock unit award will be at least three years (unless the compensation committee determines that a shorter period better serves the Company’s interest).

Cash Incentive Awards.   The compensation committee has the discretion to adopt one or more Cash Incentive Programs, pursuant to which employees will be eligible for cash payments based upon the level of attainment of pre-established performance goals set by the compensation committee with respect to a performance period (which the compensation committee sets with a duration of one to five years). The compensation committee has the discretion to set the terms and conditions applicable to the cash incentive award, including the eligible employees, the performance criteria and goals and the amount of payments to be made upon attainment of the goals.

Payment for Stock Options and Withholding Taxes.   The compensation committee may make one or more of the following methods available for payment of the exercise price of a stock option, and for payment of the minimum required tax obligation associated with an award: (i) in cash; (ii) in cash received from a broker-dealer to whom the holder has submitted an exercise notice together with irrevocable instructions to deliver promptly to the Company the amount of sales proceeds from the sale of the shares subject to the award to pay the exercise price or tax withholding; (iii) by directing the Company to withhold shares of common stock otherwise issuable in connection with the award having a fair market value equal to the amount required to be withheld; and (iv) by delivery of previously acquired shares of common stock that are acceptable to the compensation committee. The Company has the discretion to permit a participant to pay additional withholding tax, up to the applicable maximum statutory rate.

Provisions Relating to a “Change in Control” of the Company.   The Plan provides that if there is a change in control of the Company, and there is no assumption of outstanding awards by the successor entity, or conversion of outstanding awards into comparable equity awards of the successor entity, then as of the effective date of the change in control all stock options and stock appreciation rights will vest and all restrictions on all outstanding stock awards and stock unit awards will lapse, and if any restrictions relate to satisfying performance goals, the performance goals will be deemed satisfied at target levels (unless the target level was exceeded for any performance goal before the effective date of the change in control, in which case the restrictions will lapse based on actual attainment of the performance goal). If required by the terms of the transaction, the compensation committee has the right to cancel such grants after having given the participants a reasonable time to exercise the options and stock appreciation rights and take necessary action to receive stock or cash pursuant to stock and stock unit awards. The Plan also provides that if in connection with the change in control the Plan awards are assumed or converted by the successor entity as described above, and within 24 months following the effective date of the change in control the participant’s employment is terminated without cause or the participant terminates employment for good reason, or a participant who is a director is asked to resign for other than cause, all stock options and stock appreciation rights will vest and all restrictions on all outstanding stock awards and stock unit awards will lapse, and if any restrictions relate to satisfying performance goals, the performance goals will be deemed satisfied at target levels (unless the target level was exceeded for any performance goal before the date of termination of employment or service, in which case the restrictions will lapse based on actual attainment of the performance goal). See Section 15 of the Plan for the definition of “change in control”.

Transferability.   No award granted under the Plan may be transferred, except by will and the laws of descent and distribution, or as permitted by the compensation committee with respect to a stock-based award transferred without value by the participant during his lifetime for estate planning purposes.

Amendment of Award Agreements; Amendment and Termination of the Plan; Term of the Plan.   The Committee may amend any award agreement at any time, provided that no amendment may adversely affect the right of any participant under any agreement in any material way without the written consent of the participant, unless such amendment is required by applicable regulation or stock exchange rule.

The Board may terminate, suspend or amend the Plan from time to time, without the approval of the stockholders, unless such approval is required by applicable law or stock exchange rule, provided that (i) no amendment shall be made to the Plan’s change in control provisions after the date of the change in control which would adversely affect any rights that would vest on the effective date of the change in control, and (ii) no amendment shall result in the modification or cancellation of an award without the written consent of the participant, unless there is a dissolution, liquidation, change in control or change in capital structure of the Company. Notwithstanding the foregoing, there shall be no amendment to the Plan or any award agreement that results in the repricing of stock options without stockholder approval (except in the case of an equitable adjustment to the awards to reflect changes in the capital structure of the Company or similar events).

No awards may be granted under the Plan on or after April 30, 2028.

Awards Granted Under the Plan.   It is not possible to determine the amount or dollar value of awards that will be made under the Plan, since the Plan does not require that any awards be made to any individual and all awards under the Plan are at the discretion of the compensation committee.

Summary of Federal Income Tax Consequences

The following is a summary of the federal income tax consequences of the Plan.   It is based on the federal tax laws and regulations currently in effect and existing administrative rulings of the Internal Revenue Service. Participants may also be subject to state and local taxes in connection with the grant of awards under the Plan. Participants should consult with their individual tax advisers to determine the tax consequences associated with awards granted under the Plan. This information may not be applicable to employees of foreign subsidiaries or to employees who are not residents of the United States.

Non-Qualified Stock Options.   A participant will not recognize any income at the time the participant is granted a non-qualified stock option. On the date the participant exercises the non-qualified stock option, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the date of exercise over the exercise price. The participant will be responsible for remitting to the Company the withholding tax obligation that arises at the time the option is exercised. The Company generally will receive a tax deduction for the same amount of ordinary income recognized by the participant.

When the participant sells these shares, any gain or loss recognized by the participant is treated as either short-term or long-term capital gain or loss depending on whether the participant has held the shares more than one year.

Incentive Stock Options.   A participant will not recognize any income at the time the participant is granted an incentive stock option. If the participant is issued shares pursuant to the exercise of an incentive stock option, and if the participant does not make a disqualifying disposition of the shares within one year after the date of exercise or within two years after the date of grant, the participant will not recognize any income, for federal income tax purposes, at the time of the exercise. When the participant sells the shares issued pursuant to the incentive stock option, the participant will be taxed, for federal income tax purposes, as a long-term capital gain on any amount recognized by the participant in excess of the exercise price, and any loss sustained by the participant will be a long-term capital loss. No deduction will be allowed to the Company for federal income tax purposes. If, however, the participant sells the shares before the expiration of the holding periods, the participant will recognize ordinary income on the difference between the exercise price and the fair market value at exercise, and the Company generally will receive a tax deduction in the same amount. Upon exercise of an incentive stock option, the excess of the fair market value over the exercise price is an item of tax preference to the participant for purposes of determining the alternative minimum tax.

