UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER
SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

Consolidated Communications Holdings, Inc.
(Name of the Issuer)

 

 

 

Consolidated Communications Holdings, Inc.
Condor Holdings LLC
Condor Merger Sub Inc.
Searchlight III CVL, L.P.
Searchlight III CVL GP, LLC

(Names of Persons Filing Statement)

 

Common Stock, $0.01 par value
(Title of Class of Securities)

 

209034107
(CUSIP Number of Class of Securities)

 

 

 

J. Garrett Van Osdell
Chief Legal Officer
Consolidated Communications Holdings, Inc.
2116 South 17th Street
Mattoon, Illinois 61938-5973
(217) 235-3311

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Persons Filing Statement)

 

 

 

With copies to

 

Robert I. Townsend, III

O. Keith Hallam, III

Cravath, Swaine & Moore LLP

825 8th Avenue

New York, NY 10019

(212) 474-1000

Steven A. Cohen

Victor Goldfeld
Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000

Ryan J. Maierson

Ryan J. Lynch
Latham & Watkins LLP
811 Main Street
Houston, TX 77002
(713) 546-7420

 

This statement is filed in connection with (check the appropriate box):

 

a. x The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. ¨ The filing of a registration statement under the Securities Act of 1933.
c. ¨ A tender offer.
d. ¨ None of the above.

 

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

 

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨

 

 

 

 

 

 

INTRODUCTION

 

This Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Consolidated Communications Holdings, Inc. (“Consolidated” or the “Company”), a Delaware corporation and the issuer of the common stock, par value $0.01 per share (the “Shares”), that is subject to the Rule 13e-3 transaction, (ii) Condor Holdings LLC, a Delaware limited liability company (“Parent”), (iii) Condor Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), (iv) Searchlight III CVL, L.P., a Delaware partnership and the sole member of Parent (“Searchlight III CVL”) and (v) Searchlight III CVL GP, LLC, a Delaware limited liability company and the general partner of Searchlight III CVL (“Searchlight III CVL GP”). Parent, Merger Sub, Searchlight III CVL and Searchlight III CVL GP are Filing Persons of this Transaction Statement because they are affiliates of the Company under the SEC rules governing “going-private” transactions.

 

On October 15, 2023, the Company entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) with Parent and Merger Sub, pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation and a wholly owned subsidiary of Searchlight III CVL.

 

In connection with the Merger Agreement, Parent has obtained equity financing commitments from British Columbia Investment Management Corporation, in respect of a pooled investment portfolio formed under the Pooled Investment Portfolios Regulation (British Columbia) and known as the “2020 Private Equity Fund” (“BCI”) and certain affiliates of Parent (together with BCI, the “Guarantors”) in an aggregate amount of $370,000,000 to fund the transactions contemplated by the Merger Agreement (the “Equity Commitment Letters”). The consummation of the Merger is not subject to a financing condition. The Company is entitled to specific performance, subject to the terms and conditions of the Merger Agreement and the applicable equity commitments, to require each Guarantor to fund its respective equity commitment and Parent to close the Merger, if, among other things, all closing conditions are met. In addition, concurrently with the execution of the Merger Agreement, each of the Guarantors also entered into a limited guaranty with the Company (the “Limited Guaranties”) pursuant to which the Guarantors have each provided a limited guaranty with respect to the payment of their pro rata portion of certain payment obligations of Parent and Merger Sub that may be owed to the Company under the Merger Agreement up to the applicable aggregate amount set forth in the Limited Guaranties.

 

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than Shares (i) held by Parent, Merger Sub, or any subsidiary of the Company or Parent, (ii) held by the Company as treasury shares or (iii) held by any person who properly exercises appraisal rights under Delaware law (collectively, the “Excluded Shares”)) shall be converted into the right to receive an amount in cash equal to $4.70 per share, without interest (the “Merger Consideration”), subject to any withholding of taxes required by applicable law.

 

In addition, pursuant to the Merger Agreement, at the Effective Time, (i) each award of restricted shares of Company common stock subject to time-based vesting conditions that is held by a non-employee director or by certain affiliates of Parent (each, a “director Company RSA”) will vest and be converted into the right to receive a cash payment equal to (a) the Merger Consideration multiplied by (b) the number of shares of Company common stock subject to such director Company RSA, (ii) each other award of restricted shares of Company common stock that remains subject solely to service-based vesting conditions (each, a “Company RSA”) will be converted into an award representing the right to receive an amount in cash (without interest) (a “contingent cash award”) with a value equal to (a) the Merger Consideration multiplied by (b) the number of shares of Company common stock subject to such Company RSA and (iii) each performance-based award of restricted shares of Company common stock (each, a “Company PSA”) will be converted into a contingent cash award with a value equal to (a) the Merger Consideration multiplied by (b) the number of shares of Company common stock subject to such Company PSA. The number of shares of Company common stock subject to a Company PSA will be determined based on the number of shares of Company common stock that would have been earned under such Company PSA based on the actual level of achievement of the performance goals (other than the total shareholder return modifier, which will be deemed to be achieved at the target level (i.e., 100%)) through the end of the performance period (as determined by the board of directors of the surviving corporation (or the appropriate committee thereof) in reasonable good faith).

 

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Each contingent cash award will be subject to the same terms and conditions (other than the total shareholder return modifier), including vesting conditions, applicable to the underlying Company RSA or Company PSA from which it was converted (including any accelerated vesting terms and conditions).

 

Concurrently with the execution of the Merger Agreement, the Company entered into a voting agreement (the “Voting Agreement”) with Searchlight III CVL, which, directly or indirectly, beneficially owns approximately 33.8% of the outstanding Shares, pursuant to which, among other things, Searchlight III CVL has agreed to vote (or cause to be voted) all of the Shares held by Searchlight III CVL or Searchlight Capital Partners, L.P. in favor of the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement.

 

Concurrently with the filing of this Schedule 13E-3, the Company is filing with the SEC a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, relating to a special meeting of the stockholders of the Company (the “Special Meeting”) at which the stockholders of the Company will consider and vote upon a proposal to adopt the Merger Agreement and cast an advisory (non-binding) vote to approve the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the Merger. The adoption of the Merger Agreement will require the affirmative vote (in person or by proxy) of the holders of (a) a majority of the voting power represented by the Shares that are entitled to vote thereon in accordance with the Delaware General Corporation Law and (b) a majority of the voting power represented by the Shares that are entitled to vote thereon in accordance with the DGCL and held by Unaffiliated Stockholders (as defined in the Proxy Statement). A copy of the Proxy Statement is attached hereto as Exhibit (a)(2)(i) and incorporated herein by reference. A copy of the Merger Agreement is attached hereto as Exhibit (d)(i) and is also included as Annex A to the Proxy Statement and incorporated herein by reference.

 

The board of directors of the Company (the “Board”) formed a special committee of independent and disinterested members of the Board (the “Special Committee”) to, among other things, evaluate the Merger, and the Special Committee has unanimously determined that it was fair to and in the best interests of the Company and the Unaffiliated Stockholders for the Company to enter into the Merger Agreement and unanimously recommended that the Board: (i) approve and declare advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, (ii) approve the execution, delivery and performance of the Merger Agreement by the Company and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (iii) direct that the Merger Agreement be submitted to the holders of Shares entitled to vote thereon for its adoption and (iv) recommend the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement by the holders of Shares.

 

The Board, acting upon the recommendation of the Special Committee, by unanimous vote of those directors present at a special meeting of the Board (excluding the Searchlight Directors, who recused themselves), determined that it was fair to and in the best interests of the Company and the Unaffiliated Stockholders for the Company to enter into the Merger Agreement and approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement and (i) approved the execution, delivery and performance of the Merger Agreement by the Company and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (ii) directed that the Merger Agreement be submitted to the holders of Shares entitled to vote thereon for its adoption and (iii) recommended the adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement by the holders of Shares.

 

The Merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including the approval and adoption of the Merger Agreement by the Company’s stockholders.

 

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto.

 

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As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion and/or amendment. This Schedule 13E-3 will be amended to reflect such completion or amendment of the Proxy Statement. Capitalized terms used but not expressly defined in this Schedule 13E-3 shall have the respective meanings given to them in the Proxy Statement.

 

The information concerning the Company contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

 

Item 1.    Summary Term Sheet

 

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

Item 2.    Subject Company Information

 

(a)            Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“THE PARTIES TO THE MERGER”

 

(b)            Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“THE SPECIAL MEETING — Record Date and Stockholders Entitled to Vote”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Beneficial Ownership of Common Stock by Management and Directors”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Market Price of Shares and Dividends”

 

(c)            Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Market Price of Shares and Dividends”

 

(d)            Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Market Price of Shares and Dividends”

 

-4

 

 

(e)             Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Prior Public Offerings”

 

(f)             Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Certain Transactions in the Shares of Company Common Stock”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Past Contacts, Transactions, Negotiations and Agreements”

 

Item 3.    Identity and Background of Filing Person

 

(a)–(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. Consolidated Communications Holdings, Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“THE PARTIES TO THE MERGER”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY”

 

“OTHER IMPORTANT INFORMATION REGARDING PARENT”

 

“WHERE YOU CAN FIND ADDITIONAL INFORMATION”

 

Item 4.    Terms of the Transaction

 

(a)(1) Tender Offers. Not Applicable.

 

(a)(2) Merger or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Certain Financial Forecasts”

 

“SPECIAL FACTORS — Opinion of Rothschild & Co US Inc.”

 

-5

 

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Plans for the Company After the Merger”

 

“SPECIAL FACTORS — Certain Effects of the Merger”

 

“SPECIAL FACTORS — Effects on the Company if the Merger Is Not Consummated”

 

“SPECIAL FACTORS — Alternatives to the Merger”

 

“SPECIAL FACTORS — Financing of the Merger”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

“SPECIAL FACTORS — Material U.S. Federal Income Tax Consequences of the Merger”

 

“SPECIAL FACTORS — Regulatory Approvals in Connection with the Merger”

 

“SPECIAL FACTORS — Delisting and Deregistration of Company Common Stock”

 

“SPECIAL FACTORS — Accounting Treatment”

 

“THE SPECIAL MEETING — Vote Required”

 

“THE MERGER AGREEMENT”

 

“THE VOTING AGREEMENT”

 

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

 

Annex A — Agreement and Plan of Merger

 

(c)            Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“SPECIAL FACTORS — Plans for the Company After the Merger”

 

“SPECIAL FACTORS — Certain Effects of the Merger”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

“SPECIAL FACTORS — Financing of the Merger”

 

“THE MERGER AGREEMENT — Consideration To Be Received in the Merger”

 

-6

 

 

“THE MERGER AGREEMENT — Treatment of Company Equity Awards”

 

“THE VOTING AGREEMENT”

 

“PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL”

 

Annex A — Agreement and Plan of Merger

 

Annex B — Voting Agreement

 

(d)            Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SPECIAL FACTORS — Appraisal Rights”

 

“THE SPECIAL MEETING — Appraisal Rights”

 

Annex A — Agreement and Plan of Merger

 

(e)            Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Provisions for Unaffiliated Stockholders”

 

(f)             Eligibility for Listing or Trading. Not Applicable.

 

Item 5.    Past Contacts, Transactions, Negotiations and Agreements

 

(a)            Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

“SPECIAL FACTORS — Financing of the Merger”

 

“THE MERGER AGREEMENT”

 

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“THE VOTING AGREEMENT”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Certain Transactions in the Shares of Company Common Stock”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Past Contacts, Transactions, Negotiations and Agreements”

 

“WHERE YOU CAN FIND ADDITIONAL INFORMATION”

 

Annex A — Agreement and Plan of Merger

 

Annex B — Voting Agreement

 

(b)            Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Plans for the Company After the Merger”

 

“SPECIAL FACTORS — Certain Effects of the Merger”

 

“SPECIAL FACTORS — Financing of the Merger”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

“THE MERGER AGREEMENT”

 

“THE MERGER AGREEMENT — Treatment of Company Equity Awards”

 

“THE VOTING AGREEMENT”

 

“PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Past Contacts, Transactions, Negotiations and Agreements”

 

Annex A — Agreement and Plan of Merger

 

Annex B — Voting Agreement

 

(c)            Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

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“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Past Contacts, Transactions, Negotiations and Agreements”

 

(d)            Conflicts of interest. Not Applicable.

 

(e)            Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Plans for the Company After the Merger”

 

“SPECIAL FACTORS — Certain Effects of the Merger”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

“SPECIAL FACTORS — Financing of the Merger”

 

“THE MERGER AGREEMENT”

 

“THE MERGER AGREEMENT — Parent Vote”

 

“THE MERGER AGREEMENT — Treatment of Series A Preferred Stock”

 

“THE MERGER AGREEMENT — Treatment of Company Equity Awards”

 

“THE VOTING AGREEMENT”

 

“PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Certain Transactions in the Shares of Company Common Stock”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Past Contacts, Transactions, Negotiations and Agreements”

 

“WHERE YOU CAN FIND ADDITIONAL INFORMATION”

 

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Annex A — Agreement and Plan of Merger

 

Annex B — Voting Agreement

 

Item 6.    Purposes of the Transaction and Plans or Proposals

 

(a)            Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Plans for the Company After the Merger”

 

“SPECIAL FACTORS — Delisting and Deregistration of Company Common Stock”

 

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

 

(b)            Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Plans for the Company After the Merger”

 

“SPECIAL FACTORS — Certain Effects of the Merger”

 

“SPECIAL FACTORS — Delisting and Deregistration of Company Common Stock”

 

“THE MERGER AGREEMENT”

 

“THE MERGER AGREEMENT — Consideration To Be Received in the Merger”

 

"DELISTING AND DEREGISTRATION OF COMMON STOCK"

 

Annex A — Agreement and Plan of Merger

 

(c)(1)–(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

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“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Plans for the Company After the Merger”

 

“SPECIAL FACTORS — Certain Effects of the Merger”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

“SPECIAL FACTORS — Financing of the Merger”

 

“SPECIAL FACTORS — Delisting and Deregistration of Company Common Stock”

 

“THE MERGER AGREEMENT”

 

“THE MERGER AGREEMENT — Parent Vote”

 

“THE MERGER AGREEMENT — Treatment of Series A Preferred Stock”

 

“THE MERGER AGREEMENT — Treatment of Company Equity Awards”

 

“THE VOTING AGREEMENT”

 

“THE SPECIAL MEETING”

 

“PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL”

 

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

 

Annex A — Agreement and Plan of Merger

 

Annex B — Voting Agreement

 

Item 7.    Purposes, Alternatives, Reasons and Effects

 

(a)            Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

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“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Plans for the Company After the Merger”

 

“SPECIAL FACTORS — Certain Effects of the Merger”

 

(b)            Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Opinion of Rothschild & Co US Inc.”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Alternatives to the Merger”

 

(c)            Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Opinion of Rothschild & Co US Inc.”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Plans for the Company After the Merger”

 

“SPECIAL FACTORS — Certain Effects of the Merger”

 

-12

 

 

“SPECIAL FACTORS — Alternatives to the Merger”

 

Annex C — Opinion of Rothschild & Co US Inc.

 

(d)            Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Plans for the Company After the Merger”

 

“SPECIAL FACTORS — Certain Effects of the Merger”

 

“SPECIAL FACTORS — Effects on the Company if the Merger Is Not Consummated”

 

“SPECIAL FACTORS — Alternatives to the Merger”

 

“SPECIAL FACTORS — Financing of the Merger”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

“SPECIAL FACTORS — Material U.S. Federal Income Tax Consequences of the Merger”

 

“SPECIAL FACTORS — Delisting and Deregistration of Company Common Stock”

 

“SPECIAL FACTORS — Accounting Treatment”

 

“THE MERGER AGREEMENT — Effects of the Merger”

 

“THE MERGER AGREEMENT — Directors and Officers of the Surviving Corporation”

 

“THE MERGER AGREEMENT — Consideration To Be Received in the Merger”

 

“THE MERGER AGREEMENT — Excluded Shares”

 

“THE MERGER AGREEMENT — Treatment of Series A Preferred Stock”

 

-13

 

 

“THE MERGER AGREEMENT — Treatment of Company Equity Awards”

 

“THE MERGER AGREEMENT — Payment for Securities; Surrender of Certificates”

 

“THE MERGER AGREEMENT — Termination of Exchange Fund”

 

“THE MERGER AGREEMENT — Dissenting Shares”

 

“THE MERGER AGREEMENT — Indemnification and Insurance”

 

“THE MERGER AGREEMENT — Employee Benefit Matters”

 

“THE MERGER AGREEMENT — Fees and Expenses”

 

“THE MERGER AGREEMENT — Withholding Taxes”

 

“PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL”

 

“DELISTING AND DEREGISTRATION OF COMMON STOCK”

 

Annex A — Agreement and Plan of Merger

 

Item 8.    Fairness of the Transaction

 

(a)–(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Opinion of Rothschild & Co US Inc.”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

“THE MERGER AGREEMENT — Indemnification and Insurance”

 

Annex C — Opinion of Rothschild & Co US Inc.

 

-14

 

 

The discussion materials prepared by Rothschild & Co US Inc. and provided to the Special Committee, dated May 16, 2023, June 6, 2023, June 22, 2023, September 6, 2023, September 13, 2023, September 23, 2023 and October 14, 2023, are attached hereto as Exhibit (c)(ii) through and including Exhibit (c)(viii) and are each incorporated by reference herein.

 

(c)            Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“THE MERGER AGREEMENT — Company Stockholder Meeting; Proxy Statement”

 

“THE MERGER AGREEMENT — Conditions of the Merger”

 

“THE SPECIAL MEETING — Record Date and Stockholders Entitled to Vote”

 

“THE SPECIAL MEETING — Quorum”

 

“THE SPECIAL MEETING — Vote Required”

 

“THE SPECIAL MEETING — Voting Procedures”

 

“THE SPECIAL MEETING — How Proxies Are Voted”

 

“THE SPECIAL MEETING — Revocation of Proxies”

 

Annex A — Agreement and Plan of Merger

 

(d)            Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

-15

 

 

(e)            Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

(f)             Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Alternatives to the Merger”

 

“THE MERGER AGREEMENT — No Solicitation; Change in Board Recommendation”

 

Annex A — Agreement and Plan of Merger

 

Item 9.    Reports, Opinions, Appraisals and Negotiations

 

(a)–(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference.

 

“SUMMARY TERM SHEET”

 

-16

 

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Opinion of Rothschild & Co US Inc.”

 

“WHERE YOU CAN FIND ADDITIONAL INFORMATION”

 

Annex C — Opinion of Rothschild & Co US Inc.

 

The discussion materials prepared by Rothschild & Co US Inc. and provided to the Special Committee, dated May 16, 2023, June 6, 2023, June 22, 2023, September 6, 2023, September 13, 2023, September 23, 2023 and October 14, 2023, are attached hereto as Exhibit (c)(ii) through and including Exhibit (c)(viii) and are each incorporated by reference herein.

 

The reports, opinions or appraisals referenced in this Item 9 are filed herewith or incorporated by reference herein and will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of Shares or representative who has been designated in writing, and copies may be obtained by requesting them in writing from the Company at the email address provided under the caption “Where You Can Find Additional Information” in the proxy statement, which is incorporated herein by reference.

 

Item 10. Source and Amount of Funds or Other Consideration

 

(a)-(b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Financing of the Merger”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

“THE MERGER AGREEMENT — Closing and Effective Time of the Merger”

 

“THE MERGER AGREEMENT — Covenants Regarding Conduct of Business by the Company Pending the Closing”

 

“THE MERGER AGREEMENT — Conditions of the Merger”

 

-17

 

 

Annex A — Agreement and Plan of Merger

 

(c)            Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SPECIAL FACTORS — Fees and Expenses”

 

“THE MERGER AGREEMENT — Termination of the Merger Agreement”

 

“THE MERGER AGREEMENT — Termination Fees”

 

“THE MERGER AGREEMENT — Fees and Expenses”

 

“THE SPECIAL MEETING — Solicitation of Proxies”

 

Annex A — Agreement and Plan of Merger

 

(d)            Borrowed Funds.

 

“SPECIAL FACTORS — Financing of the Merger”

 

Item 11. Interest in Securities of the Subject Company

 

(a)            Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

“THE VOTING AGREEMENT”

 

“THE SPECIAL MEETING — Record Date and Stockholders Entitled to Vote”

 

“THE SPECIAL MEETING — Quorum”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY—Beneficial Ownership of Common Stock by Management and Directors”

 

Annex B — Voting Agreement

 

(b)            Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

“THE MERGER AGREEMENT”

 

“THE VOTING AGREEMENT”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY — Certain Transactions in the Shares of the Company Common Stock”

 

-18

 

 

Annex A — Agreement and Plan of Merger

 

Annex B — Voting Agreement

 

Item 12. The Solicitation or Recommendation

 

(d)             Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

“THE MERGER AGREEMENT — Parent Vote”

 

“THE VOTING AGREEMENT”

 

“THE SPECIAL MEETING — Record Date and Stockholders Entitled to Vote”

 

“THE SPECIAL MEETING — Quorum”

 

“THE SPECIAL MEETING — Voting by Company Directors, Executive Officers and Principal Securityholders”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY—Beneficial Ownership of Common Stock by Management and Directors”

 

Annex B — Voting Agreement

 

(e)              Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

-19

 

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

Item 13. Financial Statements

 

(a)             Financial Information. The audited financial statements set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, originally filed on March 6, 2023 (see pages F-1 through F-45 therein) and the unaudited condensed consolidated statements of operations, condensed consolidated statements of comprehensive income, condensed consolidated balance sheets, condensed consolidated statements of changes in mezzanine equity and shareholders’ equity and condensed consolidated statements of cash flows set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, originally filed on November 7, 2023 (see pages 1 through 26 therein) are incorporated herein by reference. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“SPECIAL FACTORS —  Certain Financial Forecasts”

 

“SPECIAL FACTORS — Opinion of Rothschild & Co US Inc.”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Selected Historical Consolidated Financial Data”

 

“OTHER IMPORTANT INFORMATION REGARDING THE COMPANY – Book Value per Share”

 

“WHERE YOU CAN FIND ADDITIONAL INFORMATION”

 

(b)             Pro Forma Information. Not Applicable.

 

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

 

(a)-(b)      Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER”

 

“SPECIAL FACTORS — Background of the Merger”

 

“SPECIAL FACTORS — Recommendation of the Special Committee”

 

“SPECIAL FACTORS — Recommendation of the Board”

 

-20

 

 

“SPECIAL FACTORS — Reasons for the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Company for the Merger”

 

“SPECIAL FACTORS — Position of the Company as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Purpose and Reasons of the Searchlight Entities for the Merger”

 

“SPECIAL FACTORS — Position of the Searchlight Entities as to the Fairness of the Merger”

 

“SPECIAL FACTORS — Fees and Expenses”

 

“THE MERGER AGREEMENT — Fees and Expenses”

 

"THE SPECIAL MEETING"

 

“THE SPECIAL MEETING — Solicitation of Proxies”

 

Item 15. Additional Information

 

(b)             The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

“SUMMARY TERM SHEET”

 

“SPECIAL FACTORS — Interests of the Company’s Directors and Executive Officers in the Merger”

 

-21

 

 

“SPECIAL FACTORS — Certain Effects of the Merger”

 

“THE MERGER AGREEMENT — Consideration To Be Received in the Merger”

 

“THE MERGER AGREEMENT — Treatment of Company Equity Awards”

 

“PROPOSAL 2: ADVISORY COMPENSATION PROPOSAL”

 

Annex A — Agreement and Plan of Merger

 

(c)              Other Material Information. The entirety of the Proxy Statement, including all appendices thereto, is incorporated herein by reference.

 

Item 16. Exhibits

 

The following exhibits are filed herewith:

 

Exhibit No. Description
(a)(2)(i) Preliminary Proxy Statement of Consolidated Communications Holdings, Inc. (included in the Schedule 14A filed on November 20, 2023, and incorporated herein by reference) (the “Preliminary Proxy Statement”).
(a)(2)(ii) Form of Proxy Card (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(2)(iii) Letter to Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(2)(iv) Notice of Special Meeting of Stockholders (included in the Preliminary Proxy Statement and incorporated herein by reference).
(a)(5)(i) Press Release, dated October 16, 2023 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Consolidated Communications Holdings, Inc. with the Commission on October 16, 2023).
(a)(5)(ii) Investor Presentation (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by Consolidated Communications Holdings, Inc. with the Commission on October 16, 2023).
(c)(i) Opinion of Rothschild & Co US Inc., dated as of October 15, 2023
(c)(ii) Discussion materials prepared by Rothschild & Co US Inc., dated May 16, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.
(c)(iii) Discussion materials prepared by Rothschild & Co US Inc., dated June 6, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.
(c)(iv) Discussion materials prepared by Rothschild & Co US Inc., dated June 22, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.

