Consolidated Communications Announces Quarterly Dividend
February 17 2017 - 4:00PM
The board of directors of Consolidated Communications Holdings,
Inc. (Nasdaq:CNSL) (the “Company”) has declared its next quarterly
dividend of $0.38738 per share on the Company’s common stock.
The dividend is payable on May 2, 2017 to stockholders of
record on April 15, 2017. This will represent the 47th
consecutive quarterly dividend paid by the Company.
About Consolidated Communications Consolidated
Communications provides business and broadband communications
services across its 11-state service area to carrier, commercial
and consumer customers. For more than a century, the Company has
consistently provided innovative, reliable, high-quality products
and services. The Company offers a wide range of communications
solutions including: High-Speed Internet, Data, Digital TV, Phone,
managed and cloud services and wireless backhaul over an extensive
fiber optic network.
Safe Harbor The Securities and Exchange
Commission (“SEC”) encourages companies to disclose forward-looking
information so that investors can better understand a company’s
future prospects and make informed investment decisions.
Certain statements in this communication are forward-looking
statements and are made pursuant to the safe harbor provisions of
the Securities Litigation Reform Act of 1995. These
forward-looking statements reflect, among other things, current
expectations, plans, strategies, and anticipated financial results
of Consolidated Communications Holdings, Inc. (the “Company”) and
FairPoint Communications, Inc. (“FairPoint”), both separately and
as a combined entity. There are a number of risks,
uncertainties, and conditions that may cause the actual results of
the Company and FairPoint, both separately and as a combined
entity, to differ materially from those expressed or implied by
these forward-looking statements. These risks and
uncertainties include the timing and ability to complete the
proposed acquisition of FairPoint by the Company, the expected
benefits of the integration of the two companies and successful
integration of FairPoint’s operations with those of the Company and
realization of the synergies from the integration, as well as a
number of factors related to the respective businesses of the
Company and FairPoint, including economic and financial market
conditions generally and economic conditions in the Company’s and
FairPoint’s service areas; various risks to stockholders of not
receiving dividends and risks to the Company’s ability to pursue
growth opportunities if the Company continues to pay dividends
according to the current dividend policy; various risks to the
price and volatility of the Company’s common stock; changes in the
valuation of pension plan assets; the substantial amount of debt
and the Company’s ability to repay or refinance it or incur
additional debt in the future; the Company’s need for a significant
amount of cash to service and repay the debt and to pay dividends
on its common stock; restrictions contained in the Company’s debt
agreements that limit the discretion of management in operating the
business; legal or regulatory proceedings or other matters that
impact the timing or ability to complete the acquisition as
contemplated, regulatory changes, including changes to subsidies,
rapid development and introduction of new technologies and intense
competition in the telecommunications industry; risks associated
with the Company’s possible pursuit of acquisitions; system
failures; losses of large customers or government contracts; risks
associated with the rights-of-way for the network; disruptions in
the relationship with third party vendors; losses of key management
personnel and the inability to attract and retain highly qualified
management and personnel in the future; changes in the extensive
governmental legislation and regulations governing
telecommunications providers and the provision of
telecommunications services; telecommunications carriers disputing
and/or avoiding their obligations to pay network access charges for
use of the Company’s and FairPoint’s network; high costs of
regulatory compliance; the competitive impact of legislation and
regulatory changes in the telecommunications industry; liability
and compliance costs regarding environmental regulations; the
possibility of disruption from the integration of the two companies
making it more difficult to maintain business and operational
relationships; the possibility that the acquisition is not
consummated, including, but not limited to, due to the failure to
satisfy the closing conditions; the possibility that the merger or
the acquisition may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; and
diversion of management’s attention from ongoing business
operations and opportunities. A detailed discussion of risks
and uncertainties that could cause actual results and events to
differ materially from such forward-looking statements are
discussed in more detail in the Registration Statement on Form S-4
that the Company filed with the SEC on January 26, 2017 that
includes a joint proxy statement of the Company and FairPoint and
which also constitutes a prospectus of the Company and in the
Company’s and FairPoint’s respective filings with the SEC,
including the Annual Report on Form 10-K of the Company for the
year ended December 31, 2015, which was filed with the SEC on
February 29, 2016, under the heading “Item 1A—Risk Factors,” and
the Annual Report on Form 10-K of FairPoint for the year ended
December 31, 2015, which was filed with the SEC on March 2, 2016,
under the heading “Item 1A—Risk Factors,” and in subsequent reports
on Forms 10-Q and 8-K and other filings made with the SEC by each
of the Company and FairPoint. Many of these circumstances are
beyond the ability of the Company and FairPoint to control or
predict. Moreover, forward-looking statements necessarily
involve assumptions on the part of the Company and FairPoint.
These forward-looking statements generally are identified by the
words “believe,” “expect,” “anticipate,” “estimate,” “project,”
“intend,” “plan,” “should,” “may,” “will,” “would,” “will be,”
“will continue” or similar expressions. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements
of the Company and FairPoint, and their respective subsidiaries,
both separately and as a combined entity to be different from those
expressed or implied in the forward-looking statements. All
forward-looking statements attributable to us or persons acting on
the respective behalf of the Company or FairPoint are expressly
qualified in their entirety by the cautionary statements that
appear throughout this communication. Furthermore,
forward-looking statements speak only as of the date they are
made. Except as required under the federal securities laws or
the rules and regulations of the SEC, each of the Company and
FairPoint disclaim any intention or obligation to update or revise
publicly any forward-looking statements. You should not place
undue reliance on forward-looking statements.
Important Merger Information and Additional
Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed
transaction, the Company and FairPoint have and will file relevant
materials with the SEC. The Company filed a Registration
Statement on Form S-4 on January 26, 2017 that includes a joint
proxy statement of the Company and FairPoint and which also
constitutes a prospectus of the Company. The Company and
FairPoint will mail the final definitive joint proxy
statement/prospectus to their respective stockholders when it
becomes available. Investors are urged to read the
joint proxy statement/prospectus regarding the proposed
transaction, which contains important information, and any
amendments thereto when they become available. The
joint proxy statement/prospectus and other relevant documents that
have been or will be filed by the Company and FairPoint with the
SEC are or will be available free of charge at the SEC’s website,
www.sec.gov, or by directing a request when such a filing is made
to Consolidated Communications Holdings, Inc., 121 South 17th
Street, Mattoon, IL 61938, Attention: Investor Relations or to
FairPoint Communications, Inc., 521 East Morehead Street, Suite
500, Charlotte, North Carolina 28202, Attention: Secretary.
The Company, FairPoint and certain of their
respective directors, executive officers and other members of
management and employees may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the directors and
executive officers of the Company is set forth in its definitive
proxy statement, which was filed with the SEC on March 28, 2016.
Information about the directors and executive officers of FairPoint
is set forth in its definitive proxy statement, which was filed
with the SEC on March 25, 2016, and in the joint proxy
statement/prospectus. These documents can be
obtained free of charge from the sources listed above. Investors
may obtain additional information regarding the interests of such
participants by reading the joint proxy statement/prospectus, and
any amendments thereto that the Company and FairPoint file with the
SEC when they become available.
Company Contact:
Jennifer Spaude, Consolidated Communications
507-386-3765
Jennifer.spaude@consolidated.com
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