In order to qualify as an incentive stock option, the option must be exercised within three months after the participant’s termination of employment for any reason other than death or disability and within one year after termination of the participant’s employment due to disability. If the option is not exercised within this time period, it will be treated as a non-qualified stock option and taxed accordingly.

Stock Appreciation Rights.   A participant will not recognize any income at the time of the grant of the stock appreciation right. Upon exercise of the stock appreciation right, the participant will recognize ordinary income equal to the amount received upon exercise. The participant will be responsible for remitting to the Company the withholding tax obligation that arises at the time the ordinary income is recognized. The Company generally will be entitled to a deduction with respect to the ordinary income recognized by the participant.

Stock Awards/Units.   If the participant receives a stock award, the participant will recognize ordinary income upon becoming entitled to transfer the shares at the end of any restriction period without forfeiture. If the participant receives a stock unit award, he generally will recognize ordinary income when he receives shares or cash pursuant to the settlement of the award, provided that if the shares are subject to any restrictions on transfer, the participant will recognize ordinary income upon becoming entitled to transfer the shares at the end of the restriction period without forfeiture. The amount of income the participant recognizes will be equal to the fair

market value of the shares on such date, or the amount of cash received. This amount will also be the participant’s tax basis for the shares. The participant will be responsible for remitting to the Company the withholding tax obligation that arises at the time the ordinary income is recognized. In addition, the holding period begins on the day the restrictions lapse, or the date the shares are received if not subject to any restrictions, for purposes of determining whether the participant has long-term or short-term capital gain or loss on a subsequent sale of the shares. The Company generally will be entitled to a deduction with respect to the ordinary income recognized by the participant.

If a participant who receives a stock award subject to restrictions makes an election under Section 83(b) of the Code within 30 days after the date of the grant, the participant will have ordinary income equal to the fair market value on the date of grant, less the amount paid by the participant for the shares, and the participant will recognize no additional income until the participant subsequently sells the shares. The participant will be responsible for remitting to the Company the withholding tax obligation that arises at the time the ordinary income is recognized. When the participant sells the shares, the tax basis will be equal to the fair market value on the date of grant, and the holding period for capital gains purposes begins on the date of the grant. If the participant forfeits the shares subject to the Section 83(b) election, the participant will not be entitled to any deduction, refund, or loss for tax purposes (other than a capital loss with respect to the amount previously paid by the participant), and the Company will have to include the amount that it previously deducted from its gross income in the taxable year of the forfeiture.

Cash Incentive Awards.   A participant who receives a cash incentive award will recognize ordinary income equal to the amount received. The Company generally will be entitled to a deduction with respect to the ordinary income recognized by the participant.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

At the Annual Meeting, the stockholders of the Company approved (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock to 150,000,000 shares and (ii) an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to eliminate the Company’s classified board structure (the “Charter Declassification Amendment”). Complete copies of each of such amendments are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively.

As a result of the approval of the Declassification Charter Amendment, effective as of April 26, 2021, the board of directors of the Company made certain conforming changes to the Company’s Amended and Restated Bylaws, as amended, to reflect the declassification of the Company’s board of directors as described in Section 3.01, Section 3.02 and Section 9.01 therein. A complete copy of the Amended and Restated Bylaws, as amended, is attached hereto as Exhibit 3.3.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, 69,618,254 shares of common stock, $0.01 par value, or approximately 87.88% of the 79,213,100 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy. Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting and the final voting results on each such matter.

Proposal No. 1: Election of Director. The number of votes cast for the nominee named in the Company’s proxy statement as a director, as well as the number of votes withheld and broker non-votes, were as follows:

Name of Nominee

Votes For

Withheld

Broker Non-Votes

David G. Fuller

56,884,953

4,357,459

8,375,842

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm. With respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, the number of votes cast for and against this matter, as well as the number of abstentions, were as follows:

Votes For

Votes Against

Abstentions

68,990,036

523,356

104,862

There were no broker non-votes as to Proposal No. 2.

Proposal No. 3: Advisory Vote on the Approval of Named Executive Officer Compensation. With respect to the advisory vote to approve the compensation of the Company’s named executive officers described in the Company’s proxy statement, the number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

58,864,969

1,650,370

727,073

8,375,842

Proposal No. 4: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to Increase the Number of Authorized Shares of Common Stock to 150,000,000 Shares. With respect to the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock to 150,000,000 shares, the number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

65,215,595

3,855,160

547,499

8,375,842

Proposal No. 5: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation, as Amended, to Eliminate the Company’s Classified Board Structure. With respect to the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to eliminate the Company’s classified board structure, the number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

59,955,551

645,845

641,016

8,375,842

Proposal No. 6: Approval of the Issuance to Searchlight Capital Partners of Additional Shares of Common Stock Equal to 20% or More of the Company’s Outstanding Common Stock Pursuant to Nasdaq Listing Rule 5365. With respect to the approval of the issuance to Searchlight Capital Partners of additional shares of common stock equal to 20% or more of the Company’s outstanding common stock pursuant to Nasdaq Listing Rule 5365, the number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

51,191,038

3,139,034

559,498

8,375,842

Proposal No. 7: Approval of a Share Increase under the Consolidated Communications Holdings, Inc. Long-Term Incentive Plan. With respect to the approval of a share increase under the Consolidated Communications Holdings, Inc. 2005 Long-Term Incentive Plan, the number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

58,806,048

1,970,106

466,258

8,375,842

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No.