 

-22

 

 

(c)(v) Discussion materials prepared by Rothschild & Co US Inc., dated September 6, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.
(c)(vi) Discussion materials prepared by Rothschild & Co US Inc., dated September 13, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.
(c)(vii) Discussion materials prepared by Rothschild & Co US Inc., dated September 23, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.
(c)(viii) Discussion materials prepared by Rothschild & Co US Inc., dated October 14, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.
(c)(ix) Discussion materials prepared by Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, dated March 15, 2023, for Condor Holdings LLC, Condor Merger Sub Inc., Searchlight III CVL, L.P. and Searchlight III CVL GP, LLC
(d)(i) Agreement and Plan of Merger, dated October 15, 2023, by and among Condor Holdings LLC, Condor Merger Sub Inc. and Consolidated Communications Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Consolidated Communications Holdings, Inc. with the Commission on October 16, 2023).
(d)(ii) Voting Agreement, dated October 15, 2023, by and between Consolidated Communications Holdings, Inc., and Searchlight III CVL, L.P (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Consolidated Communications Holdings, Inc. with the Commission on October 16, 2023).
(d)(iii) Interim Investors’ Agreement, dated October 15, 2023, by and between Condor Holdings LLC, Condor Merger Sub Inc., Searchlight Capital III, L.P., Searchlight III CVL, L.P  and British Columbia Investment Management Corporation.
(d)(iv) Equity Commitment Letter, dated October 15, 2023, by and between Condor Holdings LLC, Searchlight Capital III, L.P. and Searchlight Capital III PV, L.P.
(d)(v) Limited Guaranty, dated October 15, 2023, by and between Consolidated Communications Holdings, Inc., Searchlight Capital III, L.P. and Searchlight Capital III PV, L.P.
(d)(vi) Governance Agreement, dated as of September 13, 2020, by and between Consolidated Communications Holdings, Inc. and Searchlight III CVL, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Consolidated Communications Holdings, Inc. with the Commission on September 13, 2020).
(d)(vii) Registration Rights Agreement, dated as of October 2, 2020, by and between Consolidated Communications Holdings, Inc. and Searchlight III CVL, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Consolidated Communications Holdings, Inc. with the Commission on October 2, 2020).
(d)(viii) Waiver, dated as of November 22, 2022, made by Searchlight III CVL, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Consolidated Communications Holdings, Inc. with the Commission on November 22, 2022).
(f) Section 262 of the DGCL (included in the Preliminary Proxy Statement and incorporated herein by reference).
(g) Not Applicable.
107 Filing Fee Table.

 

-23

 

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

 

By:/s/ C. Robert Udell, Jr.

Name:C. Robert Udell, Jr.
 Title:President and Chief Executive Officer

 

Date: November 20, 2023

 

-24

 

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 CONDOR HOLDINGS LLC
  
 By: Searchlight III CVL L.P., its sole member
 By: Searchlight III CVL GP, LLC, its general partner

 

By:/s/ Andrew Frey

Name:Andrew Frey
 Title:Authorized Person

 

Date: November 20, 2023

 

-25

 

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 CONDOR MERGER SUB INC.

 

By:/s/ Andrew Frey

Name:Andrew Frey
 Title:Authorized Person

 

 

Date: November 20, 2023

 

-26

 

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 SEARCHLIGHT III CVL, L.P.
  
 By: Searchlight III CVL GP, LLC, its general partner

 

By:/s/ Andrew Frey

Name:Andrew Frey
 Title:Authorized Person

 

 

Date: November 20, 2023

 

-27

 

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 SEARCHLIGHT III CVL GP, LLC

 

By:/s/ Andrew Frey

Name:Andrew Frey
 Title:Authorized Person

 

 

Date: November 20, 2023

 

-28

 

Exhibit (c)(i)

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October 15, 2023 The Special Committee of the Board of Directors Consolidated Communications Holdings, Inc. 2116 South 17th Street Mattoon, Illinois 61938 Members of the Special Committee: We understand that Condor Holdings LLC (the "Parent"), Condor Merger Sub Inc., a wholly owned subsidiary of the Parent ("Merger Sub"), and Consolidated Communications Holdings, Inc. (the "Company"), propose to enter into an Agreement and Plan of Merger (the "Agreement"), which provides, among other things, for the merger of Merger Sub with and into the Company with the Company surviving the merger (the "Surviving Corporation") as a wholly owned subsidiary of the Parent (the "Transaction"), and that, in connection with the Transaction, each issued and outstanding share of common stock, par value $0.01 per share, of the Company (the "Company Shares") ( other than (i) shares held by the Company as treasury stock, (ii) shares held by Merger Sub, (iii) shares held by any direct or indirect wholly owned subsidiary of the Company or Parent (other than Merger Sub), (iv) shares subject to Company Awards (as defined in the Agreement), (v) shares held directly by Parent, which shares shall be automatically converted into validly issued, fully paid and nonassessable shares of common stock, no par value per share, of the Surviving Corporation (the "Rollover Shares") and (vi) Dissenting Shares (as defined in the Agreement) ((i) through (vi), collectively, the "Excluded Shares")) will be cancelled and converted into the right to receive $4.70 in cash (the "Merger Consideration"). The terms and conditions of the Transaction are more fully set forth in the Agreement. The special committee of the board of directors (the "Board") of the Company (such committee, the "Special Committee") has requested our opinion as to whether the Merger Consideration payable to the holders of Company Shares (other than the Excluded Shares) in the Transaction pursuant to the Agreement is fair, from a financial point of view, to the Unaffiliated Stockholders (as defined in the Agreement). In arriving at our opinion set forth below, we have, among other things: (i) reviewed a draft of the Agreement dated October 15, 2023; (ii) reviewed certain publicly available business and financial information that we deemed to be generally relevant concerning the Company and the industry in which it operates, including certain publicly available research analyst reports and the reported price and historical trading activity for the Company Shares; (iii) compared the proposed financial terms of the Transaction with the publicly available financial terms of certain transactions involving companies we deemed generally relevant and the consideration received in such transactions; (iv) compared the financial and operating performance of the Company with publicly available information concerning certain other public companies we deemed generally relevant, including data related to public market trading levels and implied trading multiples; (v) reviewed certain internal financial and operating information with respect to the business, operations and prospects of the Company, including certain financial forecasts relating to the Company prepared by the management of the Company and approved for our use by the Special Committee (the "Forecasts"); and (vi) performed such other financial studies and analyses and considered such other information as we deemed appropriate for the purposes of this opinion. In addition, we have held discussions with certain members of the management of the Company regarding the Transaction,

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Special Committee of the Board of Directors Consolidated Communications Holdings, Inc. October 15, 2023 Page 2 the past and current business operations and financial condition and prospects of the Company, the Forecasts and certain other matters we believed necessary or appropriate to our inquiry. In arriving at our opinion, we have, with your consent, relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or was furnished or made available to us by the Company and its associates, affiliates and advisors, or otherwise reviewed by or for us, and we have not assumed any responsibility or liability therefor. We have not conducted any valuation or appraisal of any assets or liabilities of the Company (including, without limitation, real property owned by the Company or to which the Company holds a leasehold interest), nor have any such valuations or appraisals been provided to us, and we do not express any opinion as to the value of such assets or liabilities. We have not evaluated the solvency or fair value of the Company or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. In addition, we have not assumed any obligation to conduct any physical inspection of the properties or the facilities of the Company or Parent. At your direction , we have used and relied upon the Forecasts for purposes of our opinion. In relying on the Forecasts, we have assumed, at your direction and at the direction of the Company, that they have been reasonably prepared by the management of the Company based on assumptions reflecting the best currently available estimates and judgments by the Company's management and by the Special Committee as to the expected future results of operations and financial condition of the Company. We express no view as to the reasonableness of the Forecasts and the assumptions on which they are based. We have assumed that the transactions contemplated by the Agreement will be consummated as contemplated in the Agreement without any waiver or amendment of any terms or conditions, including, among other things, that the parties will comply with all material terms of the Agreement and that in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the Transaction, no material delays, limitations, conditions or restrictions will be imposed. For purposes of rendering this opinion, we have assumed that there has not occurred any material change in the assets, financial condition, results of operations, business or prospects of the Company since the date of the most recent financial statements and other information, financial or otherwise, relating to the Company made available to us, and that there is no information or any facts that would make any of the information reviewed by us incomplete or misleading. We do not express any opinion as to any tax or other consequences that may result from the Transaction, nor does our opinion address any legal, tax, regulatory or accounting matters. We have relied as to all legal, tax and regulatory matters relevant to rendering our opinion upon the assessments made by the Company and its other advisors with respect to such issues. In arriving at our opinion, we have not taken into account any litigation, regulatory or other proceeding that is pending or may be brought against the Company or any of its affiliates. In addition, we have relied upon and assumed, without independent verification, that the final form of the Agreement will not differ in any material respect from the draft of the Agreement reviewed by us. Our opinion is necessarily based on securities markets, economic, monetary, financial and other general business and financial conditions as they exist and can be evaluated on, and the information made available to us as of, the date hereof and the conditions and prospects, financial and otherwise, of the Company as they were reflected in the information provided to us and as they

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Special Committee of the Board of Directors Consolidated Communications Holdings, Inc. October 15, 2023 Page 3 were represented to us in discussions with the management of the Company. We are expressing no opinion herein as to the price at which the Company Shares will trade at any future time. Our opinion is limited to the fairness, from a financial point of view, to the Unaffiliated Stockholders of the Merger Consideration payable to the holders of Company Shares (other than the Excluded Shares) in the Transaction pursuant to the Agreement. We do not express any opinion as to the Company's, the Board's or the Special Committee's underlying business decisions to engage in the Transaction or the relative merits of the Transaction as compared to any alternative transaction. We were not requested to solicit, and did not solicit, interest from other parties with respect to a Transaction. We have not been asked to, nor do we, offer any opinion as to the terms, other than the Merger Consideration to the extent expressly set forth herein, of the Transaction, the Agreement or any other agreement entered into in connection with the Transaction. We and our affiliates are engaged in a wide range of financial advisory and investment banking activities. In addition, in the ordinary course of their asset management, merchant banking and other business activities, our affiliates may trade in the securities of the Company, Parent, Searchlight Capital Partners, L.P., an affiliate of Parent ("Searchlight"), British Columbia Investment Management Corporation, an affiliate of Parent ("BCI"), and any of their respective affiliates, for their own accounts or for the accounts of their affiliates and customers, and may at any time hold a long or short position in such securities. We are acting as financial advisor to the Special Committee with respect to the Transaction and will receive a fee from the Company for our services, a portion of which is payable upon delivery of this opinion and the remaining portion of which is contingent upon the consummation of the Transaction. In addition, the Company has agreed to reimburse certain of our expenses and indemnify us against certain liabilities that may arise out of our engagement. We and/or our affiliates are currently providing certain financial advisory services to affiliates and/ or portfolio companies of Searchlight in connection with matters unrelated to the Transaction for which we and/ or our affiliates may receive fees for our services, including representing an affiliate of Searchlight in connection with an acquisition of Gresham House plc. We and our affiliates may in the future provide financial services to the Company, Parent, Searchlight, BCI and/ or their respective affiliates in the ordinary course of our businesses from time to time and may receive fees for the rendering of such services. This opinion is provided for the benefit of the Special Committee in connection with and for the purpose of its evaluation of the Transaction. This opinion should not be construed as creating any fiduciary duty on our part to any party. This opinion does not constitute a recommendation to the Special Committee as to whether to approve the Transaction or a recommendation as to whether or not any holder of Company Shares should vote or otherwise act with respect to the Transaction or any other matter. In addition, the Special Committee has not asked us to address, and this opinion does not address, (i) the fairness to, or any other consideration of, the holders of any class of securities (other than the Unaffiliated Stockholders and then only to the extent expressly set forth herein) or creditors or other constituencies of the Company, (ii) the fairness to, or any other consideration of, (x) the holders of Series A Perpetual Preferred Stock, par value $0.01 per share, of the Company or (y) the holders of the Rollover Shares or (iii) the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Parent, the Company, or any class of such persons, whether relative to the Merger Consideration pursuant to the Agreement or otherwise.

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Special Committee of the Board of Directors Consolidated Communications Holdings, Inc. October 15, 2023 Page 4 This opinion is given and speaks only as of the date hereof. It should be understood that subsequent developments may affect this opinion and the assumptions used in preparing it, and we do not have any obligation to update, revise, or reaffirm this opinion. This opinion has been approved by the Global Advisory Commitment Committee of Rothschild & Co US Inc. On the basis of and subject to the foregoing, it is our opinion that, as of the date hereof, the Merger Consideration payable to the holders of Company Shares (other than the Excluded Shares) in the Transaction pursuant to the Agreement is fair, from a financial point of view, to the Unaffiliated Stockholders. Very truly yours, /s/ Rothschild & Co US Inc. ROTHSCHILD & CO US INC.

Exhibit (c)(ii)

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Preliminary and Confidential Draft Project [ C ] Kick-off materials 1 May 16th, 2023 Preliminary Draft

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Preliminary Draft Agenda Working group introductions 1 Process discussion 3 Phase I deliverables and indicative timeline 4 Administrative items 2 Next steps 5

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Preliminary Draft Special Committee working group Special Committee working group Management team (“Management”) For reference only ◼ Bob Udell, President, CEO and Director ◼ Fred Graffam, EVP & CFO ◼ Gaurav Juneja, President of Consumer ◼ John Lunny, CTO ◼ Dan Stoll, President of Commercial-Carrier ◼ Jennifer Spaude, SVP of Corporate Communications & IR ◼ Garrett Van Osdell, Chief Legal Officer & Corporate Secretary ◼ Gabe Waggoner, EVP of Operations ◼ Robert Currey, Chairman of Board ◼ Thomas Gerke, Director ◼ Roger Moore, Director ◼ Maribeth Rahe, Director Special Committee (“SC”) ◼ Jonathan Herbst, Partner & Head of North America Media & Telecommunications ◼ James Ben, Partner & Head of North America M&A ◼ Michael Speller, Partner & Head of North America Debt Advisory ◼ Ben Goldenberg, Director ◼ Charles Huyghues-Despointes, Director ◼ Keith Knobelauch, Vice President ◼ Marcos Robertson-Lavalle, Associate ◼ Patrick Cooney, Associate ◼ Derek Cunningham, Associate ◼ Austin Gausditis, Analyst ◼ Adrian Scott, Analyst ◼ Jamie Lynch, Analyst ◼ Aimee Hou, Analyst ProjectSeashoreSupport@Rothschildandco.com Rothschild & Co (“R&Co”) ◼ Robert Townsend, Partner and Co-Head of the Global M&A Practice ◼ Andrew Elken, Partner ◼ Alexander Greenberg, Associate ◼ Christopher Doherty, Associate Cravath, Swaine & Moore (“Cravath”) 1 Working group introductions 3

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Preliminary Draft Administrative items 4 2 Administrative items S M T W Th F Sa 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 S M T W Th F Sa 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 1 S M T W Th F Sa 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 S M T W Th F Sa 30 31 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 May June July August * Key administrative items upon project kickoff ◼ Establish project name / confidential naming considerations □ Project Seashore □ Condor, Seagull, Blue Jay ◼ Establish internal communications protocols □ Among SC / R&Co / Cravath □ With Management □ With other professionals ◼ Establish external communications protocols □ With stakeholders (shareholders / creditors) □ Interaction with interested party (“IP”) □ Inbounds / interaction from 3rd parties ◼ Establish SC meeting cadence □ Weekly update calls □ Key deliverables dates (face-to-face meetings) Project Kickoff U.S. Holidays * Weekly touchpoints Q2 earnings (est., TBC)

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Preliminary Draft Situation update 5 Review of Special Committee charter and objectives Debrief on discussions with IP to date (review of communication, key touchpoints, etc.), if any Other shareholder feedback, if any Update on inbound inquiry or interaction, if any Update on creditor discussions or interaction, if any 2 Administrative items 1 2 3 4 5

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Preliminary Draft ◼ Ensure full understanding of proposal ◼ Develop an understanding of management’s business plan ◼ Determine standalone / intrinsic valuation of Company ◼ Shareholder value vs. proposal ◼ Determine required regulatory approvals ◼ Establish contact with IP to clarify proposed terms of proposal ◼ Review of management plan, model and forecast assumptions / sensitivities ◼ Management meeting / Q&A ◼ Benchmarking against peers / industry performance ◼ Capital needs for achievement of current Management plan / capital requirements to accelerate build plan ◼ Traditional valuation methodologies Evaluation of proposal / standalone value after evaluation of proposal Assessment of alternatives ◼ Alternative potential buyer universe (ability to transact, timing) ◼ Viability of potential asset sales (separability, timing and tax leakage) ◼ Capital markets assessments (ability to secure committed financing to refinance or solicit CoC waiver consent) ◼ Regulatory considerations ◼ Analyze potential alternative transactions / strategies ◼ Factors impacting probability of success B Special Committee process overview 6 Key objectives Key workstreams A Determine appropriate response to IP ◼ Develop appropriate communication strategy contingent on outcome of previous steps ◼ Process overlay, establish ground rules Step 2 ◼ Prepare formal response materials ◼ Determine best path for Special Committee to pursue Execution ◼ Establish process strategy and key milestones Step 3 Step 1 3 Process discussion

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Preliminary Draft 7 Business plan assessment – work plan Process discussion Capital requirements of management plan ◼ Assess runway to fund its current business plan (and potential variations to the plan) ◼ Consider the timing of capex spend and how this may impact long-term plan, future funding requirements, etc. ◼ Quantify the amount of incremental capital the business would need to fund the current plan ◼ Evaluate how accessible the revolving credit facility may be given existing debt covenants Fiber deployment / legacy business strategy ◼ Key revenue growth drivers for business □ Residential / commercial fiber build plan, penetration rates and unit economics □ Carrier revenue plan and long-term outlook ◼ Assessment of profitability and long-term outlook for target EBITDA margins ◼ Capex strategy and market focus Analysis of business plan / Model review 3 ◼ Historical operating KPIs / financial results ◼ Long-term business plan ◼ Budget vs. actuals ◼ Detailed 2023 / 2024 budget ◼ Summary of fiber deployment strategy and progress to date ◼ Market penetration summary ◼ Strategic operations materials (i.e., headcount plans, market focuses, etc.) ◼ Commercial diligence / industry reports (e.g., Altman report, etc.) ◼ Board presentations related to business plan ◼ Details on funding of pension / OPEB ◼ Preferred stock calculation (if sold) □ Call protection □ Breakage calculation ◼ Pro forma capitalization table ◼ Lender register (from admin agent) and bondholders list (via an information agent) Formal diligence list to be shared following today’s meeting Key diligence items

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Preliminary Draft Assessment of alternatives – Preliminary universe 8 Alternative Key points Status quo / remain publicly traded company Execute on plan ◼ Intrinsic valuation and discounted future share price ◼ Ability to self-sustain without supplemental financing ◼ Upside / downside risks to achievement of forecast plan Potential monetization of assets ◼ Near-term capital to focus on higher growth buildouts / accelerated build ◼ Potential balance sheet derisking ◼ Execution, valuation, timing and tax leakage to be evaluated Pursue transaction with IP ◼ Value of proposal vs. intrinsic value of standalone plan ◼ Analyze how to best create negotiating leverage ◼ Cost-benefit of transaction risk vs. plan execution risk ◼ Timing considerations Pursue alternative sale transaction / combination ◼ Buyer universe – potential interest / strategic value, ability to pay, timing ◼ Timing considerations vs. transaction with IP ◼ Feasibility of CoC waiver consent / new debt pricing and leverage capacity 1 3 2 Process discussion a b 3

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Preliminary Draft Month May June Week 1 2 3 4 Day 15 16 17 18 19 22 23 24 25 26 29 30 31 1 2 5 6 7 8 9 General Weekly update calls 1a Analysis of business plan / model review 1a.1 Kick-off 1a.2 Share initial R&Co diligence list 1a.3 Receive / review initial management forecasts 1a.4 Management Q&A sessions 1a.5 Detailed benchmarking of plan 1a.6 Plan sensitivities 1a.7 Capital structure analysis 1a.8 Iteration of valuation considerations 1a.9 Presentation of initial valuation findings to Committee 1b Assessment of alternatives 1b.1 Review of status quo based on concurrent work in Step 1a 1b.2 Capital structure analysis / evaluate potential consent solicitation 1b.3 Evaluation of potential asset sales 1b.4 Assessment of potential strategic buyers (firepower, synergies, rationale) 1b.5 Assessment of potential financial buyers (ability to pay, returns analysis) 1b.6 Presentation of findings to Committee 2 Determine appropriate response to IP 2.1 Advisor initial outreach to IP on behalf of Company 2.2 Assessment of risk factors 2.3 Deliberation on potential strategic alternatives 2.4 Determine formal response strategy to IP 3 Execution 3.1 Provide formal response to IP 3.2 Pursue alternatives, if SC determines to do so 3.3 Consider external communications updates, if needed Phase I deliverables and indicative timeline Preliminary process timeline 9 Key action items and targeted timing to ensure an informed formal response is reached 4

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Preliminary Draft Receive and review financial information from Management 2 Schedule in-person meeting with Management to review information received and engage in Q&A 3 Share initial diligence list with Management 1 Schedule meeting with regulatory counsel 4 Next steps 10 5 Next steps Determine appropriate treatment of preferred equity under potential change of control 5

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11 Appendix

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Confidential Preliminary Draft Pre-13D filing price Unaffected price Interested Party proposal Current price Date Metric M arch 7th, 2022 April 12th, 2023 April 13th, 2023 M ay 15th, 2023 Price $4.71 $2.76 $4.00 $3.67 % difference to 30-trading day VWAP $3.53 n.a. n.a. 52% 4% % difference to 60-trading day VWAP $3.21 n.a. n.a. 25% 14% % difference to 90-trading day VWAP $3.56 n.a. n.a. 12% 3% % difference to 52-week high $8.49 n.a. n.a. (53%) (57%) % difference to unaffected price $2.76 n.a. n.a. 45% 33% (x) Fully diluted shares outstanding 116 117 120 120 Implied equity value $544 $324 $481 $441 (+) Gross debt2 2,175 2,186 2,195 2,195 (-) Cash (100) (326) (248) (248) (-) Short term investments (111) (88) (88) (88) (+) Preferred equity (at liquidation preference)3 437 477 488 488 (+) Non-controlling interest 7 8 8 8 (-) Investments in affiliates (110) (10) (9) (9) (+) Net underfunded pension4 163 95 95 95 Implied enterprise value $3,006 $2,665 $2,921 $2,881 memo: Value of equity not owned by Interested Party n.a. $215 $324 $297 Implied EV / NTM adj. EBITDA 5 7.2x 8.4x 9.3x 9.1x Implied EV / FY+1 adj. EBITDA 6 7.1x 7.6x 8.3x 8.2x Company’s valuation in context 12 IP proposal implies 9.3x 2023E EBITDA and 8.3x 2024E EBITDA1 Sources Company filings, FactSet Notes 1 Assumes consensus EBITDA estimates as of 5/15/2023 2 Gross debt includes finance leases 3 Liquidation preference inclusive of accumulated PIK interest 4 Net of illustrative deferred tax asset 5 Denotes EV / ’22E EBITDA for “March ’22 13D filing,” EV / ’23E EBITDA for other scenarios 6 Denotes EV / ’23E EBITDA for “March ’22 13D filing,” EV / ’24E EBITDA for other scenarios Implied valuation at key transaction milestones (in USDm, except for share price)