    

Description

3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Consolidated Communications Holdings, Inc., as amended as of April 26, 2021

3.2

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Consolidated Communications Holdings, Inc., as amended as of April 26, 2021

3.3

Amended and Restated Bylaws of Consolidated Communications Holdings, Inc., as amended as of April 26, 2021

10.1

Consolidated Communications Holdings, Inc. Long-Term Incentive Plan (as amended and restated effective February 21, 2021) (incorporated by reference to Exhibit C to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 17, 2021 and the Company’s additional definitive proxy soliciting materials on Schedule 14A dated March 25, 2021)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and other attachments are omitted. The Company agrees to furnish supplementally a copy of any schedule or other attachment to the Securities and Exchange Commission upon request.

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: April 30, 2021

By:

/s/ Steven L. Childers

Steven L. Childers

Chief Financial Officer

EX-3.1 2 cnsl-20210426xex3d1.htm EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

Consolidated Communications Holdings, Inc.

Consolidated Communications Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

1.Article IV, Section A of the Amended and Restated Certificate of Incorporation, as amended, of the Corporation is amended and restated to read as follows:

A. Authorized Classes of Stock and Number of Shares. The Corporation is authorized to issue two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares that the Corporation is authorized to issue is 160,000,000 shares consisting of (1) 150,000,000 shares of Common Stock, par value $0.01 per share and (2) 10,000,000 shares of Preferred Stock, par value $0.01 per share.

2.    The foregoing amendment to the Amended and Restated Certificate of Incorporation, as amended, of the Corporation was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, to be executed by the undersigned officer, duly authorized, as of the 26th day of April, 2021.

Consolidated Communications Holdings, Inc.

By: /s/ C, Robert Udell Jr.​ ​​ ​​ ​

Name: C. Robert Udell Jr.

Title: Chief Executive Officer


EX-3.2 3 cnsl-20210426xex3d2.htm EX-3.2

Exhibit 3.2

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

Consolidated Communications Holdings, Inc.

Consolidated Communications Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

1.Article VI of the Amended and Restated Certificate of Incorporation, as amended, of the Corporation is amended and restated to read as follows:

ARTICLE VI

BOARD OF DIRECTORS;

MANAGEMENT OF THE CORPORATION

A. Board of Directors. Commencing with the election of directors at the Corporation’s 2022 annual meeting of stockholders, all directors shall be elected annually for terms of one year, and each director elected at and after the 2022 annual meeting of stockholders shall hold office until the next succeeding annual meeting of stockholders and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. Each director elected prior to the 2021 annual meeting of stockholders for a term extending beyond the 2022 annual meeting of stockholders shall, notwithstanding such term, hold office only until the 2022 annual meeting of stockholders and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

B. Vacancies; Removal. Subject to the terms of any Preferred Stock, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled only by the affirmative vote of a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled only by the affirmative vote of a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. Subject to the rights, if any, of the holders of Preferred Stock, any or all of the directors of the Corporation may be removed from office at any time, with or without cause, and then only upon the affirmative vote of the holders of not less than a majority of the Corporation’s then outstanding Common Stock then entitled to vote at an election of directors.

2.Article IX of the Amended and Restated Certificate of Incorporation, as amended, of the Corporation is amended and restated to read as follows:

ARTICLE IX

AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation’s Bylaws. The affirmative vote of not less than a majority of the total number of directors that the Corporation would have if there were no vacancies shall be required to adopt, amend, alter or repeal the Corporation’s Bylaws. The Corporation’s Bylaws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of not less than a majority of the Corporation’s then outstanding Common Stock; provided, however that notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or the Corporation’s Bylaws (and in addition to any other vote that may be required by law), the affirmative vote or


holders of not less than 66⅔% of the Corporation’s then outstanding Common Stock shall be required to alter, amend or repeal, in whole or in part, Sections 2.02, 2.03 or Section 9.01 of the Corporation’s Bylaws or to adopt any bylaw inconsistent with the purpose and intent of the foregoing provisions.

3.The foregoing amendment to the Amended and Restated Certificate of Incorporation, as amended, of the Corporation was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, to be executed by the undersigned officer, duly authorized, as of the 26th day of April, 2021.

Consolidated Communications Holdings, Inc.

By: /s/ C, Robert Udell Jr.​ ​​ ​​ ​

Name: C. Robert Udell Jr.