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Preliminary Draft 13 Disclaimer 1. Section name The accompanying materials were compiled on a confidential basis by Rothschild & Co US Inc. (“Rothschild & Co”) for the use and benefit of the Special Committee (the “Special Committee”) of the Board of Directors of Consolidated Communications Holdings, Inc. (the “Company”) solely in connection with its evaluation of the transaction referred to herein. Neither Rothschild & Co nor any of its affiliates, nor any of its or their respective officers, directors, employees, advisors, agents or representatives, represents or warrants as to the accuracy or completeness of any of the materials set forth herein. Nothing contained in the accompanying materials is, or shall be relied upon as, a promise or representation as to the past, present or future. It should be understood that these materials, including any valuations and/or estimates or projections contained in the accompanying materials, were prepared or derived from information supplied by the Company or derived from public sources, without any independent verification by Rothschild & Co. This information, including any valuations, estimates or projections, involves numerous and significant assumptions and subjective determinations by the Company’s management and other sources, which may or may not be correct, although the Company has represented that the materials are reasonably based. Rothschild & Co assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is made by Rothschild & Co as to the accuracy or completeness of any such information or the achievability of any such valuations and/or estimates or projections. To the extent such information includes any estimates or projections of future financial performance, Rothschild & Co has assumed that such estimates or projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). The accompanying material does not represent an opinion as to the prices at which the Company, or any interests therein, actually would be acquired or sold. Except where otherwise indicated, this presentation speaks as of the date hereof and is necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof. Rothschild & Co does not have any obligation to update, review or reaffirm these materials. The presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Rothschild & Co. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation would be the same if made as of any other date. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. No single analysis contained herein can be deemed more or less important than any other analysis and these analyses must be considered, in their totality, with the oral briefing provided by Rothschild & Co. Prior to entering into any transaction, the Special Committee should determine, without reliance on Rothschild & Co or its affiliates, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction. In this regard, by accepting these materials, the Special Committee acknowledges that Rothschild & Co is not in the business of providing (and the Special Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and qualified legal, tax and accounting advice. These materials do not constitute an offer or solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the Board of Directors or the Company. In the ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of its affiliates or any other company that may be involved in a transaction. THIS PRESENTATION IS CONFIDENTIAL AND WAS NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR FILING THEREOF UNDER STATE OR FEDERAL SECURITIES LAWS OR OTHERWISE. THIS PRESENTATION MAY NOT BE COPIED BY, OR DISCLOSED OR MADE AVAILABLE TO, ANY PERSON WITHOUT THE PRIOR WRITTEN APPROVAL OF Rothschild & Co. THIS PRESENTATION IS NOT INTENDED TO BE USED OR RELIED UPON, AND SHOULD NOT BE USED OR RELIED UPON, BY ANY PERSON OTHER THAN THE SPECIAL COMMITTEE AND MAY NOT BE USED BY ANY OTHER PERSON WITHOUT PRIOR WRITTEN APPROVAL OF Rothschild & Co. 7. NEXT STEPS

Exhibit (c)(iii)

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DRAFT All numbers and references herein are highly preliminary and subject to material refinement PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL CHANGE Project Seashore Discussion materials 1 6 June 2023

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PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL CHANGE Topics for discussion 2 Key Special Committee confirmations Potential business plan sensitivities C Terminal cash flow assumptions B May 70% Plan financing considerations A

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PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL CHANGE Key items for the Special Committee to confirm 3 ◼ Business plan for basis of analysis □ Confirmation of capital need assumptions (if any) ◼ Confirmation of terminal assumptions ◼ Confirmation of NOL / tax assumptions ◼ Direction on model sensitivities to run

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PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL CHANGE 1 of 2 Net leverage1 Considerations for raising capital to fund May 70% Build Plan 4 ◼ May 70% Build Plan has ~$400m total shortfall in capital by 2026 ◼ Current revolver covenants limit ability to use leverage capacity to fund shortfall □ Model projects revolver fully drawn up to 35% springing covenant level ($79m) by year-end 2023 □ Incurrence of debt above 35% revolver draw is subject to a 6.35x leverage covenant □ Based on EBITDA / cash generation profile, additional leverage capacity below 6.35x covenant level unavailable until late 2024 / early 2025 ◼ Management has guided that ~$250 - 275m of new capital would be needed to bridge to the point at which additional revolver capacity is available to fund the remainder of the ~$400m shortfall ◼ Seagull approval rights on new capital raised require careful consideration and management 1. SECTION NAME A May 70% Plan financing considerations Situation overview May 70% Plan liquidity and leverage overview Total liquidity Net leverage1 Total liquidity Ending cash balance Ending revolver capacity New capital raise A B A PF for illustrative capital raise at Dec-23E B Source: May 70% LRP Note: 1. Defined as debt (gross of issuance costs) including finance leases less cash on hand ÷ LTM EBITDA 336 27 10 10 10 21 275 241 241 227 41 30 241 577 543 237 51 40 262 4.9x 5.8x 6.1x 5.3x 4.2x 3.2x Mar-23A Dec-23E Dec-24E Dec-25E Dec-26E Dec-27E Chart Title 336 28 (201) (385) (387) (161) 241 79 -- -- 577 107 (201) (385) (387) (161) 4.9x 6.7x 6.9x 5.9x 4.7x 3.6x Mar-23A Dec-23E Dec-24E Dec-25E Dec-26E Dec-27E Chart Title

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PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL CHANGE $m 2023E 2024E 2025E 2026E 2027E Seagull preferred (at liquidation preference) $521 $569 $621 $678 $741 Illustrative new preferred instrument (25% IRR) 275 344 430 537 671 Total preferred equity (pro forma) 796 913 1,051 1,216 1,412 (+) Net debt 2,146 2,448 2,614 2,611 2,373 Memo: xLTM EBITDA 6.7x 6.9x 5.9x 4.7x 3.6x Net debt including preferred equity 2,942 3,361 3,665 3,827 3,785 Memo: xLTM EBITDA 9.2x 9.4x 8.3x 6.8x 5.7x $m, except per share Illustrative capital requirement $275 Undisturbed share price $2.76 Illustrative offering discount 20.0% Implied offering price $2.30 Implied shares issued 119.6 % of current basic shares outstanding 102.5% May 70% Plan financing considerations Considerations for raising capital to fund May 70% Build Plan 5 2 of 2 Source: May 70% LRP Note: 1. Defined as debt (gross of issuance costs) including finance leases less cash A ◼ Limited recent precedents in US public markets ◼ Issued at meaningful discount to trading price ◼ Practical requirement to have Seagull’s participation in order to underwrite ◼ Highly bespoke instruments with range of potential structures / terms ◼ Likely needs to be structured as junior to Seagull preferred equity ◼ Based on capital structure, investors would likely target 20 - 25% total return through a convertible preferred instrument □ PIK interest (10 - 15%) for portion or all of instrument life □ Conversion to common equity at a premium (10 - 20%) after specified period □ Make-whole if called within certain period (~3 years) □ Put rights for new investor (cash redemption or mandatory conversion) □ Potential governance considerations ◼ Structuring may require management of change-of-control terms on current debt (dependent on size of conversion) Negotiated senior equity instrument New capital: illustrative options Rights issue Public market announcement of need for liquidity may result in negative share price reaction, impacting the cost / terms of external capital Illustration Illustration

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PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL CHANGE $m Terminal Total revenue $1,525 Adj. EBITDA 741 (-) Stock-based compensation (10) Adj. EBITDA (less SBC) $731 (-) One-time items (15) (-) D&A EBIT 716 (-) Tax at marginal rate (25%) (179) NOPAT 537 (+) D&A (-) CapEx (+ / -) Source / (use) of NWC (4) Unlevered FCF $533 Self Funding LRP $m 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E Total sales $1,119 $1,141 $1,205 $1,282 $1,332 $1,388 $1,432 $1,479 $1,525 % growth 1.9% 5.6% 6.4% 3.9% 4.2% 3.2% 3.3% 3.1% Adj. EBITDA 321 362 428 522 597 647 683 718 741 % margin 28.6% 31.7% 35.5% 40.7% 44.8% 46.7% 47.6% 48.5% 48.6% CapEx Build 168 93 55 62 73 63 63 63 54 Success-based 175 158 167 148 132 139 141 144 141 Obligatory 88 86 79 73 69 75 75 75 75 Other 29 15 – – – – – – – Total CapEx 460 352 301 283 274 277 280 283 270 CapEx % of sales Build 15.0% 8.2% 4.6% 4.8% 5.5% 4.6% 4.4% 4.3% 3.6% Success-based 15.6% 13.8% 13.9% 11.6% 9.9% 10.0% 9.9% 9.8% 9.3% Obligatory 7.8% 7.5% 6.5% 5.7% 5.2% 5.4% 5.2% 5.1% 4.9% Other 2.6% 1.3% – – – – – – – Total CapEx 41.1% 30.9% 25.0% 22.1% 20.6% 20.0% 19.5% 19.1% 17.7% Discussion of terminal period CapEx assumptions 6 Source: Self Funding LRP Note: 1. Includes Core Network Upgrade and Digital Transformation CapEx 1. SECTION NAME B Terminal cash flow assumptions Business plan metrics Illustration of terminal period Determination of “steady-state” CapEx will be key in evaluating the value of Condor in perpetuity Memo: see appendix for peer CapEx benchmarking over time 1 1

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PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL CHANGE Illustrative business plan value drivers to sensitize 7 1. SECTION NAME C Potential business plan sensitivities Illustrative metric Self Funding LRP assumption Self Funding LRP metric 2023E 2027E 2031E Terminal residential fiber penetration rate ◼ Residential fiber build cohort terminal penetration rates of 40% by year 6 16.8% 33.7% 35.7% Enterprise & carrier sales (CAGR since 2022A) ◼ Enterprise & carrier sales recover to 2019A levels by 2031E; represents CAGR over this period of 0.2% p.a. (2.6%) 0.4% 1.4% Non-video COGS (% of sales) ◼ 150bps improvement vs. 2023E in 2024E with subsequent 50bps p.a. improvements from 2025 - 27E 15.0% 12.0% 12.0% EBITDA margin ◼ Margin expansion as fiber build-out leads to improved operating leverage and decreased marketing spend per subscriber 28.6% 44.8% 48.6% Terminal CapEx intensity (% of sales) ◼ CapEx costs based on extrapolation of current construction cost and maintenance expectations 41.1% 20.6% 17.7% Source: Self Funding LRP

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Appendix 8

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PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL CHANGE 19% 37% 26% 25% 24% 23% 21% 19% 18% 17% 16% 13% 13% Avg. of peers: 21% Avg. of peers adj.: 19% – 5% 10% 15% 20% 25% 30% 35% 40% Chart Title 9 Average CapEx / Revenue % (2008 – 2022) Peer CapEx benchmarking Source: Company filings Notes: 1. Average excludes Shentel and TDS (Telecom segment) 2. Average calculated from 2008 through 2022 3. Average calculated from 2015 through 2022 4. Average calculated from 2008 through 2020 5. Average calculated from 2016 through 2022 6. TDS (Telecom segment) excludes HMS business segment in historical periods 7. ATN International excludes energy business segment in historical periods 8. Cincinnati Bell based on its Network segment financials (data, video, voice and other, as well as Entertainment and Communications and Wireline) in historical periods B Terminal cash flow assumptions (Telecom segment) (Cable) 5 2 4 3 Condor 1 6 7 8

Exhibit (c)(iv)

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PRELIMINARY DRAFT Project Seashore Special Committee materials June 22nd, 2023 1

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PRELIMINARY DRAFT The accompanying materials were compiled on a confidential basis by Rothschild & Co US Inc. (“Rothschild & Co”) for the use and benefit of the Special Committee (the “Special Committee”) of the Board of Directors of Consolidated Communications Holdings, Inc. (the “Company” or “Condor”) solely in connection with its evaluation of the transaction referred to herein. Neither Rothschild & Co nor any of its affiliates, nor any of its or their respective officers, directors, employees, advisors, agents or representatives, represents or warrants as to the accuracy or completeness of any of the materials set forth herein. Nothing contained in the accompanying materials is, or shall be relied upon as, a promise or representation as to the past, present or future. It should be understood that these materials, including any valuations and/or estimates or projections contained in the accompanying materials, were prepared or derived from information supplied by the Company or derived from public sources, without any independent verification by Rothschild & Co. This information, including any valuations, estimates or projections, involves numerous and significant assumptions and subjective determinations by the Company’s management and other sources, which may or may not be correct, although the Company has represented that the materials are reasonably based. Rothschild & Co assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is made by Rothschild & Co as to the accuracy or completeness of any such information or the achievability of any such valuations and/or estimates or projections. To the extent such information includes any estimates or projections of future financial performance, Rothschild & Co has assumed that such estimates or projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). The accompanying material does not represent an opinion as to the prices at which the Company, or any interests therein, actually would be acquired or sold. Except where otherwise indicated, this presentation speaks as of the date hereof and is necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof. Rothschild & Co does not have any obligation to update, review or reaffirm these materials. The presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Rothschild & Co. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation would be the same if made as of any other date. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. No single analysis contained herein can be deemed more or less important than any other analysis and these analyses must be considered, in their totality, with the oral briefing provided by Rothschild & Co. Prior to entering into any transaction, the Special Committee should determine, without reliance on Rothschild & Co or its affiliates, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction. In this regard, by accepting these materials, the Special Committee acknowledges that Rothschild & Co is not in the business of providing (and the Special Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and qualified legal, tax and accounting advice. These materials do not constitute an offer or solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the Board of Directors or the Company. In the ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of its affiliates or any other company that may be involved in a transaction. THIS PRESENTATION IS CONFIDENTIAL AND WAS NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR FILING THEREOF UNDER STATE OR FEDERAL SECURITIES LAWS OR OTHERWISE. THIS PRESENTATION MAY NOT BE COPIED BY, OR DISCLOSED OR MADE AVAILABLE TO, ANY PERSON WITHOUT THE PRIOR WRITTEN APPROVAL OF Rothschild & Co. THIS PRESENTATION IS NOT INTENDED TO BE USED OR RELIED UPON, AND SHOULD NOT BE USED OR RELIED UPON, BY ANY PERSON OTHER THAN THE SPECIAL COMMITTEE AND MAY NOT BE USED BY ANY OTHER PERSON WITHOUT PRIOR WRITTEN APPROVAL OF Rothschild & Co. Disclaimer 1. Section name 2

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PRELIMINARY DRAFT Contents Situation overview Overview of business plan Preliminary valuation perspectives Valuation detail Alternative considerations Appendix Additional valuation support Other supporting materials 1 2 3 4 5 4 10 16 25 31 46 A B 47 54 3

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Situation overview 1 4

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PRELIMINARY DRAFT ◼ On April 12, 2023, Seagull and Blue Jay submitted a non-binding proposal at $4.00 / share to take Condor private ◼ Rothschild & Co (“R&Co”) was engaged as financial advisor to the Special Committee of the Board of Condor on May 16, 2023 ◼ During May and June, R&Co and the Special Committee were provided access to Condor’s internal operating and financial information and to Condor’s Management team for the purposes of performing a due diligence review of Condor, its recent performance and outlook including Management’s Standalone Long-Range Plan (“Standalone LRP”) ◼ For purposes of evaluating Condor’s business and performing preliminary valuation analysis, the Special Committee instructed R&Co to use the Standalone LRP ◼ Assumptions for the Standalone LRP were based on Management’s current view of business conditions and outlook as of June 2023 ◼ Based on projected business performance and capital commitments to certain inventory purchases and Rural Digital Opportunity Fund (“RDOF”) related capital spend, the Standalone LRP contemplates a significant reduction in the pace at which Condor overbuilds fiber in order to maintain adequate liquidity ◼ Certain non-core analyses utilize additional illustrative cases: □ Illustrative Buyer Plan (Including Pre-Closing Capital) – assumes Condor Management’s continued acceleration of its fiber build achieving 70% penetration by 2026 – this case requires additional capital by year end 2023 to fully fund □ Illustrative Buyer Plan (No Pre-Closing Capital) – for the purposes of evaluating a buyer’s ability to pay, assumes a build rate in line with the Standalone LRP through an illustrative transaction close date of 12/31/24, with assumed reacceleration of the build in line with the Illustrative Buyer Plan (No Pre-Closing Capital) (and related capital requirements) post-close ◼ In evaluating the Standalone LRP, R&Co has observed: ◼ Standalone LRP reflects a build-out cadence that allows Condor to remain within its current liquidity constraints with minimal cushion over the next few years (reaching a low point in liquidity of $12m in 2025) ◼ Given limited liquidity, minor fluctuations to the Standalone LRP would result in liquidity issues unless the fiber build-out is slowed further, subscriber growth is pursued less aggressively or paused, and / or new outside capital is injected (which may have a dilutive impact to current shareholders) ◼ Conversely, acceleration of the plan is limited by liquidity over the next 5 years without raising external capital or outperformance on penetration / profitability in a challenging market environment ◼ R&Co has relied on the Standalone LRP projections for the analyses laid out on subsequent pages of these materials. While certain sensitivity analyses have been performed to assess the valuation impact of changes to certain assumptions underlying the Standalone LRP, these analyses do not consider the resulting degradation of liquidity in situations where assumptions in the Standalone LRP are not met or the potential valuation impact of a liquidity shortfall 3 2 1 4 Situation overview 1. SITUATION OVERVIEW 1 Situation overview 5 6 5

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PRELIMINARY DRAFT Seagull proposal: key terms Source: Amended Form SC 13D dated April 13, 2023 Notes: 1. Based on 39.3m shares held by Seagull per Amended Form SC 13D dated April 13, 2023 and Condor Management-provided FDSO of 118.7m as of May 31, 2023 2. Unaffected date is April 12, 2023, the last trading day prior to public announcement of Seagull’s non-binding proposal 3. Seagull-calculated VWAP based on trading days; premium to 1-month calendar day VWAP as of April 12, 2023 is ~61% 4. Share price as of June 16, 2023 On April 12, 2023, Seagull submitted a non-binding proposal at $4.00 / share to take Condor private Seagull proposal and market reaction ◼ Condor’s Board of Directors received a non-binding proposal from Seagull / Blue Jay to acquire the remaining ~67%1 equity stake of the Company’s outstanding shares for $4.00 / share □ The $4.00 proposal price represented a ~45% premium to the unaffected price2 of $2.76 and, per the letter, a 52% premium to 30-trading day VWAP3 □ The stock immediately reacted with a 1-day stock price increase of ~40% (increased from $2.76 to $3.83) □ Current share price of $3.704 Form of consideration / funding ◼ All cash transaction ◼ Transaction funded with equity; stated no need for debt financing as existing capital structure will remain in place under continued Seagull ownership (i.e., Seagull is a “Permitted Holder” under the terms of the credit agreement) □ Blue Jay, a significant LP in Seagull’s fund, intends to contribute a meaningful amount of equity into the transaction □ Seagull has subsequently verbally indicated that it will fully backstop the equity funding in the event Blue Jay does not invest Other proposal terms / conditions ◼ Seagull conditioned that the proposal be: □ Considered and recommended by an independent Special Committee, advised by independent legal and financial advisors □ Approved by holders of the majority of outstanding common shares not owned by Seagull or Blue Jay ◼ Seagull stated that it is not interested in selling its shares or in an alternative change of control transaction, and would not vote in favor of any alternative sale, merger or similar transaction 1 Situation overview 6

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PRELIMINARY DRAFT Unaffected Seagull (4/12/2023) Proposal Illustrative share price $2.76 $4.00 (×) Fully diluted shares outstanding 118.7 118.7 Implied Condor equity value $328 $475 (+) Total debt 2,195 2,195 (+) Net, tax-effected PBO and OPEB 95 95 (-) Cash and cash equivalents (336) (336) (+) Preferred stock (at liquidation pref.) 488 488 (-) Other adjustments (1) (1) Implied enterprise value $2,767 $2,914 Seagull proposal in context: Side-by-side vs. Unaffected1 Sources: Standalone LRP, company filings, press releases, FactSet (as of June 16, 2023 and April 12, 2023) Notes: 1. Unaffected date is April 12, 2023, the last trading day prior to public announcement of Seagull’s non-binding proposal 2. Balance sheet as of March 31, 2023 as per Condor Management; Condor Management-provided FDSO of 118.7m as of May 31, 2023 3. Per proposal in Seagull’s amended 13-D dated April 13, 2023 4. Calendar day VWAP; as of April 12, 2023 5. Tax-effected at 26% tax rate (tax rate per Condor Management) 6. Other adjustments include NCI and Investments 7. Based on Standalone LRP; LTM on like-for-like basis to go-forward business per Condor Management pro forma for divestures of Ohio and Kansas City operations and wireless partnerships 8. Consensus Adj. EBITDA based on FactSet median consensus estimates Key assumptions Implied multiples 2,3 Implied premia 6 5 Unaffected Seagull (4/12/2023) Proposal Unaffected (April 12, 2023; $2.76) n.a. 45% Current (June 16, 2023; $3.70) (25%) 8% 1-month VWAP ($2.49) 11% 61% 2-month VWAP ($2.86) (4%) 40% 3-month VWAP ($3.07) (10%) 30% 6-month VWAP ($3.54) (22%) 13% 52-week high (June 24, 2022; $7.50) (63%) (47%) 52-week low (March 24, 2023; $2.15) 28% 86% 2 4 4 4 4 1 Situation overview 7 Standalone LRP EV / LTM Mar-23PF Adj. EBITDA 7.9x 8.3x EV / 2023E Adj. EBITDA 8.6x 9.1x EV / 2024E Adj. EBITDA 7.6x 8.1x Consensus EV / 2023E Adj. EBITDA 8.7x 9.2x EV / 2024E Adj. EBITDA 8.2x 8.7x 7 8

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PRELIMINARY DRAFT $11.65 $3.70 6.2x 8.8x 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x 10.0x $0.00 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 May-18 Aug-18 Nov-18 Feb-19 May-19 Aug-19 Nov-19 Feb-20 May-20 Aug-20 Nov-20 Feb-21 May-21 Aug-21 Nov-21 Feb-22 May-22 Aug-22 Nov-22 Feb-23 May-23 EV / NTM EBITDA multiple (x) Stock price ($ actuals) Stock price Q/K filed Seagull events Divestitures EV / NTM EBITDA Condor 5-year stock price and valuation multiple1 history Condor historical trading performance Sources: Company filings, press releases, FactSet (as of June 16, 2023) Note: 1. Fully diluted shares include outstanding shares and PSAs April 12, 2023 Seagull submits and publicly announces going-private proposal March 7, 2022: Seagull publicly discloses interest in increasing ownership / acquiring Condor October 2, 2020: Seagull closed on stage one investment September 14, 2020: Condor announced strategic investment from Seagull December 7, 2021: Seagull closed on stage two investment Divestiture announcements: ◆ Sep-21: Sale of Ohio assets ◆ Mar-22: Sale of Kansas City assets ◆ Aug-22: Sale of Wireless Partnership 1 Situation overview 8

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PRELIMINARY DRAFT ◼ Their view that $4.00 per share price is insufficient ◼ Their view, based on past public commentary of Management, that Condor is "fully-funded” to meet needs of its publicly-stated business plan objectives ◼ Their belief that Condor is “significantly undervalued” ◼ No interest by them in selling shares at or near the Seagull proposal ◼ Their view that Condor is at an inflection point in value creation given large capital spend over last few years not yet reflected in performance of business ◼ Their view that asset value supports a stock price well in excess of the Seagull proposal and any recent / longer-term average share prices 1 2 3 4 5 6 Preliminary Condor shareholder feedback 1. SITUATION OVERVIEW As requested by the Special Committee, Rothschild & Co has engaged in a preliminary, information-gathering discussion with select shareholders who had previously attempted to contact the Special Committee Conducted two calls, a Special Committee member participated in one discussion and Rothschild & Co had the second call without participation of the Special Committee; third call is pending ◼ Rothschild & Co and the Special Committee member in listen only mode ◼ Based on the feedback, each investor appeared to be sophisticated and well-informed about the Condor business (based on publicly available information) Summary take-aways from the two shareholder calls include: 1 Situation overview 9

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Overview of business plan 2 10

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PRELIMINARY DRAFT Management Standalone Long-Range Plan (“Standalone LRP”): review of plan development Source: Standalone LRP, Condor Management ◼ In May 2023, Condor Management revisited its prior projections, and prepared the Standalone LRP based on its current view of business conditions and outlook. The Standalone LRP reflects: □ Recalibration of fiber build pace to manage around short-term liquidity constraints □ Continued focus on long-term objective of 70% fiber coverage, achieved by 2029 vs. previous 2026 target □ Renewed confidence on long-term fiber penetration target of 40% driven by new sales / marketing leadership and go-to-market strategy □ Input from recently appointed leadership on the timing and pace of recovery in the Commercial business □ Up-to-date perspectives on fiber build costs and operating expense assumptions ◼ Newly determined short-term liquidity constraints: □ Near-term liquidity impacted by inventory purchase commitments & current run-rates for success-based / maintenance CapEx (~$30m) and build plan, including RDOF-related capital spend, (~$88m) in 2023 / 24. Based on leverage profile, full revolver availability remains constrained over the next 24 months □ Standalone LRP maximizes pace of build-out while operating at a minimum of ~$12m of liquidity in 2025, with revolver capacity effectively fully consumed ◼ Potential risks and opportunities in the Standalone LRP: □ Given limited liquidity, minor downside deviation to the Standalone LRP would result in the need for further slowing of the fiber build out, a slowdown or cessation in pursuing new subscriber growth, or injection of outside capital □ Conversely, acceleration of the Standalone LRP is limited by liquidity over the next 5 years without raising external capital or outperformance on penetration / profitability in a challenging market environment □ Preliminary perspectives on BEAD funding opportunities identified and considered by Condor Management to be reflected in Standalone LRP; but extent of upside requires further detail on timing and access to location data to be fully quantified 2 Overview of business plan 11

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PRELIMINARY DRAFT 201 75 45 60 125 173 206 2023E 2024E 2025E 2026E 2027E 2028E 2029E ◼ Build plan balances maximization of fiber deployment while managing liquidity / maintaining covenant compliance □ By 2027, business generates sufficient free cash flow to re-accelerate fiber build, reaching 71%1 fiber coverage by 2029E □ CapEx cost per fiber passing ramps as RDOF market obligations are met in next few years ◼ Terminal residential fiber cohort penetration rates (40%) combined with higher ARPUs vs. legacy copper network results in material residential sales growth throughout the period ◼ Enterprise revenues grow at a CAGR of ~3.2% from 2024 – 2031E, leading to an overall recovery of Commercial & Carrier revenue to 2019 levels after multiple years of negative growth ◼ Operationally, COGS efficiency measures and improved operating leverage as fiber penetration ramps throughout the period lead to meaningful Adj. EBITDA margin expansion (~50% by 2031E) Standalone LRP: review of key plan assumptions Source: Standalone LRP Notes: 1. Includes residential and SMB 2. Reflects total copper + fiber passings; copper + fiber passings remain constant across forecast period at 2.5m passings Key assumptions Selected fiber build KPIs Fiber passings built (000s) % fiberized of ~2.5m2 Cost per passing ($ actual) total passings $474 $849 $925 $1,190 $1,460 $850 $850 2023E 2024E 2025E 2026E 2027E 2028E 2029E 45% 48% 50% 52% 57% 63% 71% 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2 Overview of business plan 12

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PRELIMINARY DRAFT Standalone LRP vs. consensus estimates1 In $ millions Sources: Standalone LRP, FactSet (as of June 16, 2023) Notes: 1. Median of broker estimates 2. Number of estimates denoted as number of EBITDA estimates / number of CapEx estimates Revenue Adj. EBITDA CapEx Adj. EBITDA less CapEx2 1,119 1,145 1,209 1,284 1,333 1,117 1,126 1,162 1,205 1,276 2023E 2024E 2025E 2026E 2027E Chart Title 321 362 434 527 599 318 336 367 439 551 2023E 2024E 2025E 2026E 2027E Chart Title 460 356 284 274 439 319 441 459 392 225 2023E 2024E 2025E 2026E 2027E (139) 6 150 252 280 (121) (105) (92) 48 326 2023E 2024E 2025E 2026E 2027E Chart Title Standalone LRP Consensus estimate Number of estimates 3 3 2 1 1 1 1 1 1 3 3 3 2 1 3 / 1 3 / 1 3 / 1 2 / 1 1 2 Overview of business plan 13 Memo: number of Adj. EBITDA estimates / number of CapEx estimates

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PRELIMINARY DRAFT CAGR $m, unless noted 2020PF 2021PF 2022PF 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E (23-27) (27-31) Residential fiber $126 $198 $288 $377 $440 $510 $577 $645 $692 37% 12% Resi copper, video, voice 328 301 278 257 231 213 195 178 163 (8%) (8%) SMB 9 1 8 7 8 5 8 6 8 9 9 1 9 4 9 6 9 8 (0%) 2 % Enterprise1 295 295 300 309 322 335 347 357 367 2 % 3 % Carrier2 144 136 139 141 143 144 146 147 149 (0%) 1 % Other3 135 127 120 114 108 102 9 7 9 3 8 8 (6%) (5%) Revenue $1,238 $1,222 $1,145 $1,119 $1,145 $1,209 $1,284 $1,333 $1,396 $1,456 $1,517 $1,557 4 % 4 % % growth n.a. (1%) (6%) (2%) 2 % 6 % 6 % 4 % 5 % 4 % 4 % 3 % Gross profit $1,090 $1,066 $997 $881 $926 $996 $1,074 $1,133 $1,190 $1,242 $1,296 $1,331 7 % 4 % % margin 88% 87% 87% 79% 81% 82% 84% 85% 85% 85% 85% 85% Adj. EBITDA4 $462 $442 $369 $321 $362 $434 $527 $599 $652 $694 $746 $772 17% 7 % % margin 37% 36% 32% 29% 32% 36% 41% 45% 47% 48% 49% 50% Unlevered free cash flow5 ($25) $97 $124 $150 $214 $221 $363 $399 n.a. 28% % margin (2%) 8% 10% 11% 15% 15% 24% 26% Memo: CapEx ($460) ($356) ($284) ($274) ($319) ($318) ($336) ($231) ($221) (9%) (9%) CapEx / Revenue % 41% 31% 23% 21% 24% 23% 23% 15% 14% Change in working capital (20) 1 1 7 (23) (1) 1 2 (5) (10) (2) (55%) 30% EBITDA - CapEx ($139) $6 $150 $252 $280 $334 $358 $515 $552 n.a. 19% % conversion (43%) 2% 35% 48% 47% 51% 52% 69% 71% Cost / Passing $474 $849 $925 $1,190 $1,460 $850 $850 n.a. n.a. 32% n.a. Notes: 1. Enterprise revenue includes other commercial revenue (non-recurring and other services including business systems, joint pole & special projects, commercial video services and other services) 2. Carrier revenue includes other carrier revenue (non-recurring and other services including business systems, joint pole & special projects, commercial video services and other services) 3. Other revenue includes other subsidy revenue (excluding CAF), CAF / RDOF subsidy revenue, special access revenue, network / switched access revenue, USF revenue and other products / services rev. Source: Standalone LRP, pro forma historical periods (2020-2022) provided by Condor Management (normalized to exclude divestures of Ohio and Kansas City operations and wireless partnerships) Summary of Standalone LRP 4. Adj. EBITDA does not account for burden of SBC 5. Unlevered free cash flow per Standalone LRP; calculated as EBIT – taxes + tax depreciation – CapEx + / - change in NWC; does not consider generated nor utilized NOLs; negative EBIT results in $0 tax paid; contemplating L3Q 2023 unlevered free cash flow for purposes of valuation 2 Overview of business plan 14

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PRELIMINARY DRAFT Summary of Standalone LRP (cont’d) Source: Standalone LRP Notes: 1. Adj. EBITDA does not account for burden of SBC 2. Defined as respective metric ÷ Adj. EBITDA 3. Levered free cash flow per Standalone LRP; calculated as EBITDA – taxes – CapEx + / - change in NWC – cash interest – finance lease payments – pension / OPEB contributions – one-time items; does not contemplate impact of NOL generation / utilization 4. Net debt excludes deferred debt issuance costs 5. Total liquidity based on cash on hand and revolver availability 2 Overview of business plan 15 Select cash flow and leverage metrics CAGR $ m 2023E 2024E 2025E 2026E 2027E (23-27) Adj. EBITDA1 $321 $362 $434 $527 $599 17% % margin 29% 32% 36% 41% 45% Build (168) (92) (38) (55) (116) (9%) Success-based (175) (163) (166) (146) (134) (6%) Maintenance capex (117) (101) (79) (73) (69) (12%) CapEx ($460) ($356) ($284) ($274) ($319) (9%) % sales 41% 31% 23% 21% 24% Adj. EBITDA1 - CapEx ($139) $ 6 $150 $252 $280 n.a. % conversion 2 (43%) 2 % 35% 48% 47% Levered free cash flow3 ($376) ($201) ($48) $11 $68 n.a. % conversion 2 (117%) (56%) (11%) 2 % 11% Leverage3 6.7x 6.5x 5.5x 4.5x 3.8x n.a. Memo: Net debt3,4 2,158 2,347 2,370 2,347 2,275 n.a. Liquidity5 $261 $60 $12 $24 $76 n.a.

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Preliminary valuation perspectives 3 16

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PRELIMINARY DRAFT Selected public company analysis ◼ Selected publicly-traded companies in the U.S. broadband sector ◼ Analysis based on implied enterprise value multiples of CY 2024 revenue and CY 2024 Adj. EBITDA ◼ Selected revenue and Adj. EBITDA multiples applied to Condor 2024 revenue and Adj. EBITDA, respectively, based on Standalone LRP ◼ Selected precedent acquisition transactions in the U.S. broadband sector ◼ Analysis based on implied transaction enterprise value multiples of last twelve months (LTM) Adj. EBITDA ◼ Selected multiples applied to Condor’s LTM (March 2023) Adj. EBITDA as per Standalone LRP1 Selected precedent transactions analysis Overview of preliminary valuation methodologies and other references ◼ Analysis of Standalone LRP as provided on June 19, 2023 □ Valuation date as of March 31, 2023 □ Perpetuity growth rates of 1.5 – 2.5% □ Weighted average cost of capital (WACC) of 9.5 – 10.5% □ Valuation range includes present value of Condor net operating losses which have been valued separately Illustrative discounted cash flow analysis Other references Other metrics Premia paid analysis ◼ Analysis of observed premia to unaffected stock price in all-cash going private transactions and acquisitions □ Going-private transactions include U.S. targets with transaction enterprise values above $250m since 2013 with pre-transaction acquiror ownership greater than 15% □ Acquisition transactions include U.S. targets with transaction enterprise values between $1.0 – 5.0bn since 2013 ◼ Implied premia applied to Condor’s unaffected stock price of $2.76 on April 12, 2023 ◼ Condor 52-week stock trading range ◼ Equity research analysts stock price targets (both unaffected and following public announcement of Seagull’s going private proposal) Source: Standalone LRP Note: 1. LTM on like-for-like basis to go-forward business per Condor Management pro forma for divestures of Ohio and Kansas City operations and wireless partnerships 3 Preliminary valuation perspectives 17

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PRELIMINARY DRAFT 3. NOL schedule based on Standalone LRP 4. Selection excludes SADIF Investment Analytics, which has not updated its target price since January 2023 Preliminary assessment of valuation methodologies Sources: Standalone LRP, company filings, FactSet (as of June 16, 2023), Bloomberg (as of June 16, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Rounded to neared $0.25 except for 52-week high / low 2. Per Condor Management, assumes 118.7m fully diluted shares outstanding, net debt of $1.86bn, net, tax-effected PBO and OPEB of $94.5m, NCI of $7.8m, Investments of $9.1m and preferred equity valued at liquidation preference of $487.6m April 12 Seagull proposal: $4.00 th closing price: $2.76 Methodology Per-share value ($ actual)1,2 Implied EV ($bn)2 Assumptions Core methodologies Selected public company analysis EV / 2024E Revenue $2.6 – 3.2 ◼ EV / 2024E Revenue: 2.25x – 2.75x EV / 2024E Adj. EBITDA $2.0 – 2.5 ◼ EV / 2024E Adj. EBITDA multiple: 5.5x – 7.0x Selected precedent transactions EV / LTM Q1’23 Adj. EBITDA $2.1 – 3.3 ◼ EV / LTM Adj. EBITDA: 6.0x – 9.4x Illustrative discounted cash flow analysis $2.7 – 3.5 ◼ PGR: 1.5 – 2.5% ◼ WACC: 9.5 – 10.5% ◼ Valuation date as of 3/31/2023 Other references Premia paid analysis All-cash going private transactions $2.9 – 3.0 ◼ 27 – 64% (25th and 75th percentile, respectively) premia to April 12, 2023 closing price of $2.76 All-cash acquisitions $2.8 – 2.9 ◼ 21 – 53% (25th and 75th percentile, respectively) premia to April 12, 2023 closing price of $2.76 Other metrics 52-week high / low $2.7 – 3.3 ◼ 52-week trading high and low closing prices as of June 16, 2023 Analyst target prices Unaffected $2.7 – 3.0 ◼ Represents low and high of analyst target prices as of April 12, 20234 Analyst target prices Current $2.9 – 2.9 ◼ Represents low and high of analyst target prices as of June 16, 20234 3 Preliminary valuation perspectives 18 1.25 n.m. n.m. 2.00 3.50 3.25 2.15 2.50 3.50 9.00 6.00 0.75 7.00 9.75 4.50 4.25 7.50 4.50 4.00 2.75 Incl. NOL value3

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PRELIMINARY DRAFT Enterprise value ($m) Implied terminal multiple at PGR of at PGR of WACC 1.50% 1.75% 2.00% 2.25% 2.50% 1.50% 1.75% 2.00% 2.25% 2.50% 9.50% $3,136 $3,219 $3,308 $3,402 $3,504 6.5x 6.8x 7.0x 7.3x 7.6x 9.75% 3,008 3,085 3,167 3,254 3,347 6.3x 6.6x 6.8x 7.0x 7.3x 10.00% 2,889 2,960 3,035 3,116 3,202 6.2x 6.4x 6.6x 6.8x 7.0x 10.25% 2,776 2,842 2,912 2,987 3,066 6.0x 6.2x 6.4x 6.6x 6.8x 10.50% 2,670 2,732 2,797 2,865 2,939 5.8x 6.0x 6.2x 6.4x 6.6x Implied share price Implied share price (incl. NOLs) at PGR of at PGR of WACC 1.50% 1.75% 2.00% 2.25% 2.50% 1.50% 1.75% 2.00% 2.25% 2.50% 9.50% $5.86 $6.57 $7.31 $8.11 $8.97 $6.62 $7.32 $8.07 $8.87 $9.73 9.75% 4.79 5.44 6.13 6.86 7.65 5.54 6.19 6.88 7.62 8.40 10.00% 3.78 4.38 5.02 5.70 6.42 4.53 5.13 5.77 6.44 7.17 10.25% 2.84 3.39 3.98 4.61 5.28 3.58 4.13 4.72 5.35 6.02 10.50% 1.94 2.46 3.01 3.59 4.20 2.68 3.20 3.74 4.32 4.94 Illustrative discounted cash flow analysis 3,4 2. STANDALONE LRP Sensitized valuation range1,2 4 4,5 Sources: Standalone LRP, company filings, Bloomberg (as of June 16, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Projected unlevered cash flows as per Standalone LRP; reviewed and approved for Rothschild & Co’s use by Condor Management 2. Terminal period assumptions per Condor Management; D&A assumed equal to CapEx per Condor Management 3. Valuation date as of March 31, 2023 4. Balance sheet as of March 31, 2023 as per Condor Management; Condor Management-provided FDSO of 118.7m as of May 31, 2023 5. Reference NOL valuation on Page 50 3 Preliminary valuation perspectives 19 Terminal value accounts for approximately 74 – 79% of DCF enterprise value

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PRELIMINARY DRAFT DCF sensitivity to varying operating assumptions Does not contemplate illustrative impacts to liquidity and NOL usage Implied per-share DCF midpoint range Base assumption 1,2,3 Item Sensitivity range Sources: Standalone LRP, company filings, FactSet (as of June 16, 2023), Bloomberg (as of June 16, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Balance sheet as of March 31, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of May 31, 2023 2. Valuation date as of March 31, 2023 3. Assumes WACC of 10.0% and PGR of 2.0% ~3.2% Enterprise sales growth ◼ Enterprise sales decline ~1% in 2023E and grow at a CAGR of ~3.2% from 2024 – 2031E 0% 5% ~49.6% ◼ Adj. EBITDA margin reaches ~49.6% by 2031E 45% 50% Terminal Adj. EBITDA margin Residential fiber terminal penetration ◼ Residential fiber cohorts reach 40% penetration by year 6 35% 45% Cost per home passed ◼ Blended cost per home passed increases from ~$850 in 2024 to ~$1,500 by 2027, dropping to $850 thereafter (pre-CWIP / Inventory) 40% -$200 vs. base +$200 vs. base ~$850 – ~1,500; $850 ~15.0 – 12.0% Non-video COGS % of sales ◼ COGS % of sales decline from ~15.0% in 2023E and stepped down to 12.0% by 2027E; held at 12.0% through 2031E -100 bps vs. base +100 bps vs. base 13% Terminal CapEx % of sales ◼ “Steady-state” CapEx estimated at 13% of sales in terminal period 10% 15% 3 Preliminary valuation perspectives 20 2.99 4.41 2.31 4.07 1.12 3.89 6.75 5.40 6.67 5.97 5.37 6.71 Base DCF midpoint: $5.02

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PRELIMINARY DRAFT $2.76 $3.68 $5.87 $9.52 $11.47 $12.24 $0.95 $2.93 $6.26 $8.13 $8.99 n.m. $0.21 $3.48 $5.40 $6.40 – $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 Unaffected Dec-23E Dec-24E Dec-25E Dec-26E Dec-27E 9.0x 8.0x 7.0x 2025E Implied PV of '25E share price at illustrative trading multiple of 6.0x 7.0x 8.0x 9.0x 10.0x 12.5% $0.63 $3.57 $6.42 $9.75 $13.01 13.0% 0.62 3.53 6.34 9.64 12.85 13.5% 0.62 3.48 6.26 9.52 12.69 14.0% 0.61 3.44 6.19 9.41 12.54 14.5% 0.60 3.40 6.11 9.29 12.39 2026E Implied PV of '26E share price at illustrative trading multiple of 6.0x 7.0x 8.0x 9.0x 10.0x 12.5% $3.02 $5.58 $8.40 $11.85 $15.17 13.0% 2.97 5.49 8.26 11.66 14.92 13.5% 2.92 5.40 8.13 11.47 14.67 14.0% 2.87 5.31 8.00 11.28 14.43 14.5% 2.82 5.23 7.87 11.10 14.20 2027E Implied PV of '27E share price at illustrative trading multiple of 6.0x 7.0x 8.0x 9.0x 10.0x 12.5% $4.43 $6.68 $9.37 $12.77 $15.99 13.0% 4.33 6.54 9.18 12.50 15.66 13.5% 4.24 6.40 8.99 12.24 15.33 14.0% 4.16 6.27 8.80 11.99 15.02 14.5% 4.07 6.14 8.62 11.74 14.71 Ke Ke Ke Sources: Standalone LRP, company filings, FactSet (as of June 16, 2023), Bloomberg (as of June 16, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Illustrative share prices based on fully diluted shares outstanding that includes illustrative shares issued from stock-based compensation at average illustrative future share price 2. 2025E – 2027E enterprise value to equity value bridge per Standalone LRP Illustrative PV of future share value 13.5% cost of equity PV of Future Share Value1,2 NTM EV / Adj. EBITDA: Observed public company multiples Illustrative multiple re-rating 3 Preliminary valuation perspectives 21 Cost of equity Cost of equity Cost of equity

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PRELIMINARY DRAFT Sources and uses $ m % of total Sources and uses $ m % of total New debt $1,630 46% Rollover of debt $2,309 67% Cash on balance sheet 1 0 0 % Cash on balance sheet 1 0 0 % New equity 1,877 53% New equity 1,139 33% Total sources $3,517 100% Total sources $3,459 100% Memo: Incremental equity funding during ownership – Memo: Incremental equity funding during ownership $225 Equity purchase price ($4.00 / share) $475 13% Equity purchase price ($4.00 / share) $475 14% Refi existing gross debt 2,309 66% Rollover of debt 2,309 67% Redemption of preferred 583 17% Redemption of preferred 583 17% Transaction & financing fees 8 8 2 % Transaction & financing fees 4 1 1 % Call premium on Sr. Notes 1 2 0 % Cash to balance sheet 5 0 1 % Cash to balance sheet 5 0 1 % Total uses $3,517 100% Total uses $3,459 100% Acquisition by new financial buyer with refinancing of existing capital structure and take-out of preferred equity Acquisition by new financial buyer with portable capital structure through solicitation of a change of control waiver Illustrative financial buyer perspective assessment1 New buyer: illustrative new capital structure New buyer: capital structure rollover Sources: Illustrative Buyer Plan (No Pre-Closing Capital), R&Co financing extrapolations Notes: 1. Based on Illustrative Buyer Plan (No Pre-Closing Capital) 2. Assumes term loan B (4.5x leverage; 98.0 OID; 2.25% underwriter fee; priced at S+500) 3. Assumes preferred equity redeemed at applicable premium 4. Transaction fees include M&A fees, commitment fee on revolver, financing fees on term loan B and OID fees on term loan B 5. Represents call premium at 101 on 6.50% and 5.00% Senior Notes 6. Transaction fees include M&A fees, commitment fee on revolver and illustrative consent solicitation fee 2 3 5 4 3 6 Illustrative transaction close date of 12/31/2024; exit at 12/31/31 Ability to pay Target Share price at LTM exit multiple of Target Share price at LTM exit multiple of IRR 7.0x 8.0x 9.0x 10.0x IRR 7.0x 8.0x 9.0x 10.0x 14.0% $4.48 $7.05 $9.63 $12.21 14.0% $7.29 $9.86 $12.44 $15.02 15.5% 3.06 5.41 7.76 10.11 15.5% 6.05 8.40 10.76 13.11 17.0% 1.78 3.93 6.08 8.23 17.0% 4.94 7.09 9.24 11.39 18.5% 0.63 2.59 4.56 6.52 18.5% 3.94 5.91 7.87 9.84 20.0% -- 1.39 3.19 4.99 20.0% 3.04 4.84 6.64 8.44 EBITDA trajectory allows for additional leverage capacity in period and thus no further equity Existing capital structure prevents further debt financing; additional Sponsor equity is required during the projection period to fund fiber build 3 Preliminary valuation perspectives 22

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PRELIMINARY DRAFT Sources and uses $m % of total Rollover of debt $2,309 68% Cash on balance sheet 10 0% Rollover of preferred 569 17% Rollover of equity 157 5% New equity 375 11% Total sources $3,421 100% Memo: Incremental equity funding during ownership $225 Equity purchase price ($4.00 / share) $475 14% Rollover of debt 2,309 68% Rollover of preferred 569 17% Transaction & financing fees 18 1% Cash to balance sheet 50 1% Total uses $3,421 100% Illustrative Seagull perspective assessment1 Sources: Illustrative Buyer Plan (No Pre-Closing Capital), R&Co financing extrapolations Notes: 1. Based on Illustrative Buyer Plan (No Pre-Closing Capital) 2. Based on liquidation preference of preferred as of 12/31/2024E 3. Transaction fees include M&A fees and commitment fee on revolver 4. Illustratively assumes preferred equity remains in place during investment period with a 9% semi-annual PIK coupon; Illustrative proceeds allocable to initial investment calculated as implied accreted liquidation value of preferred equity at exit plus implied proceeds to existing Seagull common equity stake; illustrative proceeds allocable to new Seagull & Blue Jay equity deployed calculated as implied total exit proceeds less proceeds allocated to initial investment Acquisition by Seagull with portable capital structure and no change of control given existing equity stake in business Overview Seagull ability to pay4 Target Share price at LTM exit multiple of IRR 7.0x 8.0x 9.0x 10.0x 14.0% $7.79 $10.36 $12.93 $15.50 15.5% 6.89 9.23 11.58 13.92 17.0% 6.07 8.21 10.36 12.50 18.5% 5.34 7.30 9.26 11.22 20.0% 4.68 6.47 8.27 10.06 Illustrative IRR on Seagull investments4 Represents implied IRR on Seagull’s initial common and preferred equity investments of $350m and $75m in 2020 and 2021, respectively 3 2 2 Illustrative close date of 12/31/2024; exit at 12/31/31 Represents return on new Seagull & Blue Jay equity deployed only Implied IRR at entry share price of $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 7.0x 15.7% 22% 19% 17% 15% 14% 12% 8.0x 16.9% 26% 23% 21% 19% 17% 16% 9.0x 17.9% 29% 26% 24% 22% 20% 19% 10.0x 18.9% 32% 29% 27% 25% 23% 22% Exit multiple IRR on initial inv. 3 Preliminary valuation perspectives 23