Title: Chief Executive Officer


EX-3.3 4 cnsl-20210426xex3d3.htm EX-3.3

Exhibit 3.3

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

Incorporated under the laws
of the State of Delaware

AMENDED AND RESTATED
BYLAWS

As adopted on June 29, 2014 and amended as of April 26, 2021


CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

AMENDED AND RESTATED
BYLAWS

TABLE OF CONTENTS

ARTICLE IOFFICES1

SECTION 1.01Registered Office1

SECTION 1.02Other Offices1

ARTICLE IIMEETINGS OF STOCKHOLDERS1

SECTION 2.01Place of Meetings1

SECTION 2.02Annual Meeting1

SECTION 2.03Special Meetings4

SECTION 2.04Quorum5

SECTION 2.05Voting5

SECTION 2.06Consent of Stockholders in Lieu of Meeting5

SECTION 2.07List of Stockholders Entitled to Vote5

SECTION 2.08Stock Ledger6

ARTICLE IIIDIRECTORS6

SECTION 3.01Number, Election, Qualification and Tenure of Directors6

SECTION 3.02Vacancies; Removal6

SECTION 3.03Duties and Powers6

SECTION 3.04Meetings7

SECTION 3.05Quorum7

SECTION 3.06Actions of the Board in Lieu of a Meeting7

SECTION 3.07Meetings by Means of Conference Telephone7

SECTION 3.08Committees7

SECTION 3.09Compensation8

SECTION 3.10Interested Directors8

ARTICLE IVOFFICERS8

SECTION 4.01General8

SECTION 4.02Election8

SECTION 4.03Voting Securities Owned by the Corporation9

SECTION 4.04Chairman of the Board of Directors9

SECTION 4.05Chief Executive Officer9

i


SECTION 4.06President9

SECTION 4.07Chief Financial Officer9

SECTION 4.08Vice Presidents10

SECTION 4.09Secretary10

SECTION 4.10Assistant Secretaries10

SECTION 4.11Treasurer10

SECTION 4.12Assistant Treasurer11

SECTION 4.13Other Officers11

ARTICLE VSTOCK11

SECTION 5.01Uncertificated Shares; Form of Certificates11

SECTION 5.02Signatures11

SECTION 5.03Lost Certificates11

SECTION 5.04Transfers12

SECTION 5.05Record Date12

SECTION 5.06Beneficial Owners13

ARTICLE VINOTICES13

SECTION 6.01Notices13

SECTION 6.02Waivers of Notice13

ARTICLE VIIGENERAL PROVISIONS13

SECTION 7.01Dividends13

SECTION 7.02Disbursements14

SECTION 7.03Fiscal Year14

SECTION 7.04Corporate Seal14

SECTION 7.05Electronic Transmissions14

ARTICLE VIIIINDEMNIFICATION14

SECTION 8.01Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation14

SECTION 8.02Expenses Payable in Advance15

SECTION 8.03Non-Exclusivity and Survival of Indemnification15

SECTION 8.04Insurance15

SECTION 8.05General15

ARTICLE IXAMENDMENTS16

SECTION 9.01Amendments16

SECTION 9.02Forum for Adjudication of Disputes16

ii


AMENDED AND RESTATED
BYLAWS

OF

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
(the “Corporation”)

ARTICLE I
OFFICES
SECTION 1.01 Registered Office.

The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware. The name of its registered agent is Cogency Global, Inc. The Corporation shall designate a natural person to receive communications from the registered agent.

SECTION 1.02 Other Offices.

The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01 Place of Meetings.

Meetings of the stockholders for the election of directors or for any other purpose will be held at such time and place, either within or without the State of Delaware as designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2.02 Annual Meeting.
(A)Annual meetings of stockholders will be held each year on such date and at such time as designated by the Board of Directors. At the annual meeting, stockholders shall elect directors and transact such other business as may properly be brought before the meeting. Written notice of the annual meeting stating the place, date and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) days nor more than sixty (60) days before the date of the meeting.
(B)Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (1) pursuant to the Corporation’s notice of meeting delivered pursuant to Section 6.01 of these Bylaws, (2) by or at the direction of the Chairman of the Board or (3) by any stockholder of the Corporation who is entitled to vote at the meeting, who complied with the notice procedures set forth in paragraphs (B), (C), (D), (E) and (F) of this Section 2.02 and who was a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. The procedures set forth in this Section 2.02 shall be the exclusive means for a stockholder to bring business before any meeting of stockholders, or to nominate persons for election as directors at any stockholders meeting duly called for the election of Directors; provided, however, that, once business has been properly brought before a meeting of stockholders in


accordance with such procedures, nothing in this Section 2.02 shall be deemed to preclude discussion by any stockholder of any such business.
(C)For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (3) of paragraph (B) of this Section 2.02, the stockholder must have given timely notice thereof in writing, either in person or by certified mail, to the Secretary of the Corporation at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from the anniversary date of the previous year’s meeting, notice by the stockholder to be timely must be so delivered not earlier than one hundred and twenty (120) days prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice. Notwithstanding anything in this Section 2.02(C) to the contrary, if the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased board of directors at least one hundred (100) calendar days prior to the anniversary of the mailing of proxy materials for the prior year’s annual meeting of stockholders, then a stockholder’s notice required by this Section 2.02(C) shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary of the Corporation not later than the close of business on the tenth (10th) calendar day following the day on which such public announcement is first made by the Corporation.
(D)Such stockholder’s notice also shall set forth: (1) as to each person whom the stockholder proposes to nominate for election or reelection as a director, the name, age, business address and, if known, residential address, principal occupation or employment, the class, series and number of shares beneficially owned by such nominee and all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (2) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of any resolution proposed to be adopted at the meeting, the reasons for conducting such business at the meeting and, in the event that such business includes a proposal to amend either the Corporation’s certificate of incorporation, as amended, restated or supplemented from time to time (hereinafter, the “Certificate of Incorporation”) or these Bylaws, the language of the proposed amendment; (3) any material interest in such business of such stockholder and any Stockholder Associated Person (as defined below) on whose behalf the proposal is made and, in the case of nominations, a description of all arrangements or understandings, including all compensation and financial arrangements, between the stockholder and each nominee and any other persons (naming them) pursuant to which the nomination or nominations are to be made by the stockholder; (4) a representation that the stockholder is a stockholder of record and intends to appear in person or by a qualified representative at the annual meeting to bring the business proposed in the notice before the meeting; (5) a representation whether the stockholder or any Stockholder Associated Person intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination; (6) as to the stockholder giving the notice and any Stockholder Associated Person on whose behalf the nomination or proposal is made (a) the name and address of such stockholder, as they appear on the Corporation’s stock transfer books, and, if different, such stockholder’s