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PRELIMINARY DRAFT Illustrative share price $2.76 $3.70 $4.00 $4.50 $5.00 $5.50 $6.00 $6.50 $7.00 $7.50 $8.00 Implied premia to: Unaffected (April 12, 2023) $2.76 – 34.1% 44.9% 63.0% 81.2% 99.3% 117.4% 135.5% 153.6% 171.7% 189.9% Current (June 16, 2023) $3.70 (25.4%) – 8.1% 21.6% 35.1% 48.6% 62.2% 75.7% 89.2% 102.7% 116.2% 1-month VWAP $2.49 10.9% 48.6% 60.7% 80.8% 100.8% 120.9% 141.0% 161.1% 181.2% 201.3% 221.3% 2-month VWAP $2.86 (3.5%) 29.3% 39.8% 57.3% 74.8% 92.3% 109.7% 127.2% 144.7% 162.2% 179.7% 3-month VWAP $3.07 (10.1%) 20.5% 30.3% 46.6% 62.8% 79.1% 95.4% 111.7% 128.0% 144.3% 160.5% 6-month VWAP $3.54 (22.1%) 4.4% 12.9% 27.0% 41.1% 55.2% 69.3% 83.4% 97.5% 111.6% 125.7% 52-week high (June 24, 2022) $7.50 (63.2%) (50.7%) (46.7%) (40.0%) (33.3%) (26.7%) (20.0%) (13.3%) (6.7%) – 6.7% 52-week low (March 24, 2023) $2.15 28.4% 72.1% 86.0% 109.3% 132.6% 155.8% 179.1% 202.3% 225.6% 248.8% 272.1% (×) Fully diluted shares outstanding 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 Implied equity value $328 $439 $475 $534 $593 $653 $712 $771 $831 $890 $949 (+) Net debt 1,859 1,859 1,859 1,859 1,859 1,859 1,859 1,859 1,859 1,859 1,859 (+) Preferred stock (at liquidation pref.) 488 488 488 488 488 488 488 488 488 488 488 (+) Other adjustments 93 93 93 93 93 93 93 93 93 93 93 Implied enterprise value $2,767 $2,879 $2,914 $2,974 $3,033 $3,092 $3,152 $3,211 $3,270 $3,330 $3,389 Memo: implied EV premium – 4.0% 5.3% 7.5% 9.6% 11.8% 13.9% 16.0% 18.2% 20.3% 22.5% Implied multiples EV / Revenue 2022PF $1,145 2.42x 2.51x 2.54x 2.60x 2.65x 2.70x 2.75x 2.80x 2.86x 2.91x 2.96x LTM Mar-23PF 1,133 2.44 2.54 2.57 2.62 2.68 2.73 2.78 2.83 2.89 2.94 2.99 2023E 1,119 2.47 2.57 2.60 2.66 2.71 2.76 2.82 2.87 2.92 2.97 3.03 2024E 1,145 2.42 2.51 2.55 2.60 2.65 2.70 2.75 2.80 2.86 2.91 2.96 EV / Adj. EBITDA 2022PF $369 7.5x 7.8x 7.9x 8.1x 8.2x 8.4x 8.5x 8.7x 8.9x 9.0x 9.2x LTM Mar-23PF 349 7.9 8.2 8.3 8.5 8.7 8.9 9.0 9.2 9.4 9.5 9.7 2023E 321 8.6 9.0 9.1 9.3 9.5 9.6 9.8 10.0 10.2 10.4 10.6 2024E 362 7.6 8.0 8.1 8.2 8.4 8.5 8.7 8.9 9.0 9.2 9.4 Analysis at various prices Seagull proposal implies 9.1x 2023E Adj. EBITDA and 8.1x 2024E Adj. EBITDA Unaffected Seagull Current proposal Sources: Company filings, FactSet (as of June 16, 2023 and April 12, 2023), Standalone LRP Notes: 1. Calendar day VWAPs; as of April 12, 2023 2. Balance sheet as of March 31, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of May 31, 2023 3. Other adjustments include net, tax-effected PBO and OPEB, NCI and Investments (net tax-effected PBO and OPEB provided per Condor Management, NCI and Investments sourced from Company filings) 4. Projected metrics per Standalone LRP; historical metrics per Condor Management on like-for-like basis to Standalone LRP pro forma for divestures of Ohio and Kansas City operations and wireless partnerships 2 3 4 2 1 1 1 1 3 Preliminary valuation perspectives 24

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Valuation detail 4 25

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PRELIMINARY DRAFT Sources: Standalone LRP, company filings, FactSet (as of June 16, 2023 and April 12, 2023) Notes: 1. Peers based on consensus estimates 2. Including / excluding Condor preferred equity (at liquidation preference of $487.6m as per Q1 2023 Form 10-Q) 3. LTM metric per Condor Management on like-for-like basis to Standalone LRP pro forma for divestures of Ohio and Kansas City operations and wireless partnerships 3.8x 3.2x 4.0x 0.7x 6.7x 4.5x 2.8x 2.7x 5.3x 6.7x 2% (2%) 1% 11% (1%) 2% 2% 3% 4% 6% (1%) 2% 30% 1% 3% 8% 8% 16% Condor (Standalone LRP) Revenue CAGR Adj. EBITDA CAGR Adj. EBITDA margin CapEx % of sales Net leverage 2023E – 2025E 2023E – 2025E 2023E 2023E – 2025E avg. LTM Mar-23A ILEC Rural cable Cable BB 2,3 Selected public company analysis: operational benchmarking 36% 32% 55% 29% 39% 40% 41% 24% 29% 51% 21% 23% 77% 18% 20% 34% 18% 32% Peer median1 2% 5% 37% 22% 3.5x 4 Valuation detail 26

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PRELIMINARY DRAFT Rural cable ILEC Sources: Standalone LRP, company filings, FactSet (as of June 16, 2023 and April 12, 2023) Notes: 1. Peers based on consensus estimates 2. Metrics based on Standalone LRP; Balance sheet as of March 31, 2023 and outstanding stock and stock equivalents as of May 31, 2023 per Condor Management Selected public company analysis: valuation benchmarking 1 Condor 1 (Unaffected) Cable Broadband Consensus Standalone LRP 2.25x 1.66x 3.83x 3.37x 2.90x 2.73x 2.04x 1.47x 2.46x 2.42x Median: 1.96x Median: 3.60x Median: 2.73x 2.26x 1.60x 3.81x 3.80x 2.85x 2.80x 2.07x 1.50x 2.48x 2.47x Median: 1.93x Median: 3.80x Median: 2.80x EV / 2023E Revenue EV / 2024E Revenue 4 Valuation detail 27 6.3x 5.0x 6.9x 13.3x 7.4x 7.0x 5.1x 6.2x 8.7x 8.6x Median: 5.6x Median: 10.1x Median: 7.0x 6.0x 5.2x 6.8x 11.5x 7.3x 6.7x 4.8x 5.6x 8.2x 7.6x Median: 5.6x Median: 9.2x Median: 6.7x Overall median 2.53x 2.49x 6.6x 1 6.4x EV / 2023E Adj. EBITDA EV / 2024E Adj. EBITDA

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PRELIMINARY DRAFT 8.8x 5.5x 6.3x 5.9x 9.4x 0.0x 4.0x 8.0x 12.0x 16.0x 20.0x 24.0x Average EV / NTM since (x) 10yr 5yr 4yr 3yr 2yr 1yr Condor 6.9x 6.4x 6.4x 6.7x 7.4x 8.2x ILEC Frontier 6.5x 6.5x 6.5x 6.5x 6.5x 6.4x Lumen 5.9x 5.6x 5.4x 5.4x 5.3x 5.1x Average 6.0x 5.8x 5.8x 5.8x 5.9x 5.8x Rural cable Cable One NM 13.3x 13.7x 12.9x 10.8x 8.0x Shentel NM NM NM NM NM 12.5x Average NM 13.6x 14.1x 13.5x 11.7x 10.2x Cable Altice 8.6x 8.5x 8.4x 8.2x 7.7x 7.2x Charter 9.3x 9.3x 9.4x 9.1x 8.3x 7.1x WOW! 7.0x 6.9x 6.9x 7.1x 7.1x 6.2x Average 8.6x 8.2x 8.2x 8.1x 7.7x 6.8x Broadband ATN International 6.7x 7.6x 7.1x 6.8x 6.6x 6.5x Overall average 8.2x 8.7x 8.7x 8.5x 8.1x 7.4x Average ex. Shentel 8.1x 8.5x 8.4x 8.1x 7.5x 6.6x Selected public companies: valuation over time EV / NTM EBITDA (L10Y)1 Sources: FactSet (as of June 16, 2023), company filings Note: 1. Includes Shentel beginning July 1, 2021, the closing date of the sale of its wireless assets and operations to T-Mobile 4 Valuation detail 28

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PRELIMINARY DRAFT Target Acquiror EV ($bn) $0.3 $1.6 $0.9 $0.7 $0.2 $3.1 $0.3 $2.0 $10.5 $1.4 $7.5 Date Jun-14 Dec-16 Feb-17 Jul-17 Dec-19 Mar-20 Jan-21 Dec-13 Jan-14 May-19 Aug-21 7.3x 6.0x 9.4x 6.1x 6.4x 7.6x 5.0x 4.8x 6.7x 5.0x 5.5x Sources: company filings, press releases Notes: 1. Acquisition of wireline operations in Connecticut; 2014 PF Day 1 EBITDA from company investor presentation issued 12/17/13 2. Sale of wireline operations in California, Texas and Florida based on total consideration and segment EBITDA from investor presentation 2/5/15 and 8-K 6/2/15 respectively 3. Sale of operations and associated assets in Washington, Oregon, Idaho and Montana 4. Sale of ILEC business including consumer, SMB, wholesale and mostly copper-served enterprise customers and assets in 20 states; multiple as-disclosed by Lumen based on 2020E EBITDA Selected precedent transactions (CA, TX, FL assets)2 (CT assets)1 Select U.S. broadband sector public transactions since 2013 (WA, OR, ID, MT assets)3 (ILEC assets)4 4 Full company acquisition Corporate carve-outs Mean: 5.5x Median: 5.2x Mean: 6.8x Median: 6.4x 4 Valuation detail 29

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PRELIMINARY DRAFT 21% 32% 45% 53% 25th percentile Median Mean 75th percentile Premiums paid analysis Sources: company filings, Refinitiv, FactSet (as of June 16, 2023) Notes: 1. Includes U.S. going private transactions led by shareholders with ownership of 15% or greater since 2013 2. Includes acquisitions of U.S. companies by third parties with enterprise values of $1.0 – 5.0bn since 2013 Going private transactions1 Public acquisition transactions2 Implied Condor share price based on $2.76 unaffected price: $3.34 $3.64 $4.00 $4.22 27% 45% 52% 64% 25th percentile Median Mean 75th percentile Implied Condor share price based on $2.76 unaffected price: $3.51 $3.99 $4.19 $4.52 4 Valuation detail 30

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Alternative considerations 5 31

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PRELIMINARY DRAFT Strategic alternatives for Special Committee's consideration Benefits Considerations Continue as standalone company Execute on Management Standalone Long-Range Plan ◼ Potential to realize future valuation uplift from fiber conversion ◼ Preserve capital / re-accelerate build when financing markets improve / EBITDA accelerates ◼ Build cadence materially below prior plan / public guidance ◼ Market has given Condor minimum credit for execution ◼ Liquidity risk if Condor underperforms Raise capital (if available) and execute on more aggressive build plan ◼ Allows Condor to continue prior build cadence (i.e., execute “2026 70% Build Plan”1) ◼ Would require ~$450m - 500m of new capital by 2026 ◼ New equity would be at a material discount / highly dilutive to current shareholders ◼ May require shareholder / regulatory approval Explore sale of select state / regional operations ◼ Provides additional capital without diluting shareholders ◼ Allows Management to focus resources on smaller footprint ◼ Can exit lower-value states of less strategic interest ◼ Valuation may be dilutive to current multiple / negatively impact liquidity ◼ Timing of capital availability (9 - 18 months to close transaction depending on separability) ◼ Smaller states provide limited proceeds unlikely to impact business trajectory Seagull transaction alternatives Negotiate transaction with Seagull / Blue Jay ◼ All-cash proposal at a premium ◼ Actionable path today with portable capital structure ◼ Limited diligence requirements given familiarity with business and Management ◼ Shareholders forego potential upside from fiber deployment Offer Seagull opportunity to acquire > 51% through tender offer ◼ Path to majority control of Condor for Seagull ◼ Provides some optionality for other shareholders to continue or exit investment ◼ Unclear what control premium would be available ◼ Unclear what exit opportunities would exist in the future ◼ Does not address near-term funding need ◼ Seagull may not have an interest Offer Seagull the opportunity to provide additional capital ◼ Option for Seagull to put in similar preferred security ◼ Expensive capital that dilutes equity long-term ◼ Likely to provide de facto / actual control to Seagull without a control premium ◼ No liquidity for current shareholders Third-party transaction alternatives Sell to financial buyer ◼ With existing capital structure ◼ With new capital structure ◼ Possible another financial buyer is willing to pay more than Seagull ◼ Debt refinancing at lower leverage / higher cost than current capital structure ◼ Would likely require change of control waiver to facilitate a competitive process ◼ May be difficult to get debt financing commitment for 12-18 months between sign and close Sell to / merge with strategic buyer ◼ With existing capital structure ◼ With new capital structure ◼ Synergy value partially shared with Condor shareholders ◼ Can use equity consideration to bridge valuation gap ◼ Shareholders provided upside option on equity ◼ Most strategics undergoing similar fiber deployment strategies as Condor with constrained balance sheets; limits ability to pay cash 1 2 3 5 Alternative considerations 32 a a b c b a b c Note: 1. “2026 70% Build Plan” is the same as the Illustrative Buyer Plan (Including Pre-Closing Capital)

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PRELIMINARY DRAFT Net leverage3 Considerations for raising capital to fund 2026 70% Build Plan ◼ 2026 70% Build Plan has ~$475m total shortfall in capital by 2026 ◼ Current revolver covenants limit ability to use leverage capacity to fund shortfall □ Model projects revolver fully drawn up to 35% springing covenant level ($79m) by year-end 2023 □ Incurrence of debt above 35% revolver draw is subject to a 6.35x leverage covenant1 □ Based on EBITDA / cash generation profile, additional leverage capacity below 6.35x covenant level unavailable until 2026 ◼ ~$475m of new capital would be needed to bridge to the point at which additional revolver capacity is available to fund the remainder of the ~$475m shortfall ◼ Seagull approval rights may limit flexibility to raise capital and require careful consideration Situation overview 2026 70% Build Plan liquidity and leverage overview3 Total liquidity Net leverage3 Total liquidity Ending revolver capacity New capital raise Ending cash balance 2 A B A Pro forma3 B for illustrative capital raise at Dec-23E Source: Illustrative Buyer Plan (including pre-closing capital) Notes: 1. RCF features a springing maximum net first lien leverage ratio of 6.35x through June 30, 2025, stepping down to 5.85x thereafter. Covenant testing triggered when borrowings outstanding exceed 35.0% 2. Represents non-debt capital raise 3. Defined as debt (gross of issuance costs) including finance leases less cash on hand ÷ LTM EBITDA 336 28 (209) (405) (467) (183) 241 79 -- -- 577 107 (209) (405) (467) (249) 4.9x 6.7x 6.9x 6.0x 4.8x 3.7x Mar-23A Dec-23E Dec-24E Dec-25E Dec-26E Dec-27E Chart Title 5 Alternative considerations 33 336 27 188 10 10 222 475 241 241 241 227 166 241 577 744 429 237 176 395 4.9x 5.2x 5.6x 4.9x 4.0x 3.0x Mar-23A Dec-23E Dec-24E Dec-25E Dec-26E Dec-27E Chart Title 1B

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PRELIMINARY DRAFT Pursue capital raise – potential sources of standalone financing for Condor Description Considerations Achievability Dilutive impact to common shares Public offering of common stock Common equity offering Marketed stock offer or private placement (i.e., PIPE) ◼ Shareholder approval required if offering or PIPE exceeds 19.9% of then-current shares outstanding ◼ Size of capital raise compared to current market cap makes execution very difficult □ Unaffected market cap of $328m Low High Rights offering Offer existing shareholders transferable rights to acquire common stock, likely needs backstop from Seagull ◼ Generally, no shareholder approval required ◼ Backstop likely to be required to achieve minimum level of proceeds, would likely be very expensive ◼ Highly unique financing strategy in U.S. – few rights offerings completed ◼ May be interpreted as sign of financial distress ◼ Potentially cede control to Seagull without a control premium to extent Seagull participates in excess of pro rata share Low None (for those who participate) Other alternatives Preferred stock offering Structured equity investment, potentially convertible to common stock – mid-teens return target Would be a private placement, likely subject to shareholder approval ◼ Ability for PIK accretion provides liquidity cushion ◼ Accretion can be highly dilutive to common stock if material growth not achieved ◼ Seniority to existing preferred equity needs to be negotiated ◼ Requires shareholder vote if conversion or voting power exceeds 19.9% ◼ Potentially cede control to Seagull without a control premium to extent Seagull participates in excess of pro rata shares Low / Medium Very high Asset securitization Pooling of assets into a leveraged bankruptcy-remote SPV ◼ Increased total leverage at more favorable rates ◼ Ability to layer debts in different risk tranches ◼ Timely and complex to execute ◼ Increased management time spent on compliance Medium (more feasible as footprint is overbuilt) None Access to capital is challenged by existing capital structure’s limited capacity for additional secured / unsecured debt, as well as Seagull’s approval rights 1B 5 Alternative considerations 34

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PRELIMINARY DRAFT $m 2023E 2024E 2025E 2026E 2027E Seagull preferred (at liquidation preference) $521 $569 $621 $678 $741 Illustrative new preferred instrument (15% IRR) 475 546 628 722 831 Total preferred equity (pro forma) 996 1,115 1,249 1,401 1,572 (+) Net debt 1,672 1,980 2,154 2,211 1,979 Memo: xLTM EBITDA 5.2x 5.6x 4.9x 4.0x 3.0x Net debt including preferred equity 2,668 3,095 3,404 3,612 3,550 Memo: xLTM EBITDA 8.3x 8.7x 7.7x 6.5x 5.3x $m, except per share Illustrative capital requirement $475 Undisturbed share price $2.76 Illustrative offering discount 20.0% Implied offering price $2.30 Implied shares issued 206.5 % of current basic shares outstanding 177.0% Considerations for raising capital to standalone funding Source: Illustrative Buyer Plan (Including Pre-Closing Capital) Note: 1. Defined as debt (gross of issuance costs) including finance leases less cash ◼ Limited recent precedents in U.S. public markets ◼ Issued at meaningful discount to trading price ◼ Practical requirement to have Seagull’s participation in order to underwrite ◼ Highly bespoke instruments with range of potential structures / terms ◼ Likely needs to be structured as junior to Seagull preferred equity ◼ Based on capital structure, investors would likely target 10% - 25% total return through a convertible preferred instrument □ PIK interest (10 - 15%) for portion or all of instrument life □ Conversion to common equity at a premium (10 - 20%) after specified period □ Make-whole if called within certain period (~3 years) □ Put rights for new investor (cash redemption or mandatory conversion) □ Potential governance considerations ◼ Structuring may require management of change-of-control terms on current debt (dependent on size of conversion) Negotiated senior equity instrument New capital: illustrative options Rights issue Public market announcement of need for liquidity may result in negative share price reaction, impacting the cost / terms of external capital Illustration Illustration 1 5 Alternative considerations 35 1B

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PRELIMINARY DRAFT 2027E Implied PV of '27E share price at illustrative trading multiple of 6.0x 7.0x 8.0x 9.0x 10.0x 15.0% – $3.13 $6.45 $8.84 $12.42 17.5% – 2.63 5.94 8.33 11.92 20.0% – 2.07 5.39 7.78 11.38 22.5% – 1.46 4.79 7.19 10.80 25.0% – 0.88 4.13 6.56 10.16 PIK rate Standalone LRP 1A Notes: 1. Illustrative share prices based on fully diluted shares outstanding that includes illustrative shares issued from stock-based compensation at average illustrative future share price 2. 2027E enterprise value to equity value bridge per Standalone LRP 2027E Implied PV of '27E share price at illustrative trading multiple of 6.0x 7.0x 8.0x 9.0x 10.0x 12.5% $4.43 $6.68 $9.37 $12.77 $15.99 13.0% 4.33 6.54 9.18 12.50 15.66 13.5% 4.24 6.40 8.99 12.24 15.33 14.0% 4.16 6.27 8.80 11.99 15.02 14.5% 4.07 6.14 8.62 11.74 14.71 Ke Commentary Standalone LRP vs. capital raise – potential value impact to Condor shareholders Sources: Standalone LRP, Illustrative Buyer Plan (Including Pre-Closing Capital), company filings, FactSet (as of June 16, 2023), Bloomberg (as of June 16, 2023), US Fed, Kroll Cost of Capital Guide PV of Future Share Value1,2 1A 1B Illustrative Buyer Plan (Including Pre-Closing Capital) (requires capital raise) ◼ Based on Standalone LRP ◼ Assumes no capital raise Commentary ◼ Based on Illustrative Buyer Plan (Including Pre-Closing Capital) ◼ Assumes illustrative $475m preferred capital raise to cover cash shortfall 5 Alternative considerations 36 Observed public company multiples Illustrative multiple re-rating 1b Cost of equity

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PRELIMINARY DRAFT Illustrative implied valuation State / Market Revenue EBITDA Low High Texas $136 $44 $263 $351 California 112 36 216 288 North 108 35 209 278 Illinois 88 28 170 227 Pennsylvania 54 17 104 139 Divest select markets – illustrative divestiture options Sources: Management-provided historical financial information, Standalone LRP, Company website Notes: 1. Historical state-level 2022A revenue provided by Condor Management 2. Illustratively assumes 2022PF consolidated Condor EBITDA margin of 32% 3. Valuation range illustratively applies 6.0x and 8.0x multiple to EBITDA 1C ◼ Current state or progress of fiber deployment / potential fiber build in each asset cluster ◼ Post-tax cash for reinvestment ◼ Ability to solicit buyer interest for state- or market-level assets ◼ Amount of time and resources required to reach divestiture agreement and close transaction likely to be significant Condor network Potentially interested parties (Reg. + PE-backed | National ILECs + FW) Illustrative implied state / market valuation range Existing Condor network Considerations for asset sales 3 1 2 5 Alternative considerations 37

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PRELIMINARY DRAFT Sale to financial buyer – key buyer considerations Company knowledge ◼ Familiarity with the Company, Management and its strategy; interest in copper-to-fiber conversion plays Competitive dynamics ◼ “Sponsor topping sponsor” dynamic / stalking horse potential Bandwidth / timeline ◼ Resource allocation / competing processes; timeline given potential for accelerated process Equity funding requirements ◼ Size of total equity investment, both upfront equity and growth capital to support fiber deployment Debt financing ◼ Availability of new debt to recapitalize Condor in current market conditions and / or cost to receive change of control waiver from debtholders Equity returns ◼ Returns potential vis-à-vis Seagull returns potential and ability to value the business appropriately Sign & close timing ◼ Timeline to close and interim funding required to maintain momentum between sign and close We believe that the following will impact financial buyers’ interest in Condor 3A 5 Alternative considerations 38

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PRELIMINARY DRAFT New buyer Seagull Illustrative offer price $4.00 $4.00 $4.00 Shares to purchase 119 119 7 9 (% of FDSO) 100% 100% 67% Gross equity purchased 475 475 317 (+) Redemption of pref. 583 (+) Redemption of pref. 583 (+) Consent solicitation 2 3 (+) Change of control 1 2 (+) Financing fees 1 (+) Financing fees / OID 7 0 (+) Financing fees / OID 1 (+) Transaction fees 1 7 (+) Transaction fees 1 7 (+) Transaction fees 1 7 (+) Cash to BS 5 0 (+) Cash to BS 5 0 (+) Cash to BS 5 0 (+) Equity funding debt 679 Total upfront equity, net of cash $1,139 $1,877 $375 Additional equity - growth 225 – 225 Total equity investment at $4.00 / share $1,364 $1,877 $601 Total equity investment $5.00 $1,483 $1,995 $680 6.00 1,602 2,114 759 7.00 1,720 2,233 838 8.00 1,839 2,351 918 Rollover capital structure1 New capital structure1 Rollover capital structure1 Illustrative additional equity items @ close Illustrative share price of Sources: Illustrative Buyer Plan (No Pre-Closing Capital), R&Co financing extrapolations Note: 1. Based on Illustrative Buyer Plan (No Pre-Closing Capital); Condor Management-provided forecast which accelerates build-plan with access to incremental capital Sale to financial buyer – required equity capital Depending on capital structure assumed (new vs. rolled) equity financing needed is at least $1bn and could be greater than $1.9bn 3A 5 Alternative considerations 39