2


current name and address, and of any Stockholder Associated Person, (b) the class, series and number of shares of the Corporation which are owned of record and beneficially (but not of record) by such stockholder and any Stockholder Associated Person, (c) a description of all Derivative Transactions (as defined below) by such stockholder and any Stockholder Associated Person during the previous twelve (12) month period, including the date of the transactions and the class and number of securities involved in, and the material economic terms of, the transactions, such description also to include all information that such stockholder and any Stockholder Associated Person would be required to report on an Insider Report (as defined below) if such stockholder and any Stockholder Associated Person were a director of the Corporation or the beneficial owner of more than ten (10) percent of the shares of the Corporation at the time of the transactions; (7) the investment strategy or objective, if any, of such stockholder and any Stockholder Associated Person and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and any Stockholder Associated Person; and (8) to the extent known by the stockholder giving the notice, the name and address of any other person who owns, beneficially or of record, any shares of stock of the Corporation and who supports the proposal of such business and/or the nomination or nominations on the date of such stockholder’s notice. If such stockholder does not appear or send a qualified representative to present such proposal or nomination at such annual meeting, the Corporation need not present such proposal or nomination for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation. The chairman of any meeting of stockholders shall refuse to permit any business proposed and any nomination made by a stockholder to be brought before such meeting without compliance with the foregoing procedures or if the stockholder solicits proxies in support of such stockholder’s proposal or nomination without such stockholder having made the representation required by clause (5) above. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. If information submitted pursuant to this Section 2.02 shall be inaccurate to any material extent, such information may be deemed not to have been provided in accordance with this Section 2.02. Any information previously submitted by the stockholder pursuant to this Section 2.02 shall be supplemented by such stockholder and Stockholder Associated Person, if any, not later than ten (10) days after the record date for the meeting of stockholders in order to disclose any material change in such information as of the record date. If a stockholder fails to provide such written update within such period, the information as to which written update was required may be deemed not to have been provided in accordance with this Section 2.02.
(E)To be eligible to be a nominee for election as a director of the Corporation, an individual must additionally deliver (in accordance with the time periods for delivery of notice prescribed above) to the Secretary of the Corporation at the principal executive offices of the Corporation a completed written questionnaire with respect to the background and qualification of such nominee (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (1) is not and will not become a party to (a) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (b) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been

3


disclosed therein, and (3) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.
(F)For purposes of this Section 2.02:
(1)a “Stockholder Associated Person” of any stockholder shall mean (a) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (b) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and (c) any person controlling, controlled by or under common control with such stockholder or a Stockholder Associated Person as defined in the foregoing clauses (a) and (b);
(2)Derivative Transaction” by a person shall mean any (a) transaction in, or arrangement, agreement or understanding with respect to, any option, warrant, convertible security, stock appreciation right or similar right with an exercise, conversion or exchange privilege, or settlement payment or mechanism related to, any security of the Corporation, or any similar instrument with a value derived in whole or in part from the value of a security of the Corporation, in any such case whether or not it is subject to settlement in a security of the Corporation or otherwise and (b) any transaction, arrangement, agreement or understanding which included or includes an opportunity for such person, directly or indirectly, to profit or share in any profit derived from any increase or decrease in the value of any security of the Corporation, to mitigate any loss or manage any risk associated with any increase or decrease in the value of any security of the Corporation or to increase or decrease the number of securities of the Corporation which such person was, is or will be entitled to vote, in any case whether or not it is subject to settlement in a security of the Corporation or otherwise; and
(3)Insider Report” shall mean a statement required to be filed pursuant to Section 16 of the Exchange Act (or any successor provisions), by a person who is a director of the Corporation or who is directly or indirectly the beneficial owner of more than ten percent of the shares of the Corporation.
(G)Nothing in these Bylaws shall be deemed to affect any rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation to elect directors under specified circumstances. Notwithstanding the foregoing provisions of this Section 2.02, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.02.

Whenever used in these Bylaws, “public announcement” shall mean disclosure (a) in a press release released by the Corporation, provided such press release is released by the Corporation following its customary procedures, is reported by the Dow Jones News Service, Associated Press or comparable national news service, or is generally available on internet news sites, or (b) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

SECTION 2.03 Special Meetings.

Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by law or by the Certificate of Incorporation, special meetings of stockholders of the Corporation may be called only by (i) the Chairman of the Board of Directors or the Chief Executive Officer, (ii) by the Secretary upon the direction of the Board of Directors pursuant to a resolution adopted by a majority of the members of the Board of Directors then in office or (iii) or by the Secretary upon the request of one or more stockholders holding not less than 50% of the Corporation’s then outstanding

4


shares of common stock. Such request will state the purpose or purposes of the proposed meeting. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called will be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

SECTION 2.04 Quorum.

Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the combined voting power of the capital stock issued and outstanding and entitled to vote at a meeting, present in person or represented by proxy, constitutes a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder entitled to vote at the meeting.

SECTION 2.05 Voting.

Subject to the rights of the holders of any series of preferred stock and except as otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of stockholders will be decided by the vote of the holders of at least a majority of the voting power of the capital stock represented and entitled to vote thereat. Each stockholder represented at a meeting of stockholders is entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy, but no proxy will be voted on or after three years from its date, unless such proxy provides for a longer period. Such proxy shall be in writing or electronic transmission and shall be filed with the secretary of the Corporation before or at the time of the meeting or the giving of such written consent, as the case may be. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting be cast by written ballot.

SECTION 2.06 Consent of Stockholders in Lieu of Meeting.

Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

SECTION 2.07 List of Stockholders Entitled to Vote.

The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the

5


meeting is to be held, which place will be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. This list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.

SECTION 2.08 Stock Ledger.

The stock ledger of the Corporation is the only evidence as to the stockholders who are entitled to examine the stock ledger, the list required by Section 2.07, or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III
DIRECTORS
SECTION 3.01 Number, Election, Qualification and Tenure of Directors.

Subject to the rights of the holders of any preferred stock and subject to the Certificate of Incorporation, the number of directors of the Corporation shall be as from time to time fixed by a resolution adopted by not less than two-thirds of the members of the Board of Directors then in office; provided that the Board of Directors at no time shall consist of fewer than three (3) directors.  Directors of the Corporation shall be elected by the holders of a plurality of the voting power of the capital stock present in person or represented by proxy at a meeting of the stockholders and entitled to vote on the election of directors.  Except as provided in Section 3.02, the directors shall be elected at the annual meeting of the stockholders and each director elected shall hold office (A) until the next annual meeting and until his or her successor is elected and qualified or (B) until his or her earlier resignation or removal.  Directors need not be residents of the State of Delaware or stockholders of the Corporation.

SECTION 3.02 Vacancies; Removal.

Subject to the terms of any preferred stock, any vacancy on the Board of Directors that results from an increase in the number of directors may be filled only by the affirmative vote of a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring on the Board of Directors may be filled only by the affirmative vote of a majority of the Board of Directors then in office, even if less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy resulting from an increase in the number of directors of the Board of Directors shall hold office for a term until the next annual meeting of the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

Subject to the rights, if any, of the holders of preferred stock, any or all of the directors of the Corporation may be removed from office at any time, with or without cause, and then only upon the affirmative vote of the holders of not less than a majority of the Corporation’s then outstanding common stock then entitled to vote at an election of directors.

SECTION 3.03 Duties and Powers.

The business of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

6


SECTION 3.04 Meetings.

The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by the Chairman, if there is one, the Chief Executive Officer, or a majority of the entire Board of Directors. Notice thereof stating the place, date and hour of the meeting will be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone telegraph, cable, wireless or other form of electronic communication on twenty-four (24) hours notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

SECTION 3.05 Quorum.

Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors constitutes a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum is an act of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

SECTION 3.06 Actions of the Board in Lieu of a Meeting.

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors of the Corporation or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing or electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 3.07 Meetings by Means of Conference Telephone.

Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 3.07 constitutes presence in person at such meeting.

SECTION 3.08 Committees.

The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, has and may exercise all the powers and

7


authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee will keep regular minutes and report to the Board of Directors when required.

SECTION 3.09 Compensation.

Directors shall be entitled to such compensation for their services as may be fixed from time to time by a resolution of the Board of Directors, including, if so provided by any such resolution, their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment will preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3.10 Interested Directors.

No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, will be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if (i) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV
OFFICERS
SECTION 4.01 General.

The officers of the Corporation will be chosen by the Board of Directors. The Board of Directors, in its discretion, may choose a Chairman of the Board of Directors, a Chief Executive Officer, a President, a Secretary, and one or more Treasurers, Vice Presidents or Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers as determined by the Board of Directors from time to time in accordance with Section 4.13 of these Bylaws. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders or directors of the Corporation.

SECTION 4.02 Election.

The Board of Directors at its first meeting held after each annual meeting of stockholders will elect the officers of the Corporation who will hold their offices for such terms and will exercise such powers and perform such duties as determined from time to time by the Board of Directors. All officers of the Corporation will hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the

8


affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation will be filled by the Board of Directors. The salaries of all officers of the Corporation will be fixed by the Board of Directors.

SECTION 4.03 Voting Securities Owned by the Corporation.

Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer deems advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation owns securities and at any such meeting will possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

SECTION 4.04 Chairman of the Board of Directors.

The Chairman of the Board of Directors, if there is one, will preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board of Directors also will perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

SECTION 4.05 Chief Executive Officer.

The Chief Executive Officer, subject to the control of the Board of Directors, has general supervision of the business of the Corporation and will see that all orders and resolutions of the Board of Directors are carried into effect. He or she will execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the Chief Executive Officer. If the Chief Executive Officer is not also serving as the Chairman of the Board, then in the absence or disability of the Chairman of the Board of Directors, or if there be none, the Chief Executive Officer will preside at all meetings of the stockholders and, if the Chief Executive Officer is also a member of the Board of Directors, all meetings of the Board of Directors. The Chief Executive Officer also will perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

SECTION 4.06 President.

During any period when there shall be a Chief Executive Officer who is not also serving as the President, the President shall have such functions, authority and duties as may be prescribed by the Board of Directors or the Chief Executive Officer.

SECTION 4.07 Chief Financial Officer.

The Chief Financial Officer shall have general supervision of the financial operations of the Corporation. The Chief Financial Officer shall also perform such duties and have such other powers as may from time to time be prescribed to them by the Board of Directors, the Chief Executive Officer or the President.

9


SECTION 4.08 Vice Presidents.

At the request of the President or in his or her absence or in the event of his or her inability or refusal to act, the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) will perform the duties of the President, and when so acting, will have all the powers of and be subject to all the restrictions upon the President. Each Vice President will perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there is no Vice President, the Board of Directors will designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, will perform the duties of the President, and when so acting, will have all the powers of and be subject to all the restrictions upon the President.

SECTION 4.09 Secretary.

The Secretary will attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary also will perform like duties for the standing committees when required. The Secretary will give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and will perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or President, under whose supervision he or she will be. If there is no Secretary, or the Secretary is unable or refuses to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors, the Chief Executive Officer or the President may choose another officer to cause such notice to be given.

The Secretary will have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there is one, will have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary will see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

SECTION 4.10 Assistant Secretaries.

Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there are any, will perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, any Vice President, if there is one, or the Secretary, and in the absence of the Secretary or in the event of his or her disability or refusal to act, will perform the duties of the Secretary, and when so acting, will have all the powers of and be subject to all the restrictions upon the Secretary.

SECTION 4.11 Treasurer.

The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the moneys, funds, valuable papers and documents of the Corporation (other than his or her own bond, if any, which shall be in the custody of the Chief Executive Officer), and shall have, under the supervision of the Board of Directors, all the powers and duties commonly incident to his or her office. He or she shall deposit all funds of the Corporation in such bank or banks, trust company or trust companies, or with such firm or firms doing a banking business as may be designated by the Board of Directors or be the Chief Executive Officer if the Board does not do so. He or she may endorse for deposit or collection all checks, notes, and similar instruments payable to the Corporation or to its order. He or she shall keep accurate books of account of the Corporation’s transactions, which shall be the property of the

10


Corporation, and together with all of the property of the Corporation in his or her possession, shall be subject at all times to the inspection and control of the Board of Directors. The Treasurer shall be subject in every way to the order of the Board of Directors, and shall render to the Board of Directors, the Chief Executive Officer and/or the President of the Corporation, whenever they may require it, an account of all his or her transactions and of the financial condition of the Corporation. In addition to the foregoing, the Treasurer shall have such duties as may be prescribed or determined from time to time by the Board of Directors or by the Chief Executive Officer or the President if the Board does not do so.