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PRELIMINARY DRAFT Sale to financial buyer – debt financing perspectives ◼ We estimate maximum available leverage in a new financing structure at ~4.5x ◼ Cost of new debt will be significantly higher than current capital structure □ When Condor last tapped the high yield market in March 2021, underlying UST were 1.2% and LTM EBITDA was $524m1 ◼ It will be difficult to get banks to commit to financing for a deal that will take 12 – 18 months to close ◼ If bank commitments / institutional debt market financing are not available, buyers can access the private credit fund market, though at a slightly higher cost ◼ Seagull preferred – $583m redemption value – will need to be refinanced with equity Sources: FactSet, company filings Notes: 1. As compared to 2023E EBITDA of $321m 2. Assumes 1M CME term SOFR of ~3.5% as of December 31, 2024 3. Assumes $50m of minimum cash at entry Refinanced cap. structure Portable cap. structure Entry debt (12/31/24) Annualized interest rate2 Entry gross / net leverage3 ~$2.3bn ~6.5% ~6.4x / ~6.2x ~$1.6bn ~8.5% ~4.5x / ~4.4x Annualized interest expense2 ~$140m ~$150m 1. STRATEGIC ALTERNATIVES Leverage considerations Illustrative capital structure comparison New debt financing for an acquisition of Condor will be expensive and difficult to get committed, highlighting the value of the change of control waiver for financial buyers 3A 5 Alternative considerations 40

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PRELIMINARY DRAFT Source: Company websites Sale to financial buyer – potential parties Buyer Fund size ($bn) Relevant investments Likely interest Comments $25.0 (2023) Low ◼ Has shown limited interest in copper to fiber conversion stories $9.0 (2023) High ◼ Runner up in multiple digital infrastructure trades (Cincinnati Bell, Point Broadband) – actively seeking U.S. digital infra platform investment $8.0 (2021) Low ◼ Well capitalized and active in broadband sector; size of opportunity may be too large $8.3 (2022) High ◼ Actively looking for residential broadband play to add to portfolio $22.0 (2019) Medium ◼ Formed team focused on digital infrastructure in 2021; have been receptive to other residential opportunities $3.8 (2021) Medium ◼ Several platform investments in residential fiber ◼ Recently closed larger fund and looking to move up market (Topped) (NZ) PE / infrastructure funds 1. STRATEGIC ALTERNATIVES 3A 5 Alternative considerations 41

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PRELIMINARY DRAFT Source: Company websites Note: 1. Represents private equity fund Sale to financial buyer – potential parties (cont’d) Buyer Fund size ($bn) Relevant investments Likely interest Comments $11.5 (2023) Medium ◼ Long-term investors in fiber / cable landscape ◼ Represents attractive opportunity for pocket of infra-like capital $15.0 (2022) High ◼ Deep pockets with significant experience in digital infrastructure; looking to expand US presence $17.0 (2022) Medium / Low ◼ Deep pockets and significant experience across different classes of digital infrastructure (both wireless and broadband), but already levered to residential via Metronet $5.5 (2019) Medium ◼ Experienced infrastructure investor; size may be an issue $14.0 (2022) Medium ◼ Deep pockets with comfort around complex situations (i.e., overbuild, network conversion); Astound financial performance may create less interest for additional residential exposure $8.7 (2022)1 Medium ◼ Large-cap PE fund with global experience with fiber / telecom investments Infrastructure PE / infrastructure funds Infrastructure 1. STRATEGIC ALTERNATIVES 3A 5 Alternative considerations 42

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PRELIMINARY DRAFT Sale to / merger with strategic buyer – key buyer considerations Form of consideration ◼ Ability to pay in either stock vs. cash consideration ◼ Recent trading performance of shares and expected response by the market ◼ Long-term equity story for combined company Synergies ◼ Expected synergies, timeframe to realize cost savings and framing the appropriate acquisition adjusted multiple to the market Capital structure ◼ Impact to pro-forma capital structure / leverage profile ◼ Ability and / or need to refinance capital structure ◼ Go-forward capital requirements and funding strategy / availability of capital Timing ◼ Ability to take on integration / additional build in context of their own strategy ◼ Current valuation relative to Condor takeout valuation Regulatory review ◼ Potential to have to sell overlapping states (for non-ILEC acquirors) 1. STRATEGIC ALTERNATIVES 3B 5 Alternative considerations 43

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PRELIMINARY DRAFT Sale to / merger with strategic buyer – potential parties Strategic buyer Est. EV ($bn) EV / LTM EBITDA Rationale Comments Public $6bn 7.0x ◼ Previously significantly acquisitive with fiber investments made through JVs and acquisition with Clearwave and Hargray, respectively ◼ Continues to evaluate M&A despite stock price revaluation back in line with peers ◼ Large capital outlay to acquire GTCR’s MBI3 stake may use firepower $13bn 6.7x ◼ Scale economics ◼ Positions company as sector consolidator ◼ Current debt capacity limited / would likely need to use stock as consideration ◼ Undergoing their own large-scale fiber build with ongoing funding constraints $23bn 3.5x ◼ Strategic value creation through migration of Condor enterprise business to Level 3 ◼ Aggressively trying to exit much of its residential business ◼ Limited capital – restructuring potential in future $1bn 15.1x ◼ Multiple similarities between businesses ◼ Undergoing fiber greenfield effort that has been well-received by the market ◼ Shentel looking for transformational acquisition ◼ Size may present challenges Private $3bn1 7.6x1 ◼ Large synergy potential ◼ Deep familiarity with FTTH investments ◼ Macquarie has significant capital available for M&A and investment to support Altafiber ◼ Furthers efforts to refocus on broadband $7.5bn1 5.5x1 ◼ Operational synergies / efficiencies ◼ Attractive geographic proximity to Condor footprint ◼ Brightspeed bank group has been unable to fully syndicate Apollo acquisition financing ◼ Early returns on performance unclear $3.5 - 4.0bn2 4.0 - 4.5x2 ◼ Large synergy potential ◼ Provides Elliott better path to IPO option given larger scale ◼ Historical relationships with Seagull ◼ Elliott focused on exit – would consider if it improves optionality Sources: Wall Steet research, company filings, FactSet (as of June 16, 2023) Notes: 1. Represents transaction value and multiple 2. Based on Windstream's reorganization and rights offering 3. Cable One will have the option from 1Q23 – 2Q24 to acquire the direct and indirect interest in MBI not held by Cable One. If not exercised, GTCR will have a put option in 3Q25 to sell their position in MBI Strategic buyer universe likely limited to other large cap broadband companies Other potential large-cap strategics 1. STRATEGIC ALTERNATIVES 3B 5 Alternative considerations 44

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PRELIMINARY DRAFT Strategic buyer LTM EBITDA ($m)1 Strategic fit Synergy potential Leverage1 WACD Stock price % of 52-wk high Comments Public $890 3.8x 7.9% 47% ◼ Despite share price revaluation, the company remains active in evaluating potential M&A opportunities 1,895 3.7x 10.6% 58% ◼ Undergoing similar large-scale fiber overbuild strategy 6,167 4.2x 15.0% 20% ◼ Currently experiencing competitive, macroeconomic and financial pressures 72 3.9x 7.5% 78% ◼ Size of Condor transaction could be challenging to Shentel Private 405 4.8x 11.4% n.a. ◼ Accelerating fiber build plans following take-private by Macquarie in Sep-2021 1,3642 n.a. 12.8% n.a. ◼ Limited access to debt financing 1,7433 n.a. 12.5% n.a. ◼ Owned by Elliott Management which is more focused on path to sell the business than reinvestment Condor $349 5.3 / 6.7x (incl. / excl. preferred) Sources: Wall Steet research, company filings, FactSet (as of June 16, 2023) Notes: 1. LTM EBITDA and leverage as of transaction announcement for private strategic buyers 2. 2020E adj. EBITDA 3. LTM as of FY2019 1. STRATEGIC ALTERNATIVES Sizing Access to capital Sale to / merger with strategic buyer – detailed assessment 5 Alternative considerations 45 3B

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Appendix 46

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Appendix Additional valuation support A 47

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PRELIMINARY DRAFT Share %52w Market Enterprise EV / Sales EV / EBITDA Sales Growth $m, unless noted price ($) high capitalization value 2023E 2024E 2023E 2024E Condor (Standalone LRP) $2.76 33% $328 $2,767 2.47x 2.42x 8.6x 7.6x Condor (Consensus) $2.76 33% $328 $2,767 2.48x 2.46x 8.7x 8.2x ILEC Lumen $2.25 20% $2,321 $23,442 1.60x 1.66x 5.0x 5.2x Frontier $17.57 58% 4,448 13,070 2.26x 2.25x 6.3x 6.0x Mean / median 1.93x 1.96x 5.6x 5.6x Rural cable Cable One $675.64 47% $3,901 $6,367 3.81x 3.83x 6.9x 6.8x Shentel $20.12 78% 1,033 1,079 3.80x 3.37x 13.3x 11.5x Mean / median 3.80x 3.60x 10.1x 9.2x Cable Charter $341.24 69% $58,415 $154,399 2.80x 2.73x 7.0x 6.7x Altice $2.98 25% 1,420 26,256 2.85x 2.90x 7.4x 7.3x WOW $7.84 38% 671 1,458 2.07x 2.04x 5.1x 4.8x Mean 2.57x 2.56x 6.5x 6.3x Median 2.80x 2.73x 7.0x 6.7x Broadband ATN International $39.60 80% $638 $1,162 1.50x 1.47x 6.2x 5.6x Overall peer mean 2.59x 2.53x 7.1x 6.7x Overall peer median 2.53x 2.49x 6.6x 6.4x Selected public company analysis: valuation benchmarking A Additional valuation support – Public trading comparables Sources: company filings, FactSet (as of June 16, 2023 and April 12, 2023), Standalone LRP Notes: 1. Condor share price as of April 12, 2023; all other companies as of June 16, 2023 2. Condor 52-week high as of April 12, 2023; all other companies as of June 16, 2023 3. Balance sheet as of March 31, 2023 as per Condor Management; Condor Management-provided FDSO of 118.7m as of May 31, 2023 4. Metrics based on Standalone LRP 5. Metrics based on median consensus estimates 6. Lumen capitalization pro forma for divestiture of EMEA Business 3,4 1 3,5 6 2 A Appendix — Additional valuation support 48

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PRELIMINARY DRAFT Enterprise value ($m) PV of terminal value as % of EV Implied share price Implied terminal multiple at PGR of at PGR of at PGR of at PGR of WACC 1.50% 1.75% 2.00% 2.25% 2.50% 1.50% 1.75% 2.00% 2.25% 2.50% 1.50% 1.75% 2.00% 2.25% 2.50% 1.50% 1.75% 2.00% 2.25% 2.50% 9.50% $3,136 $3,219 $3,308 $3,402 $3,504 76% 77% 77% 78% 79% $5.86 $6.57 $7.31 $8.11 $8.97 6.5x 6.8x 7.0x 7.3x 7.6x 9.75% 3,008 3,085 3,167 3,254 3,347 76% 76% 77% 77% 78% 4.79 5.44 6.13 6.86 7.65 6.3x 6.6x 6.8x 7.0x 7.3x 10.00% 2,889 2,960 3,035 3,116 3,202 75% 76% 76% 77% 77% 3.78 4.38 5.02 5.70 6.42 6.2x 6.4x 6.6x 6.8x 7.0x 10.25% 2,776 2,842 2,912 2,987 3,066 74% 75% 76% 76% 77% 2.84 3.39 3.98 4.61 5.28 6.0x 6.2x 6.4x 6.6x 6.8x 10.50% 2,670 2,732 2,797 2,865 2,939 74% 74% 75% 76% 76% 1.94 2.46 3.01 3.59 4.20 5.8x 6.0x 6.2x 6.4x 6.6x $m Q2-Q4'23E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E Total revenue $843 $1,145 $1,209 $1,284 $1,333 $1,396 $1,456 $1,517 $1,557 $1,557 % growth n.m. 5.6% 6.2% 3.8% 4.7% 4.3% 4.2% 2.6% Adj. EBITDA 245 362 434 527 599 652 694 746 772 772 % margin 29.1% 31.6% 35.8% 41.0% 44.9% 46.7% 47.7% 49.2% 49.6% (-) One-time items (10) (15) (13) (15) (15) (15) (15) (15) (15) (15) (-) D&A (345) (319) (239) (204) (185) (226) (264) (283) (276) (202) EBIT (109) 28 182 307 398 410 415 449 481 555 (-) Tax at 26% marginal rate - - (7) (47) (80) (104) (107) (108) (117) (125) (144) NOPAT (109) 20 135 227 295 304 307 332 356 411 (+) D&A 345 319 239 204 185 226 264 283 276 202 (-) CapEx (315) (356) (284) (274) (319) (318) (336) (231) (221) (202) (-) Stock-based compensation (7) (10) (10) (10) (10) (10) (10) (10) (10) (10) (+/-) Source / (use) of NWC (59) 1 17 (23) (1) 12 (5) (10) (2) (2) Unlevered FCF ($146) ($25) $97 $124 $150 $214 $221 $363 $399 $398 Terminal period Illustrative discounted cash flow analysis Projected cash flows1 2. STANDALONE LRP Sources: Standalone LRP, company filings, Bloomberg (as of June 16, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Projected unlevered cash flows per Standalone LRP 2. Terminal period assumptions per Condor Management and approved by the Special Committee; D&A assumed equal to CapEx per Condor Management 3. Per Condor Management, one-time items are tax deductible; stock-based compensation not tax deductible 2 6 7 4. 26% tax rate as per Condor Management 5. 75% of full year 2023E D&A per Condor Management and approved by the Special Committee 6. Valuation date as of March 31, 2023 7. Balance sheet as of March 31, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of May 31, 2023 5 4 3 3 6 A Appendix — Additional valuation support 49

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PRELIMINARY DRAFT $m Q2-Q4'23E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E Memo: Taxable income ($171) $17 $114 $197 $265 $274 $277 $302 $324 Restricted NOLs utilized - - 17 114 9 - - - - - - - - - - Unrestricted NOLs utilized - - - - - - 150 175 - - - - - - - - Total NOLs used - - 17 114 160 175 - - - - - - - - (x) Tax rate 26% 26% 26% 26% 26% 26% 26% 26% 26% FV of NOL benefit - - 4 30 42 45 - - - - - - - - Illustrative NOL valuation analysis Projected NOL utilization1,2 3 4 6 1. Projected NOL generation and utilization per Standalone LRP 2. Valuation date as of March 31, 2023 3. Restricted NOLs generated prior to 2018 4. Unrestricted NOLs generated during or after 2018; subject to 80% of taxable income limitation Sources: Standalone LRP, company filings, Bloomberg (as of June 16, 2023), US Fed, Kroll Cost of Capital Guide Notes: 5. 26% tax rate as per Condor Management 6. Balance sheet as of March 31, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of May 31, 2023 5 Discount Cumulative Incr. value rate PV per share 9.50% $90.0 $0.76 9.75% 89.4 0.75 10.00% 88.7 0.75 10.25% 88.1 0.74 10.50% 87.4 0.74 A Appendix — Additional valuation support 50

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PRELIMINARY DRAFT Overview of selected Standalone LRP value drivers Driver Standalone LRP assumption Standalone LRP metric 2023E 2027E 2031E Residential fiber penetration rate ◼ Each residential fiber build cohort reaches terminal penetration rates of 40% by year 6 (at a market level) 16.7% 33.2% 37.4% Cost per passing (pre-CWIP / Inventory) ◼ Cost per home passed increases steadily from 2023E to 2027E as RDOF requirements are fulfilled; cost levels off thereafter as focus shifts to highest %IRR passings and BEAD impact ramps ~$475 ~$1,500 n.a. Enterprise & carrier sales growth ◼ Enterprise & carrier sales recover to 2019A levels by 2031E; represents CAGR over the 2019A – 31E period of 0.2% p.a. (2.6%) 0.4% 1.4% Non-video COGS (% of sales) ◼ 150bps improvement vs. 2023E in 2024E with subsequent 50bps p.a. improvements from 2025E - 27E 15.0% 12.0% 12.0% Adj. EBITDA margin ◼ Margin expansion as fiber build-out leads to improved operating leverage and decreased marketing spend per subscriber 28.8% 45.1% 49.6% CapEx intensity (% of sales) ◼ CapEx costs represent fiber build costs, success-based CapEx driven by penetration growth and maintenance CapEx 41.3% 24.0% 14.2% Source: Standalone LRP (Blended penetration) A Appendix — Additional valuation support 51 (CAGR since 2022A)

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PRELIMINARY DRAFT Market Debt Pref. Debt / Debt / Tax Beta Peer cap ($m) ($m) eq. ($m) equity cap rate (%) Levered Unlevered Re-levered Frontier $4,448 $9,842 – 221% 69% 25% 1.10 0.41 0.72 Cable One 3,901 3,844 – 99% 50% 25% 1.02 0.58 1.02 Shentel 1,033 102 – 10% 9% 25% 0.98 0.91 1.58 WOW 671 800 – 119% 54% 25% 1.10 0.58 1.01 ATN International 638 524 – 82% 45% 25% 0.72 0.45 0.78 75th percentile 54% 1.10 0.58 Mean 45% 0.98 0.59 Median 99% 50% 1.02 0.58 25th percentile 45% 0.98 0.45 Condor $328 $2,195 $488 819% 89% 26% 1.06 0.15 0.26 Implied levered beta Implied cost of equity Implied cost WACC Gross Gross Pre-tax cost at unlevered beta of at unlevered beta of at unlevered beta of debt / cap debt / equity of debt 0.50 0.58 0.60 0.50 0.58 0.60 0.50 0.58 0.60 25.0% 33.3% 10.1% 0.62 0.72 0.75 10.4% 11.1% 11.3% 9.7% 10.2% 10.3% 35.0% 53.8% 10.1% 0.70 0.81 0.84 10.9% 11.7% 11.9% 9.7% 10.2% 10.3% 49.6% 98.5% 10.1% 0.86 1.00 1.04 12.0% 13.0% 13.2% 9.8% 10.2% 10.4% 55.0% 122.2% 10.1% 0.95 1.10 1.14 12.6% 13.6% 13.9% 9.8% 10.2% 10.4% 65.0% 185.7% 10.1% 1.19 1.37 1.42 14.2% 15.5% 15.8% 9.8% 10.3% 10.4% Cost of equity Risk-free rate 4.1% Levered beta 1.00 Equity risk premium 6.8% Size premium 2.2% Cost of equity 13.0% Cost of debt Cost of debt (pre-tax) 10.1% Tax shield (2.6%) Cost of debt (post-tax) 7.4% Weighted average cost of capital (WACC) Selected public company beta analysis Implied WACC Based on CAPM analysis and historical trading yields, estimated WACC range for Condor is 9.5 - 10.5% 1 2 3 3 4 5 6 7 8 9 10 10 8 1. Based on median gross debt to capital ratio of peer references 2. Based on peer median 2-year adjusted historical beta (weekly periodicity, regressed against S&P 500) per Bloomberg (as of June 16, 2023) 3. Unlevered beta = Bloomberg adjusted beta ÷ ( 1+ ( 1 – marginal tax rate) × D/E ) 4. Based on current yield on 20-year US Treasury (as of June 16, 2023) 5. Based on the average of Kroll’s Supply-side ERP methodology (6.4%) and Historical ERP methodology (7.2%) per Kroll’s Cost of Capital Guide (as of December 31, 2022) 6. Based on Kroll’s size premia analysis per Kroll’s Cost of Capital Guide (9th decile, as of December 31, 2022) Sources: company filings, FactSet (as of June 16, 2023 and April 12, 2023), Bloomberg (as of June 16, 2023 and April 12, 2023), US Federal Reserve, Kroll Cost of Capital Guide, Pitchbook LCD Research Notes: 7. Average of Single-B new-issue first-lien yield to maturity (Pitchbook LCD Research) and Single-B US High Yield Index Semi-Annual Yield to Worst (FRED) 8. 26% tax rate as per Condor Management 9. Condor beta and share price as of April 12, 2023; Balance sheet as of March 31, 2023 as per Condor Management; Condor Management-provided FDSO of 118.7m as of May 31, 2023 10. Illustratively includes preferred equity as debt-like item A Appendix — Additional valuation support 52

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PRELIMINARY DRAFT – $2.00 $4.00 $6.00 $8.00 $10.00 - 20% 40% 60% 80% 100% Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 % of ratings Buy Hold Sell Share price Target price Analyst price targets Sources: FactSet (as of June 16, 2023), Bloomberg (as of June 16, 2023) Notes: 1. Target prices based on 100-day consensus window 2. Selection excludes SADIF Investment Analytics, which has not updated its target price since January 2023 Analyst sentiment over time1 Analyst price targets2 Number of broker recommendations 4 4 4 4 4 Target price as of Unaffected date Current price target Average target price over time1 $4.50 $2.50 $4.00 $4.00 $3.50 $4.00 $ actual Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 Average target price $7.33 $8.17 $5.83 $5.83 $3.83 % Premium (16.6%) 9.2% (16.7%) 62.9% 3.6% A Appendix — Additional valuation support 53 Memo: $3.74 based on DCF Memo: $2.67 based on DCF and $2.74 based on 9.0x 2023 EV / EBITDA Memo: $4.00 based on DCF

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Appendix Other supporting materials B 54

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PRELIMINARY DRAFT CAGR $m, unless noted 2020PF 2021PF 2022PF 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E (23-27) (27-31) Residential fiber $126 $210 $327 $460 $563 $643 $686 $715 $737 45% 7 % Resi copper, video, voice 328 301 276 252 224 205 187 171 156 (9%) (9%) SMB 9 1 8 7 8 5 8 6 8 9 9 1 9 4 9 6 9 8 (0%) 2 % Enterprise1 295 295 300 309 322 335 347 357 367 2 % 3 % Carrier2 144 136 139 141 143 144 146 147 149 (0%) 1 % Other3 135 127 120 114 108 102 9 7 9 3 8 8 (6%) (5%) Revenue $1,238 $1,222 $1,145 $1,119 $1,156 $1,247 $1,362 $1,449 $1,521 $1,557 $1,580 $1,595 7 % 2 % % growth n.a. (1%) (6%) (2%) 3 % 8 % 9 % 6 % 5 % 2 % 1 % 1 % Gross profit $1,090 $1,066 $997 $881 $936 $1,028 $1,142 $1,235 $1,299 $1,331 $1,351 $1,365 9 % 3 % % margin 88% 87% 87% 79% 81% 82% 84% 85% 85% 85% 86% 86% Adj. EBITDA4 $462 $442 $369 $321 $356 $440 $559 $669 $740 $759 $768 $774 20% 4 % % margin 37% 36% 32% 29% 31% 35% 41% 46% 49% 49% 49% 49% Unlevered free cash flow5 ($134) ($40) $47 $293 $356 $385 $400 $413 n.a. 9 % % margin (12%) (3%) 3% 20% 23% 25% 25% 26% Memo: CapEx ($479) ($474) ($428) ($401) ($224) ($243) ($217) ($211) ($203) (17%) (2%) CapEx % of sales 43% 41% 34% 29% 15% 16% 14% 13% 13% Change in working capital (19) 9 2 (15) (15) 1 1 (3) (1) (1) (5%) (49%) EBITDA - CapEx ($158) ($118) $12 $157 $445 $497 $542 $557 $571 n.a. 6 % % conversion (49%) (33%) 3% 28% 67% 67% 71% 73% 74% Cost / Passing $615 $822 $917 $1,178 n.a. n.a. n.a. n.a. n.a. n.a. n.a. Notes: 1. Enterprise revenue includes other commercial revenue (non-recurring and other services including business systems, joint pole & special projects, commercial video services and other services) 2. Carrier revenue includes other carrier revenue (non-recurring and other services including business systems, joint pole & special projects, commercial video services and other services) Source: Illustrative Buyer Plan (Including Pre-Closing Capital), PF historical periods (2020-2022) provided by Management (normalized to exclude divestures of Ohio and Kansas City operations and wireless partnerships) Summary of Illustrative Buyer Plan (Including Pre-Closing Capital) 3. Other revenue includes other subsidy revenue (excluding CAF), CAF / RDOF subsidy revenue, special access revenue, network / switched access revenue, USF revenue and other products / services rev. 4. Adj. EBITDA does not account for burden of SBC 5. Unlevered free cash flow per Standalone LRP; calculated as EBIT – taxes + tax depreciation – CapEx + / - change in NWC; does not consider generated nor utilized NOLs; negative EBIT results in $0 tax paid 55 B Appendix — Other supporting materials