SECTION 4.12 Assistant Treasurer.

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of directors may from time to time prescribe.

SECTION 4.13 Other Officers.

Such other officers as the Board of Directors may choose will perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V
STOCK
SECTION 5.01 Uncertificated Shares; Form of Certificates.

Some, all, or any classes or series of shares of the Corporation may be uncertificated shares. Notwithstanding the Company’s authority to issue uncertificated shares, every holder of stock in the Corporation shall be entitled to have a certificate of the shares of the Corporation signed by (i) the Chairman of the Board of Directors, the Chief Executive Officer, the President, or a Vice President and (ii) the Treasurer or an Assistant Treasurer, the Secretary, or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation.

SECTION 5.02 Signatures.

Where a stock certificate is countersigned by (i) a transfer agent other than the Corporation or its employee or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

SECTION 5.03 Lost Certificates.

The Board of Directors may direct a new certificate to be issued in place of any stock certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the stock certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to advertise the same in such manner as the Board of Directors shall require or to

11


give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

SECTION 5.04 Transfers.

Stock of the Corporation is transferable in the manner prescribed by law, the Certificate of Incorporation of the Corporation and in these Bylaws. If shares intended to be transferred are represented by stock certificates, transfers of stock will be made on books of the Corporation only by the person named in the certificate or by his or her attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which will be canceled before a new certificate is issued. The Board of Directors may make such additional rules and regulations concerning the issue, transfer, and registration of certificates for shares or uncertificated shares as it may deem necessary but that are not inconsistent with these Bylaws.

SECTION 5.05 Record Date.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to consent to corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders will apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

If no record date is fixed by the Board of Directors with regard to determining stockholders entitled to notice of or to vote at any meeting of stockholders, the record date shall be at the close of business on the next day preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If no record date is fixed by the Board of Directors with regard to determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board of Directors is required by the Certificate of Incorporation of the Corporation or by statute, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered in the manner required by law to the Corporation at its registered office in the State of Delaware or at its principal place of business or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the Corporation’s stockholders are recorded; and if no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Certificate of Incorporation or by statute, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. If no record date is fixed by the Board of Directors with regard to determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Only those who shall be stockholders of record on the record date so fixed as aforesaid shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to consent to such corporate action in writing, or to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, as the case may be, notwithstanding the transfer of any stock on the books of the Corporation after the applicable record date.

12


SECTION 5.06 Beneficial Owners.

The Corporation is entitled to recognize the exclusive right of a person registered on its books as the owner of shares or owner-in-trust of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and is not bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice thereof, except as otherwise provided by law.

ARTICLE VI
NOTICES
SECTION 6.01 Notices.

Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, except as otherwise provided in these Bylaws, such notice may be given personally, or by mailing a copy of such notice, postage prepaid, directly to such director, member of a committee or stockholder to his or her address as it appears in the records of the Corporation or by transmitting such notice thereof to him or her by facsimile, cable or, to the extent permissible under Section 232 of the DGCL, other electronic transmission to the number or address specified in the records of the Corporation.

SECTION 6.02 Waivers of Notice.

Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, will be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VII
GENERAL PROVISIONS
SECTION 7.01 Dividends.

Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, securities or other property of the Corporation out of the assets or the funds of the Corporation legally available therefor. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

SECTION 7.02 Disbursements.

All checks or demands for money and notes of the Corporation will be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

SECTION 7.03 Fiscal Year.

The fiscal year of the Corporation will begin on January 1st and end on December 31st.

13


SECTION 7.04 Corporate Seal.

The corporate seal will have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.05 Electronic Transmissions.

For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient, and that may be directly reproduced in paper form by such recipient through an automated process.

ARTICLE VIII
INDEMNIFICATION
SECTION 8.01 Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation.

The Corporation shall indemnify any director or officer of the Corporation, and may, upon the act of the Board of Directors, indemnify any other person whom it shall have the power to indemnify under applicable law, in each case to the fullest extent permitted by applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was acting in his or her official capacity as a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

The Corporation shall indemnify any director or officer of the Corporation, and may, upon the act of the Board of Directors, indemnify any other person whom it shall have the power to indemnify under applicable law, in each case to the fullest extent permitted by applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was acting in his or her official capacity as a director, officer, employee or agent of the Corporation, as the case may be, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit.

 Any indemnification under this Section 8.01 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this Section 8.01.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (4) by the stockholders.  

14


SECTION 8.02 Expenses Payable in Advance.

Expenses incurred in defending or investigating a threatened or pending action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article VIII.

SECTION 8.03 Non-Exclusivity and Survival of Indemnification.

The indemnification provided by this Article VIII is not exclusive of any other rights to which those seeking indemnification may be entitled under the Certificate of Incorporation, any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.01 is made to the fullest extent permitted by law. The provisions of this Article VIII do not preclude the indemnification of any person who is not specified in Sections 8.01 but whom the Corporation has the power or obligation to indemnify under the provisions of the Certificate of Incorporation, the DGCL, or otherwise. The indemnification provided by this Article VIII continues as to a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such person.

SECTION 8.04 Insurance.

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify him or her against such liability under the provisions of this Article VIII.

SECTION 8.05 General.

The provisions of this Article VIII shall be deemed to be a contract between the Corporation and each person who serves as such director or officer in any such capacity at any time while this Article VIII and the relevant provisions of the DGCL or other applicable laws, if any, are in effect, and any repeal or modification of any such law or of this Article VIII shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

ARTICLE IX
AMENDMENTS
SECTION 9.01 Amendments.