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PRELIMINARY DRAFT CAGR $ m 2023E 2024E 2025E 2026E 2027E (23-27) Adj. EBITDA1 $321 $356 $440 $559 $669 20% % margin 29% 31% 35% 41% 46% Build (187) (189) (154) (147) – (100%) Success-based (175) (184) (195) (181) (155) (3%) Maintenance capex (117) (101) (79) (73) (69) (12%) CapEx ($479) ($474) ($428) ($401) ($224) (17%) CapEx % of sales 43% 41% 34% 29% 15% Adj. EBITDA1 - CapEx ($158) ($118) $12 $157 $445 n.a. % conversion 2 (49%) (33%) 3 % 28% 67% Levered free cash flow3 ($391) ($317) ($196) ($62) $234 n.a. % conversion 2 (122%) (89%) (44%) (11%) 35% Leverage3 6.8x 6.4x 5.1x 4.0x 3.3x n.a. Memo: Net debt3,4 2,175 2,269 2,245 2,233 2,214 n.a. Liquidity5 $107 ($209) ($405) ($467) ($249) n.a. Summary of Illustrative Buyer Plan (Including Pre-Closing Capital) (cont.) Source: Illustrative Buyer Plan (Including Pre-Closing Capital) Notes: 1. Adj. EBITDA does not account for burden of SBC 2. Defined as respective metric ÷ Adj. EBITDA 3. Levered free cash flow per Standalone LRP; calculated as EBITDA – taxes – CapEx + / - change in NWC – cash interest – finance lease payments – pension / OPEB contributions – one-time items; does not contemplate impact of NOL generation / utilization 4. Net debt excludes deferred debt issuance costs 5. Total liquidity based on cash on hand and revolver availability B Appendix — Other supporting materials 56 Select cash flow and leverage metrics

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PRELIMINARY DRAFT CAGR $m, unless noted 2020PF 2021PF 2022PF 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E (23-27) (27-31) Residential fiber $126 $195 $294 $414 $515 $611 $664 $703 $729 42% 9 % Resi copper, video, voice 328 301 278 254 226 207 189 172 158 (9%) (9%) SMB 9 1 8 7 8 5 8 6 8 9 9 1 9 4 9 6 9 8 (0%) 2 % Enterprise1 295 295 300 309 322 335 347 357 367 2 % 3 % Carrier2 144 136 139 141 143 144 146 147 149 (0%) 1 % Other3 135 127 120 114 108 102 9 7 9 3 8 8 (6%) (5%) Revenue $1,238 $1,222 $1,145 $1,119 $1,141 $1,216 $1,319 $1,404 $1,491 $1,537 $1,569 $1,589 6 % 3 % % growth n.a. (1%) (6%) (2%) 2 % 7 % 9 % 6 % 6 % 3 % 2 % 1 % Gross profit $1,090 $1,066 $997 $881 $923 $1,001 $1,104 $1,195 $1,273 $1,313 $1,342 $1,359 8 % 3 % % margin 88% 87% 87% 79% 81% 82% 84% 85% 85% 85% 86% 86% Adj. EBITDA4 $462 $442 $369 $321 $362 $425 $534 $634 $716 $744 $763 $773 19% 5 % % margin 37% 36% 32% 29% 32% 35% 40% 45% 48% 48% 49% 49% Unlevered free cash flow5 ($19) ($34) $39 $156 $347 $373 $395 $411 n.a. 27% % margin (2%) (3%) 3% 11% 23% 24% 25% 26% Memo: CapEx ($460) ($352) ($409) ($393) ($340) ($230) ($221) ($214) ($205) (7%) (12%) CapEx % of sales 41% 31% 34% 30% 24% 15% 14% 14% 13% Change in working capital (20) 3 8 (9) (11) 3 (3) (2) (1) (14%) (42%) EBITDA - CapEx ($139) $10 $16 $141 $294 $486 $523 $549 $568 n.a. 18% % conversion (43%) 3% 4% 26% 46% 68% 70% 72% 74% Cost / Passing $448 $849 $897 $977 $1,050 n.a. n.a. n.a. n.a. 24% n.a. Notes: 1. Enterprise revenue includes other commercial revenue (non-recurring and other services including business systems, joint pole & special projects, commercial video services and other services) 2. Carrier revenue includes other carrier revenue (non-recurring and other services including business systems, joint pole & special projects, commercial video services and other services) Source: Illustrative Buyer Plan (No Pre-Closing Capital), PF historical periods (2020-2022) provided by Management (normalized to exclude divestures of Ohio and Kansas City operations and wireless partnerships) Summary of Illustrative Buyer Plan (No Pre-Closing Capital) 3. Other revenue includes other subsidy revenue (excluding CAF), CAF / RDOF subsidy revenue, special access revenue, network / switched access revenue, USF revenue and other products / services rev. 4. Adj. EBITDA does not account for burden of SBC 5. Unlevered free cash flow per Standalone LRP; calculated as EBIT – taxes + tax depreciation – CapEx + / - change in NWC; does not consider generated nor utilized NOLs; negative EBIT results in $0 tax paid 57 B Appendix — Other supporting materials

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PRELIMINARY DRAFT CAGR $ m 2023E 2024E 2025E 2026E 2027E (23-27) Adj. EBITDA1 $321 $362 $425 $534 $634 19% % margin 29% 32% 35% 40% 45% Build (168) (93) (147) (149) (112) (10%) Success-based (175) (158) (184) (171) (159) (2%) Maintenance capex (117) (101) (79) (73) (69) (12%) CapEx ($460) ($352) ($409) ($393) ($340) (7%) CapEx % of sales 41% 31% 34% 30% 24% Adj. EBITDA1 - CapEx ($139) $10 $16 $141 $294 n.a. % conversion 2 (43%) 3 % 4 % 26% 46% Levered free cash flow3 ($376) ($194) ($195) ($83) $78 n.a. % conversion 2 (117%) (54%) (46%) (16%) 12% Leverage3 6.7x 6.5x 5.6x 4.4x 3.7x n.a. Memo: Net debt3,4 2,158 2,340 2,382 2,370 2,352 n.a. Liquidity5 $261 $67 ($128) ($211) ($148) n.a. Summary of Illustrative Buyer Plan (No Pre-Closing Capital) (cont.) Source: Illustrative Buyer Plan (No Pre-Closing Capital) Notes: 1. Adj. EBITDA does not account for burden of SBC 2. Defined as respective metric ÷ Adj. EBITDA 3. Levered free cash flow per Standalone LRP; calculated as EBITDA – taxes – CapEx + / - change in NWC – cash interest – finance lease payments – pension / OPEB contributions – one-time items; does not contemplate impact of NOL generation / utilization 4. Net debt excludes deferred debt issuance costs 5. Total liquidity based on cash on hand and revolver availability B Appendix — Other supporting materials 58 Select cash flow and leverage metrics

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PRELIMINARY DRAFT Interest Price as of rate Mar-23 6/16/2023 YTM Maturity Cash and cash equivalents1 $336 $250m RCF due 20272 S + 400 – n.a. n.a. 02-Oct-27 $1,000m senior secured term loan due 2027 S + 350 1,000 86.9% 12.7% 02-Oct-27 $750m secured notes due 2028 6.50% 750 80.3% 11.6% 01-Oct-28 $400m secured notes due 2028 5.00% 400 77.0% 10.8% 01-Oct-28 Finance leases n.a. 45 n.a. n.a. Various Total debt $2,195 Series A preferred stock 9.00% 488 n.a. n.a. n.a. Total debt and preferred $2,682 Market capitalization (based on $3.70 stock price) 439 Total capitalization $3,121 LTM Mar-23 adjusted EBITDA $349 Credit statistics Mar-23PF Gross leverage 6.3x Gross leverage (including preferred stock) 7.7x Net leverage 5.3x Net leverage (including preferred stock) 6.7x Capital structure overview and observations As of 3/31/23 | Pricing as of 6/16/23 Capitalization overview ($ in millions) 3 4 5 6 APPENDICES — B. CAPITAL STRUCTURE 7 ◼ Seagull is a permitted holder under the existing term loan and bonds and therefore can acquire Condor without a need to refinance the capital structure ◼ Based on current market conditions, an alternative buyer should expect a higher cost of debt and reduced leverage (c. 4.0 – 4.5x) Capital Structure Observations CCR: B- B3 Senior secured: B- B3 Outlook: Stable Stable 8 Sources: Company filings, Markit, Bloomberg, S&P, Moody’s Notes: 1. Includes short-term investments of $87.95m as per Condor filings 2. Subject to springing maturity on April 2, 2027 if the Term Loans, as of April 1, 2027, are scheduled to mature earlier than March 31, 2028 as per Condor filings 3. RCF interest subject to a 0.25% reduction if the consolidated first lien leverage ratio does not exceed 3.2x as per Condor filings 4. Amended to transition from LIBOR to SOFR on April 19, 2023; CSA is 11.448bps for the one-month interest period, 26.161bps for the three-month period and 42.826bps for the six-month period as per Condor filings 5. Authorized to issue up to 10,000,000 shares of Series A preferred; dividends accrue daily on liquidation preference, payable semi-annually on January 1 and July 1 of each year as per Condor filings 6. At Condor’s election, either in cash or PIK through an accrual of unpaid dividends until October 2, 2027; and solely in cash thereafter as per Condor filings 7. Presented at liquidation preference value 8. Condor Management-provided FDSO of 118.7m as of May 31, 2023 9. LTM metric per Condor Management on like-for-like basis to Standalone LRP pro forma for divestures of Ohio and Kansas City operations and wireless partnerships 6.50% secured noted due 2028 and 5.00% secured notes due 2028 both have first call dates of October 1, 2023 at 104.875 and 103.750, respectively 9 B Appendix — Other supporting materials 59

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PRELIMINARY DRAFT Seagull 34% Institutional investors 45% Retail/ undisclosed 18% Insiders 3% Chart Title Name Type %SO 1 Seagull Insider 34.0 2 Other insiders Insider 3.2 Other top shareholders 3 BlackRock Passive 9.7 4 Vanguard Passive 5.1 5 Dimensional Passive 3.5 6 Anchorage Capital Hedge Fund 3.3 7 State Street Passive 2.5 8 Wildcat Capital Long-only 2.2 9 Charles Schw ab Passive 1.7 10 Geode Passive 1.3 11 Renaissance Technologies Hedge Fund 1.2 12 Invesco Long-only 1.1 13 Private Management Group Long-only 1.0 14 Private Advisor Group LLC Long-only 0.9 15 Northern Trust Passive 0.7 16 Millennium Mng. Hedge Fund 0.6 17 M&G Investment Management Ltd. Long-only 0.5 18 American Money Mng. Long-only 0.5 19 Principal Global Long-only 0.4 20 Marshall Wace LLP Hedge Fund 0.4 Top 20 shareholders 73.7 Investor details Holding Condor shareholder base Source: FactSet (as of June 16, 2023) Shareholder overview Shareholder base overview B Appendix — Other supporting materials 60

Exhibit (c)(v)

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Project Seashore Special Committee materials September 6th, 2023 1 PRELIMINARY DRAFT

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PRELIMINARY DRAFT Disclaimer The accompanying materials were compiled on a confidential basis by Rothschild & Co US Inc. (“Rothschild & Co”) for the use and benefit of the Special Committee (the “Special Committee”) of the Board of Directors of Consolidated Communications Holdings, Inc. (the “Company” or “Condor”) solely in connection with its evaluation of the transaction referred to herein. Neither Rothschild & Co nor any of its affiliates, nor any of its or their respective officers, directors, employees, advisors, agents or representatives, represents or warrants as to the accuracy or completeness of any of the materials set forth herein. Nothing contained in the accompanying materials is, or shall be relied upon as, a promise or representation as to the past, present or future. It should be understood that these materials, including any valuations and/or estimates or projections contained in the accompanying materials, were prepared or derived from information supplied by the Company or derived from public sources, without any independent verification by Rothschild & Co. This information, including any valuations, estimates or projections, involves numerous and significant assumptions and subjective determinations by the Company’s management and other sources, which may or may not be correct, although the Company has represented that the materials are reasonably based. Rothschild & Co assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is made by Rothschild & Co as to the accuracy or completeness of any such information or the achievability of any such valuations and/or estimates or projections. To the extent such information includes any estimates or projections of future financial performance, Rothschild & Co has assumed that such estimates or projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). The accompanying material does not represent an opinion as to the prices at which the Company, or any interests therein, actually would be acquired or sold. Except where otherwise indicated, this presentation speaks as of the date hereof and is necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof. Rothschild & Co does not have any obligation to update, review or reaffirm these materials. The presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Rothschild & Co. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation would be the same if made as of any other date. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. No single analysis contained herein can be deemed more or less important than any other analysis and these analyses must be considered, in their totality, with the oral briefing provided by Rothschild & Co. Prior to entering into any transaction, the Special Committee should determine, without reliance on Rothschild & Co or its affiliates, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction. In this regard, by accepting these materials, the Special Committee acknowledges that Rothschild & Co is not in the business of providing (and the Special Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and qualified legal, tax and accounting advice. These materials do not constitute an offer or solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the Board of Directors or the Company. In the ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of its affiliates or any other company that may be involved in a transaction. THIS PRESENTATION IS CONFIDENTIAL AND WAS NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR FILING THEREOF UNDER STATE OR FEDERAL SECURITIES LAWS OR OTHERWISE. THIS PRESENTATION MAY NOT BE COPIED BY, OR DISCLOSED OR MADE AVAILABLE TO, ANY PERSON WITHOUT THE PRIOR WRITTEN APPROVAL OF Rothschild & Co. THIS PRESENTATION IS NOT INTENDED TO BE USED OR RELIED UPON, AND SHOULD NOT BE USED OR RELIED UPON, BY ANY PERSON OTHER THAN THE SPECIAL COMMITTEE AND MAY NOT BE USED BY ANY OTHER PERSON WITHOUT PRIOR WRITTEN APPROVAL OF Rothschild & Co. 2

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PRELIMINARY DRAFT Contents Situation update 1 Updated valuation perspectives 3 Review of updated Standalone LRP 2 4 6 11 Appendix A 21 3

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Situation update 1 4

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PRELIMINARY DRAFT Sources: FactSet (as of September 1, 2023), Condor Management, Condor filings, company press releases, news articles Notes: 1. Fiber securitization raised $1.6bn of new capital with additional access to a $0.5bn variable funding note facility through a delayed draw feature 2. Represents last trading date presented to the Special Committee Situation update Since R&Co last presented preliminary valuation analysis to the Special Committee on June 22nd, a number of Condor and sector developments have occurred 1 Situation update $3.70 $3.84 Jun-16 Jun-29 Jul-12 Jul-25 Aug-7 Aug-20 Chart Title Sector / market developments Condor developments ◼ Lead-sheathed cable issues affected sector equity values □ Prices have largely recovered after the initial impact but continue to trade meaningfully below 52-week highs (Frontier: 53% of 52-week high, Lumen: 16% of 52-week high) ◼ Frontier announced a $2.1bn1 securitization of its fiber assets in the Dallas metro area □ First-of-its kind for a traditional LEC provider □ Unlocks investment-grade source of capital to efficiently fund continued fiber build-out □ Strong market reaction upon announcement (up 26%), although prices have settled and stock still trades down from June levels ◼ Interest rate environment remains elevated □ Capital markets activity remained relatively quiet through the end of the summer, although base rates are up ~40bps since June 22nd meeting ◼ Announced 2Q23 results on August 8th □ Initial share price reaction of +2.4% □ Strong FTTH numbers reflect impact of new go-to-market strategy □ CapEx remains significantly above budget, resulting in a ~$50m increase to Condor Management FY23 guidance ◼ Announced sale of WA assets for $73m □ Expected to close in the second half of 2024 □ Monetization of non-core assets provides additional capital to manage liquidity / fund fiber build ◼ Announced Project Simplify □ Cost reduction / operational efficiency strategy expected by Condor Management to generate ~$30m in run-rate savings □ Discussed liquidity constraints, underscoring that fiber build timeline will be a function of available liquidity ◼ Disclosed that take-private proposal is still under consideration Indexed peer stock price performance since June 162 , 2023 Condor stock price performance since June 162 , 2023 August 8th: Announces Q2 earnings Condor AT&T Frontier Verizon July 9th: WSJ first reports lead cable story High $4.19 Low $3.12 Since June 16th, 2023 (7.2%) (4.4%) (8.8%) +3.8% (29.8%) Jun-16 Jun-29 Jul-12 Jul-25 Aug-7 Aug-20 Sep-1 Sep-1 Lumen 5

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Review of updated Standalone LRP 2 6

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PRELIMINARY DRAFT Standalone Long-Range Plan – Aug. ‘23 revisions In August 2023, Condor Management updated the June 2023 Standalone LRP to reflect recent developments to Condor. The following revisions were made by Condor1 : ◼ Updated remainder of 2023 for Condor Management’s latest “6+6 forecast” □ Actual financials for January – June 2023 and latest balance sheet □ Condor Management’s latest view for Q3 and Q4 2023 ◼ Adjusted projected operating costs to reflect Project Simplify □ No impact to 2023 □ Forecasted to generate annualized cost savings of ~$30 million per year in network operation expenses starting in 2024E; initiative commenced in the second half of 2023 □ Modeled impact of ~$15 - 20m to reflect incremental cost savings above cost efficiencies previously assumed in Standalone LRP ◼ Adjusted for impact of Washington asset divestiture □ Cash proceeds for sale of assets ($73m of gross proceeds; net proceeds of ~$65m) □ Expected to close in Q3 2024 □ Revenues and corresponding direct costs removed from model starting in Q3 2024 Despite these revisions, the Standalone LRP continues to reflects a build-out cadence that allows Condor to remain within its current liquidity constraints with minimal cushion over the next few years (now reaching a low point in liquidity of $20m in 2025) ◼ Given limited liquidity, minor fluctuations to the Standalone LRP would result in liquidity issues unless the fiber build-out is slowed further, subscriber growth is pursued less aggressively or paused, and / or new outside capital is injected (which may have a dilutive impact to current shareholders) Condor Management also made these revisions to the Illustrative Buyer Plan (No Pre-Closing Capital) ◼ This plan, prepared for the purposes of evaluating a potential buyer’s ability to pay and utilized by Rothschild & Co for certain non-core analyses, assumes a build rate in line with the Standalone LRP through an illustrative transaction close date of 12/31/24, and assumed reacceleration of the build (requiring additional capital) post-close 1 2 3 2 Review of updated Standalone LRP Source: Condor Standalone Long-Range Plan per Condor Management and approved by the Special Committee (“Standalone LRP”) Note: 1. Standalone LRP also updated to reflect latest interest rate expectations 7

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PRELIMINARY DRAFT August 2023 vs. June 2023 Standalone LRP $m 2 Review of updated Standalone LRP Source: Standalone LRP Adj. EBITDA CapEx Levered free cash flow August 2023 June 2023 Revenue 1,119 1,145 1,209 1,284 1,333 1,396 1,456 1,517 1,557 1,115 1,128 1,185 1,264 1,316 1,382 1,443 1,505 1,547 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 321 362 434 527 599 652 694 746 772 327 360 436 526 601 657 699 751 781 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 460 356 284 274 319 318 336 231 221 495 359 285 274 319 318 334 231 220 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E (376) (201) (48) 11 68 16 40 190 234 (409) (205) (71) 23 71 17 43 184 237 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 8

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PRELIMINARY DRAFT Summary of Standalone LRP 2 Review of updated Standalone LRP Notes: Financials as presented include WA results until transaction close in 2024 1. Enterprise revenue includes other commercial revenue (non-recurring and other services including business systems, joint pole & special projects, commercial video services and other services) 2. Carrier revenue includes other carrier revenue (non-recurring and other services including business systems, joint pole & special projects, commercial video services and other services) 3. Other revenue includes other subsidy revenue (excluding CAF), CAF / RDOF subsidy revenue, special access revenue, network / switched access revenue, USF revenue and other products / services rev. 4. Adj. EBITDA excludes cost of stock-based compensation (“SBC”) 5. Unlevered free cash flow per Standalone LRP; calculated as EBIT – taxes + tax depreciation – CapEx + / - change in NWC + net proceeds from asset divestitures; does not consider generated nor utilized NOLs; negative EBIT results in $0 tax paid; contemplating H2-2023 unlevered free cash flow for purposes of valuation 6. Defined as respective metric ÷ Adj. EBITDA Sources: Standalone LRP, pro forma historical periods (2020-2022) provided by Condor Management (normalized to exclude divestures of Ohio and Kansas City operations and wireless partnerships) 9 6

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PRELIMINARY DRAFT Summary of Standalone LRP (cont’d) 2 Review of updated Standalone LRP Select cash flow and leverage metrics Source: Standalone LRP Notes: Financials as presented include WA results until transaction close in 2024 1. Adj. EBITDA excludes cost of SBC 2. Defined as respective metric ÷ Adj. EBITDA 3. Levered free cash flow per Standalone LRP; calculated as Adj. EBITDA – cash taxes (net of NOLs) – CapEx + / - change in NWC – cash interest – finance lease payments – pension / OPEB contributions – one-time items; does not reflect movements in revolver or net proceeds from asset divestitures 4. Leverage defined as net debt ÷ Adj. EBITDA; does not contemplate additional potential add-backs allowed by debt covenants 5. Net debt excludes deferred debt issuance costs 6. Total liquidity based on cash on hand and revolver availability 10

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Updated valuation perspectives 3 11

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PRELIMINARY DRAFT Preliminary assessment of valuation methodologies 12 3. Financials through 2024E adjusted for pro forma impact of WA divestiture per Condor Management 4. NPV of WA proceeds and interim cash flows treated as cash-like item for purposes of EV bridge ($68m; see p. 22) 5. NOL schedule based on Standalone LRP 6. Current analyst target prices based, in part, on take-out price; intrinsic represents DCF-based analysis; Selection excludes SADIF Investment Analytics Notes: 1. Rounded to neared $0.25 except for 52-week high / low and analyst target prices 2. Per Condor Management, assumes 118.7m fully diluted shares outstanding, net debt of $1.99bn, net, tax-effected PBO and OPEB of $94.5m, NCI of $8.0m, Investments of $9.1m and preferred equity valued at liquidation preference of $498.3m Sources: Standalone LRP, company filings, FactSet (as of September 1, 2023), Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide 3 Updated valuation perspectives Methodology Per-share value ($ actual)1,2 Implied EV ($bn)2 Assumptions Core methodologies Selected public company analysis EV / 2024E Revenue3 $2.5 – 3.14 ◼ EV / 2024E Revenue: 2.25x – 2.75x EV / 2024E Adj. EBITDA3 $1.9 – 2.54 ◼ EV / 2024E Adj. EBITDA multiple: 5.5x – 7.0x EV / 2025E Adj. EBITDA $2.4 – 3.04 ◼ EV / 2025E Adj. EBITDA multiple: 5.5x – 7.0x Selected precedent transactions EV / LTM Q2’23 Adj. EBITDA3 $1.9 – 3.04 ◼ EV / LTM Adj. EBITDA: 6.0x – 9.4x Illustrative discounted cash flow analysis $2.9 – 3.7 ◼ PGR: 1.5 – 2.5% ◼ WACC: 9.5 – 10.5% ◼ Valuation date as of 6/30/2023 Other references Premia paid analysis All-cash going private transactions $3.0 – 3.14 ◼ 35 – 80% (25th and 75th percentile, respectively) premia to April 12, 2023 closing price of $2.76 All-cash acquisitions $2.9 – 3.04 ◼ 21 – 53% (25th and 75th percentile, respectively) premia to April 12, 2023 closing price of $2.76 Other metrics 52-week high / low $2.8 – 3.24 ◼ 52-week trading high and low closing prices as of September 1, 2023 Analyst target prices Unaffected $2.8 – 3.04 ◼ Represents low and high of analyst target prices as of April 12, 20236 Analyst target prices Current $3.0 – 3.04 ◼ Represents low and high of analyst target prices as of September 1, 20236 Analyst target prices Intrinsic $3.0 – 3.14 ◼ Represents low and high of analyst DCF-based valuations as of September 1, 20236 n.m. n.m. n.m. n.m. 2.50 3.75 3.25 2.15 2.50 3.75 3.94 4.75 4.50 4.00 9.75 5.00 4.25 5.97 4.50 4.00 4.72 April 12 Seagull proposal: $4.00 th closing price: $2.76 3.25 Incl. NOL value5 3.92 Current trading implies 8.4x ’24E EBITDA 10.50 Seagull verbal indication: $4.20 7.1x multiple implies $0 of equity value