These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the Board of Directors. The affirmative vote of not less than a majority of the entire Board of Directors shall be required to adopt, amend, alter or repeal the Corporation’s Bylaws. The Corporation’s Bylaws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of not less than a majority of the Corporation’s then outstanding common stock; provided, however that notwithstanding any other provision of these Bylaws (and in addition to any other vote that may be

15


required by law), the affirmative vote or holders of not less than 66⅔% of the Corporation’s then outstanding common stock shall be required to alter, amend or repeal, in whole or in part, Section 2.02, 2.03 or this Section 9.01 of the Bylaws or to adopt any bylaw inconsistent with the purpose and intent of the foregoing provisions.

SECTION 9.02 Forum for Adjudication of Disputes.

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 9.02.

16


EX-101.SCH 5 cnsl-20210426.xsd EX-101.SCH 00090 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink EX-101.LAB 6 cnsl-20210426_lab.xml EX-101.LAB EX-101.PRE 7 cnsl-20210426_pre.xml EX-101.PRE XML 8 cnsl-20210426x8k_htm.xml IDEA: XBRL DOCUMENT 0001304421 2021-04-26 2021-04-26 0001304421 false --12-31 8-K 2021-04-26 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. DE 000-51446 02-0636095 2116 South 17th Street Mattoon IL 61938 217 235-3311 false false false false Common Stock – $0.01 par value CNSL NASDAQ false XML 9 R1.htm IDEA: XBRL DOCUMENT v3.21.1
Document and Entity Information
Apr. 26, 2021
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Apr. 26, 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 2116 South 17th Street
Entity Address, City or Town Mattoon
Entity Address, State or Province IL
Entity Address, Postal Zip Code 61938
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
Current Fiscal Year End Date --12-31
EXCEL 10 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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end XML 11 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 12 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 13 FilingSummary.xml IDEA: XBRL DOCUMENT 3.21.1 html 1 96 1 false 0 0 false 0 false false R1.htm 00090 - Document - Document and Entity Information Sheet http://www.consolidated.com/role/DocumentDocumentAndEntityInformation Document and Entity Information Cover 1 false false All Reports Book All Reports cnsl-20210426x8k.htm cnsl-20210426.xsd cnsl-20210426_lab.xml cnsl-20210426_pre.xml cnsl-20210426xex3d1.htm cnsl-20210426xex3d2.htm cnsl-20210426xex3d3.htm http://xbrl.sec.gov/dei/2020-01-31 true false JSON 15 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "cnsl-20210426x8k.htm": { "axisCustom": 0, "axisStandard": 0, "contextCount": 1, "dts": { "inline": { "local": [ "cnsl-20210426x8k.htm" ] }, "labelLink": { "local": [ "cnsl-20210426_lab.xml" ], "remote": [ "https://xbrl.sec.gov/dei/2020/dei-doc-2020-01-31.xml" ] }, "presentationLink": { "local": [ "cnsl-20210426_pre.xml" ] }, "referenceLink": { "remote": [ "https://xbrl.sec.gov/dei/2020/dei-ref-2020-01-31.xml" ] }, "schema": { "local": [ "cnsl-20210426.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "https://xbrl.sec.gov/dei/2020/dei-2020-01-31.xsd", "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/dtr/type/nonNumeric-2009-12-16.xsd", "http://www.xbrl.org/dtr/type/numeric-2009-12-16.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/deprecated-2009-12-16.xsd" ] } }, "elementCount": 24, "entityCount": 1, "hidden": { "http://xbrl.sec.gov/dei/2020-01-31": 3, "total": 3 }, "keyCustom": 0, "keyStandard": 96, "memberCustom": 0, "memberStandard": 0, "nsprefix": "cnsl", "nsuri": "http://www.consolidated.com/20210426", "report": { "R1": { "firstAnchor": { "ancestors": [ "p", "div", "div", "body", "html" ], "baseRef": "cnsl-20210426x8k.htm", "contextRef": "Duration_4_26_2021_To_4_26_2021_32NRzTQMy020FqYuClQkpQ", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "00090 - Document - Document and Entity Information", "role": "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation", "shortName": "Document and Entity Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "div", "div", "body", "html" ], "baseRef": "cnsl-20210426x8k.htm", "contextRef": "Duration_4_26_2021_To_4_26_2021_32NRzTQMy020FqYuClQkpQ", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 0, "tag": { "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Document and Entity Information [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "dateItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r5" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r5" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "fileNumberItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r5" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r5" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "employerIdItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_PreCommencementIssuerTenderOffer": { "auth_ref": [ "r2" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.", "label": "Pre-commencement Issuer Tender Offer" } } }, "localname": "PreCommencementIssuerTenderOffer", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_PreCommencementTenderOffer": { "auth_ref": [ "r3" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.", "label": "Pre-commencement Tender Offer" } } }, "localname": "PreCommencementTenderOffer", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r0" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r1" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_SolicitingMaterial": { "auth_ref": [ "r4" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.", "label": "Soliciting Material" } } }, "localname": "SolicitingMaterial", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "tradingSymbolItemType" }, "dei_WrittenCommunications": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.", "label": "Written Communications" } } }, "localname": "WrittenCommunications", "nsuri": "http://xbrl.sec.gov/dei/2020-01-31", "presentation": [ "http://www.consolidated.com/role/DocumentDocumentAndEntityInformation" ], "xbrltype": "booleanItemType" } }, "unitCount": 0 } }, "std_ref": { "r0": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r1": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r2": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "13e", "Subsection": "4c" }, "r3": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "14d", "Subsection": "2b" }, "r4": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "14a", "Subsection": "12" }, "r5": { "Name": "Regulation 12B", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r6": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "425" } }, "version": "2.1" } ZIP 16 0001558370-21-005404-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001558370-21-005404-xbrl.zip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