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PRELIMINARY DRAFT Enterprise value ($m) Implied terminal multiple at PGR of at PGR of WACC 1.50% 1.75% 2.00% 2.25% 2.50% 1.50% 1.75% 2.00% 2.25% 2.50% 9.50% $3,354 $3,440 $3,533 $3,631 $3,737 6.6x 6.8x 7.1x 7.3x 7.6x 9.75% 3,223 3,303 3,388 3,479 3,576 6.4x 6.6x 6.8x 7.1x 7.3x 10.00% 3,100 3,174 3,253 3,337 3,426 6.2x 6.4x 6.6x 6.8x 7.1x 10.25% 2,985 3,053 3,126 3,204 3,286 6.0x 6.2x 6.4x 6.6x 6.9x 10.50% 2,876 2,940 3,007 3,079 3,155 5.9x 6.0x 6.2x 6.4x 6.6x Implied share price Implied share price (incl. NOLs) at PGR of at PGR of WACC 1.50% 1.75% 2.00% 2.25% 2.50% 1.50% 1.75% 2.00% 2.25% 2.50% 9.50% $6.51 $7.24 $8.02 $8.85 $9.74 $7.18 $7.91 $8.69 $9.52 $10.41 9.75% 5.41 6.08 6.80 7.57 8.38 6.07 6.75 7.46 8.23 9.05 10.00% 4.37 5.00 5.66 6.37 7.12 5.03 5.66 6.32 7.03 7.78 10.25% 3.40 3.98 4.60 5.25 5.94 4.05 4.63 5.25 5.90 6.60 10.50% 2.49 3.02 3.59 4.20 4.84 3.13 3.67 4.24 4.85 5.49 Illustrative discounted cash flow analysis 13 3 Updated valuation perspectives 3 Sensitized valuation range1,2 4 4,5 Terminal value accounts for approximately 71 – 77% of DCF enterprise value Sources: Standalone LRP, company filings, Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Projected unlevered cash flows as per Standalone LRP 2. Terminal period assumptions per Condor Management and approved by the Special Committee; D&A assumed equal to CapEx per Condor Management 3. Valuation date as of June 30, 2023 4. Valuation date as of June 30, 2023 as per Condor Management; Condor Management-provided FDSO of 118.7m as of July 31, 2023 5. Reference NOL valuation on p. 25

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PRELIMINARY DRAFT DCF sensitivity to varying operating assumptions Does not contemplate illustrative impacts to liquidity and NOL usage 14 3 Updated valuation perspectives 3.73 n.m. 5.07 3.04 4.70 1.01 4.53 7.30 7.48 6.08 7.50 6.63 6.12 7.40 Implied per-share DCF midpoint range Base assumption 1,2,3 Item Sources: Standalone LRP, company filings, FactSet (as of September 1, 2023), Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Sensitivity analyses vs. Standalone LRP 2. Valuation date as of June 30, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of July 31, 2023 3. Assumes WACC of 10.0% and PGR of 2.0% Enterprise sales growth rate ◼ Enterprise sales decline ~1% in 2023E and grow at a CAGR of ~3.1% from 2024 – 2031E ~3.1% 0% 5% ~50.5% 45% 51% ◼ Adj. EBITDA margin reaches ~50.5% by 2031E Terminal Adj. EBITDA margin Residential fiber terminal penetration ◼ Residential fiber cohorts reach 40% penetration by year 6 Cost per home passed ◼ Blended cost per home passed increases from ~$850 in 2024 to ~$1,250 by 2027, dropping to ~$725 thereafter (pre-CWIP / Inventory) Sensitivity range 35% 45% 40% -$200 vs. base +$200 vs. base ~$850 – ~1,250; ~$725 Non-video COGS % of sales ◼ COGS % of sales decline from ~15.1% in 2023E and stepped down to 12.0% by 2027E; held at 12.0% through 2031E Terminal CapEx % of sales ◼ “Steady-state” CapEx estimated at 13% of sales in terminal period 10% 13% 15% Base DCF (ex. NOLs) midpoint: $5.66 Residential fiber ARPU growth rate ◼ Existing residential fiber subscriber ARPU grown at 4.0% p.a.; new cohort residential fiber subscriber ARPU grown at 5.0% p.a ~15.0 – 12.0% -100 bps vs. base +100 bps vs. base 0%;1% 5%; 6% 4%; 5%

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PRELIMINARY DRAFT Long-term EBITDA margins: additional context DCF highly sensitive to long-term EBITDA margins – projected 50% margin at high end of range based on comparable data 15 3 Updated valuation perspectives 30% 36% 39% 41% 54% 34% 46% 30% 41% 41% 41% 55% 36% 51% 50.5% Med: 40% Med: 41% Illustrative terminal EBITDA margin of 50.0% Illustrative terminal EBITDA margin of 47.5% Illustrative terminal EBITDA margin of 45.0% Condor3 2031E margin Current Cable margins1 Future ILEC margins2 Selected EBITDA margin data points Sensitized per-share DCF valuation ranges4,5 Implied share price at PGR of WACC 1.50% 1.75% 2.00% 2.25% 2.50% 9.50% $3.93 $4.60 $5.31 $6.07 $6.89 9.75% 2.92 3.54 4.19 4.90 5.65 10.00% 1.97 2.54 3.15 3.80 4.49 10.25% 1.08 1.61 2.18 2.77 3.41 10.50% 0.24 0.74 1.26 1.81 2.40 Implied share price at PGR of WACC 1.50% 1.75% 2.00% 2.25% 2.50% 9.50% $6.11 $6.83 $7.60 $8.42 $9.30 9.75% 5.02 5.69 6.40 7.15 7.96 10.00% 4.00 4.62 5.27 5.97 6.71 10.25% 3.04 3.61 4.22 4.86 5.55 10.50% 2.14 2.67 3.23 3.83 4.46 Implied share price at PGR of WACC 1.50% 1.75% 2.00% 2.25% 2.50% 9.50% $1.72 $2.34 $2.99 $3.70 $4.45 9.75% 0.79 1.36 1.97 2.61 3.31 10.00% – 0.45 1.01 1.60 2.24 10.25% – – 0.11 0.66 1.25 10.50% – – – – 0.32 EBITDA margin range: High Low Sources: FactSet (as of September 1, 2023); Wall Street research Notes: 1. Based on range of 2023E EBITDA margin estimates of Wall Street research analysts 2. Based on range of furthest reported period EBITDA margin estimates of Wall Street research analysts; Frontier margin range based on selected data points between 2028 through 2031; Lumen margin range based on selected data points between 2027 through 2030 3. Based on 2031E EBITDA margin of the Standalone LRP 4. Sensitivity analyses vs. Standalone LRP 5. Valuation date as of June 30, 2023 as per Condor Management; Condor Management-provided FDSO of 118.7m as of July 31, 2023

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PRELIMINARY DRAFT $2.76 $3.57 $6.45 $9.93 $12.15 $13.08 $0.79 $3.40 $6.59 $8.72 $9.72 n.m. $0.44 $3.32 $5.32 $6.42 – $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 Unaffected Dec-23E Dec-24E Dec-25E Dec-26E Dec-27E 9.0x 8.0x 7.0x Illustrative PV of future share value 16 3 Updated valuation perspectives 13.5% cost of equity PV of Future Share Value1,2,3 NTM EV / Adj. EBITDA: Observed public company multiples Illustrative multiple re-rating Sources: Standalone LRP, company filings, FactSet (as of September 1, 2023), Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Illustrative share prices based on fully diluted shares outstanding that includes illustrative shares issued from stock-based compensation at average illustrative future share price 2. 2024E EBITDA adjusted for pro forma impact of WA divestiture per Condor Management; NPV of WA proceeds and interim cash flows treated as cash-like item in 2023E enterprise value to equity value bridge 3. 2024E – 2027E enterprise value to equity value bridge per Standalone LRP

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PRELIMINARY DRAFT $2.76 $3.57 $6.45 $9.93 $12.15 $13.08 $0.79 $3.40 $6.59 $8.72 $9.72 n.m. $0.44 $3.32 $5.32 $6.42 – $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 Unaffected Dec-23E Dec-24E Dec-25E Dec-26E Dec-27E 9.0x 8.0x 7.0x Impl. PV of '27E share price at illust. trading multiple of Illust. '28E EBITDA Impl. '28E margin 6.0x 7.0x 8.0x 9.0x 10.0x $500 36% n.m. $1.20 $3.13 $5.75 $8.18 550 40% 0.38 2.84 5.22 8.07 10.75 600 43% 0.88 4.29 7.32 10.40 13.33 657 48% 4.05 6.42 9.72 13.08 16.29 700 51% 5.50 7.93 11.51 15.07 18.49 Illustrative PV of future share value: sensitivity analysis 17 3 Updated valuation perspectives 13.5% cost of equity PV of Future Share Value1,2,3 NTM EV / Adj. EBITDA: Illustratively assumes 2028E EBITDA is reached at the same annual growth cadence as base Standalone LRP; liquidity shortfalls or excess cash flow implied by illustrative EBITDA variances vs. Standalone LRP added as debt or cash, respectively, to enterprise value to equity value bridge Sensitivity: PV of 2027E future share value at varying 2028E EBITDAs Observed public company multiples Illustrative multiple re-rating Sources: Standalone LRP, company filings, FactSet (as of September 1, 2023), Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Illustrative share prices based on fully diluted shares outstanding that includes illustrative shares issued from stock-based compensation at average illustrative future share price 2. 2024E EBITDA adjusted for pro forma impact of WA divestiture per Condor Management; NPV of WA proceeds and interim cash flows treated as cash-like item in 2023E enterprise value to equity value bridge 3. 2024E – 2027E enterprise value to equity value bridge per Standalone LRP

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PRELIMINARY DRAFT Illustrative Seagull perspective assessment1 Illustrative close date of 12/31/2024; exit at 12/31/28 18 3 Updated valuation perspectives Target Share price at LTM exit multiple of IRR 6.0x 7.0x 8.0x 9.0x 10.0x 15.0% $3.47 $6.88 $10.29 $13.70 $17.11 16.3% 3.24 6.50 9.77 13.04 16.30 17.5% 3.02 6.15 9.28 12.41 15.54 18.8% 2.81 5.81 8.81 11.81 14.81 20.0% 2.61 5.49 8.37 11.24 14.12 Sources and uses $m % of total Rollover of debt $2,292 67% Cash on balance sheet 10 0% Rollover of preferred equity 569 17% Rollover of common equity 157 5% New sponsor equity 375 11% Total sources $3,404 100% Memo: Incremental equity funding during ownership $224 Equity purchase price ($4.00 / share) 475 14% Rollover of gross debt 2,292 67% Rollover of preferred equity 569 17% Transaction & financing fees 18 1% Cash to balance sheet 50 1% Total uses $3,404 100% Sources: Illustrative Buyer Plan (No Pre-Closing Capital), Illustrative R&Co financing extrapolations Notes: 1. Based on Illustrative Buyer Plan (No Pre-Closing Capital) 2. Based on liquidation preference of preferred as of 12/31/2024E 3. Transaction fees include illustrative estimated M&A fees and commitment fee on revolver 4. Illustratively assumes preferred equity remains in place during investment period with a 9% semi-annual PIK coupon; Illustrative proceeds allocable to initial investment calculated as implied accreted liquidation value of preferred equity at exit plus implied proceeds to existing Seagull common equity stake; illustrative proceeds allocable to new Seagull & Blue Jay equity deployed calculated as implied total exit proceeds less proceeds allocated to initial investment Acquisition by Seagull with portable capital structure and no change of control given existing equity stake in business Overview Seagull ability to pay4 Illustrative IRR on Seagull investments4 Represents implied IRR on Seagull’s initial common and preferred equity investments of $350m and $75m in 2020 and 2021, respectively 2 2 Represents return on new Seagull & Blue Jay equity deployed only 3 Implied IRR at entry share price of $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 6.0x 14.4% 12% 8% 5% 2% (0%) (3%) 7.0x 16.9% 27% 22% 18% 15% 12% 9% 8.0x 19.0% 38% 32% 28% 24% 21% 18% 9.0x 20.9% 46% 41% 36% 32% 29% 26% 10.0x 22.7% 54% 48% 43% 39% 35% 32% Exit multiple IRR on initial inv.

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PRELIMINARY DRAFT Illustrative Seagull ability to pay: sensitivity analysis1 Illustrative close date of 12/31/2024; exit at 12/31/28 19 3 Updated valuation perspectives Sources: Illustrative Buyer Plan (No Pre-Closing Capital), Illustrative R&Co financing extrapolations Notes: 1. Sensitivity analyses vs. Illustrative Buyer Plan (No Pre-Closing Capital) 2. All-in IRR denotes blended IRR across illustrative 2024E equity contribution plus Seagull’s initial common and preferred equity investments of $350m and $75m in 2020 and 2021, respectively 3. Illustratively assumes preferred equity remains in place during investment period with a 9% semi-annual PIK coupon Seagull ability to pay sensitivity: 2028E EBITDA vs. exit multiple at varying all-in target IRRs2,3 15.0% IRR 17.5% IRR 20.0% IRR Share price at Illustrative exit multiple of Share price at Illustrative exit multiple of Share price at Illustrative exit multiple of 6.0x 7.0x 8.0x 9.0x 10.0x 6.0x 7.0x 8.0x 9.0x 10.0x 6.0x 7.0x 8.0x 9.0x 10.0x $550 37.3% n.m. n.m. $0.56 $4.47 $8.39 n.m. n.m. n.m. $2.22 $5.81 n.m. n.m. n.m. $0.05 $3.35 600 40.6% n.m. 0.15 4.42 8.69 12.96 n.m. n.m. 2.20 6.12 10.04 n.m. n.m. 0.06 3.67 7.27 650 44.0% n.m. 3.55 8.17 12.80 17.43 n.m. 1.42 5.67 9.91 14.16 n.m. n.m. 3.27 7.17 11.07 700 47.4% 1.93 6.91 11.89 16.88 21.86 n.m. 4.53 9.10 13.67 18.24 n.m. 2.24 6.44 10.65 14.85 719 48.7% 3.10 8.22 13.34 18.46 23.58 1.03 5.73 10.43 15.13 19.83 n.m. 3.35 7.67 11.99 16.31 750 50.8% 4.93 10.27 15.61 20.94 26.28 2.72 7.62 12.52 17.42 22.32 0.60 5.10 9.60 14.10 18.61 Illustrative 2028E Adj. EBITDA Implied 2028E margin Represents 2028E EBITDA per Illustrative Buyer Plan (No Pre-Closing Capital)

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PRELIMINARY DRAFT Analysis at various prices Seagull verbal indication implies 9.6x, 8.5x and 6.9x 23E, 24E and 25E Adj. EBITDA, respectively 20 3 Updated valuation perspectives Illustrative share price $2.76 $3.84 $4.00 $4.20 $4.50 $5.00 $5.50 $6.00 $6.50 $7.00 $7.50 Implied premia to: Unaffected (Apr. 12, 2023) $2.76 – 39.1% 44.9% 52.2% 63.0% 81.2% 99.3% 117.4% 135.5% 153.6% 171.7% Current (Sep. 1, 2023) $3.84 (28.1%) – 4.2% 9.4% 17.2% 30.2% 43.2% 56.3% 69.3% 82.3% 95.3% 1-month VWAP $2.49 10.9% 54.2% 60.7% 68.7% 80.8% 100.8% 120.9% 141.0% 161.1% 181.2% 201.3% 2-month VWAP $2.86 (3.5%) 34.2% 39.8% 46.8% 57.3% 74.8% 92.3% 109.7% 127.2% 144.7% 162.2% 3-month VWAP $3.07 (10.1%) 25.1% 30.3% 36.8% 46.6% 62.8% 79.1% 95.4% 111.7% 128.0% 144.3% 6-month VWAP $3.54 (22.1%) 8.4% 12.9% 18.5% 27.0% 41.1% 55.2% 69.3% 83.4% 97.5% 111.6% 52-week high (Sep. 12, 2022) $5.97 (53.8%) (35.7%) (33.0%) (29.6%) (24.6%) (16.2%) (7.9%) 0.5% 8.9% 17.3% 25.6% 52-week low (Mar. 24, 2023) $2.15 28.4% 78.6% 86.0% 95.3% 109.3% 132.6% 155.8% 179.1% 202.3% 225.6% 248.8% (×) Fully diluted shares outstanding 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 Implied equity value $328 $456 $475 $498 $534 $593 $653 $712 $771 $831 $890 (+) Net debt 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 (-) NPV of WA assets (68) (68) (68) (68) (68) (68) (68) (68) (68) (68) (68) (+) Preferred stock (at liquidation pref.) 498 498 498 498 498 498 498 498 498 498 498 (+) Other adjustments 93 93 93 93 93 93 93 93 93 93 93 Implied enterprise value $2,841 $2,969 $2,988 $3,012 $3,047 $3,107 $3,166 $3,225 $3,285 $3,344 $3,403 Memo: implied EV premium – 4.5% 5.2% 6.0% 7.3% 9.4% 11.4% 13.5% 15.6% 17.7% 19.8% Implied multiples EV / Revenue 2022PF $1,124 2.53x 2.64x 2.66x 2.68x 2.71x 2.76x 2.82x 2.87x 2.92x 2.97x 3.03x LTM Jun-23PF 1,104 2.57 2.69 2.71 2.73 2.76 2.81 2.87 2.92 2.97 3.03 3.08 2023E (pro forma) 1,095 2.59 2.71 2.73 2.75 2.78 2.84 2.89 2.94 3.00 3.05 3.11 2024E (pro forma) 1,119 2.54 2.65 2.67 2.69 2.72 2.78 2.83 2.88 2.94 2.99 3.04 2025E 1,185 2.40 2.50 2.52 2.54 2.57 2.62 2.67 2.72 2.77 2.82 2.87 EV / Adj. EBITDA 2022PF $354 8.0x 8.4x 8.4x 8.5x 8.6x 8.8x 8.9x 9.1x 9.3x 9.4x 9.6x LTM Jun-23PF 319 8.9 9.3 9.4 9.4 9.6 9.7 9.9 10.1 10.3 10.5 10.7 2023E (pro forma) 313 9.1 9.5 9.5 9.6 9.7 9.9 10.1 10.3 10.5 10.7 10.9 2024E (pro forma) 354 8.0 8.4 8.4 8.5 8.6 8.8 8.9 9.1 9.3 9.5 9.6 2025E 436 6.5 6.8 6.9 6.9 7.0 7.1 7.3 7.4 7.5 7.7 7.8 Sources: Company filings, FactSet (as of September 1, 2023 and April 12, 2023), Standalone LRP Notes: 1. Calendar day VWAPs; as of April 12, 2023 2. Valuation date as of June 30, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of July 31, 2023 3. NPV of WA proceeds and interim cash flows treated as cash-like item; 2022 – 2024 financials adjusted for pro forma impact of WA divestiture per Condor Management 4. Other adjustments include net, tax-effected PBO and OPEB, NCI and Investments (net tax-effected PBO and OPEB provided per Condor Management, NCI and Investments sourced from Company filings) 5. Projected metrics per Standalone LRP; historical metrics per Condor Management on like-for-like basis to Standalone LRP pro forma for divestures of Ohio and Kansas City operations and wireless partnerships Unaffected Seagull Current proposal 2 3 5 2 1 1 1 1 4 3 3 3 3 3 3 3 3 Verbal indication

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Appendix Appendix A 21

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PRELIMINARY DRAFT Washington NPV and pro forma impact analysis Illustrative transaction close date of 6/30/2024 22 A Appendix Sources: Condor Management, company filings, Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Historical results based on actual results; projected earnings and cash flows as approved by Condor Management 2. Assumes no cash taxes paid related to earnings and cash proceeds $m, fiscal quarter ending Mar-22A Jun-22A Sep-22A Dec-22A Mar-23A Jun-23A Sep-23E Dec-23E Mar-24E Jun-24E Sale Sales $5.2 $5.3 $5.2 $5.1 $5.0 $5.1 $5.0 $5.0 $4.8 $4.6 Adj. EBITDA $3.6 $3.7 $3.7 $3.6 $3.5 $3.5 $3.4 $3.4 $3.2 $3.0 (-) Capital expenditures (1.0) (0.9) (1.0) (1.0) (+) Net proceeds from divestiture 65.0 Unlevered free cash flow $2.4 $2.4 $2.2 $2.0 $65.0 NPV of WA assets at 10.0% WACC 68 Historical and projected Washington cash flows1,2

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PRELIMINARY DRAFT Selected public company analysis: valuation benchmarking 23 A Appendix Share %52w Market Enterprise EV / Sales EV / EBITDA Sales Growth $m, unless noted price ($) high cap value 2023E 2024E 2025E 2023E 2024E 2025E Condor (Standalone LRP) $2.76 33% $328 $2,841 2.59x 2.54x 2.40x 9.1x 8.0x 6.5x Condor (Consensus) $2.76 33% $328 $2,841 2.57x 2.55x 2.47x 9.2x 8.4x 7.8x ILEC Lumen $1.58 16% $1,636 $22,655 1.55x 1.62x 1.64x 4.8x 5.0x 5.0x Frontier $16.31 53% 4,123 13,537 2.35x 2.33x 2.26x 6.5x 6.3x 5.8x Mean / median 1.95x 1.98x 1.95x 5.6x 5.6x 5.4x Rural cable Cable One $628.02 56% $3,589 $6,026 3.57x 3.58x 3.52x 6.5x 6.4x 6.3x Shentel $22.55 98% 1,159 1,232 4.31x 3.90x 3.52x 14.4x 13.2x 8.9x Mean / median 3.94x 3.74x 3.52x 10.5x 9.8x 7.6x Cable Charter $422.32 94% $72,044 $168,171 3.06x 2.99x 2.94x 7.6x 7.3x 7.1x Altice $3.06 29% 1,467 26,428 2.87x 2.93x 2.99x 7.4x 7.4x 7.4x WOW $8.01 42% 676 1,530 2.20x 2.18x 2.16x 5.3x 5.0x 4.5x Mean 2.71x 2.70x 2.70x 6.8x 6.6x 6.3x Median 2.87x 2.93x 2.94x 7.4x 7.3x 7.1x Broadband ATN International $36.12 73% $577 $1,109 1.46x 1.41x 1.36x 6.0x 5.5x 5.1x Overall peer mean 2.67x 2.62x 2.55x 7.3x 7.0x 6.2x Overall peer median 2.61x 2.63x 2.60x 6.5x 6.3x 6.0x Sources: company filings, FactSet (as of September 1, 2023 and April 12, 2023), Standalone LRP Notes: 1. Condor share price as of April 12, 2023; all other companies as of September 1, 2023 2. Condor 52-week high as of April 12, 2023; all other companies as of September 1, 2023 3. Valuation date as of June 30, 2023 as per Condor Management; Condor Management-provided FDSO of 118.7m as of July 31, 2023 4. NPV of WA proceeds and interim cash flows treated as cash-like item ($68m; see p. 22) 5. Metrics based on Standalone LRP; 2023 – 2024 financials adjusted for pro forma impact of WA divestiture per Condor Management 6. Metrics based on median consensus estimates 7. Lumen capitalization pro forma for divestiture of EMEA Business 3,4,5 1 3,4,6 6 2

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PRELIMINARY DRAFT Illustrative discounted cash flow analysis 24 A Appendix Projected cash flows1 $m H2-2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E Total revenue $564 $1,128 $1,185 $1,264 $1,316 $1,382 $1,443 $1,505 $1,547 $1,547 % growth n.m. 5.1% 6.6% 4.1% 5.0% 4.5% 4.3% 2.8% Adj. EBITDA 175 360 436 526 601 657 699 751 781 781 % margin 30.9% 31.9% 36.8% 41.6% 45.7% 47.6% 48.4% 49.9% 50.5% (-) One-time items -- (15) (13) (15) (15) (15) (15) (15) (15) (15) (-) D&A (241) (328) (241) (206) (187) (227) (265) (283) (276) (201) (+) Gain on asset divestitures -- 60 -- -- -- -- -- -- -- -- EBIT (66) 77 181 305 399 415 419 453 489 564 (-) Tax at 26% marginal rate -- (20) (47) (79) (104) (108) (109) (118) (127) (147) NOPAT (66) 57 134 226 296 307 310 335 362 418 (+) D&A 241 328 241 206 187 227 265 283 276 201 (-) CapEx (186) (359) (285) (274) (319) (318) (334) (231) (220) (201) (+) Untaxed proceeds from asset divestitures -- 5 -- -- -- -- -- -- -- -- (-) Stock-based compensation (5) (10) (10) (10) (10) (10) (10) (10) (10) (10) (+/-) Source / (use) of NWC (85) 7 (2) (6) 4 11 (4) (15) (3) (3) Unlevered FCF ($101) $28 $79 $142 $157 $217 $227 $361 $405 $405 Terminal period Enterprise value ($m) PV of terminal value as % of EV Implied share price Implied terminal multiple at PGR of at PGR of at PGR of at PGR of WACC 1.50% 1.75% 2.00% 2.25% 2.50% 1.50% 1.75% 2.00% 2.25% 2.50% 1.50% 1.75% 2.00% 2.25% 2.50% 1.50% 1.75% 2.00% 2.25% 2.50% 9.50% $3,354 $3,440 $3,533 $3,631 $3,737 74% 75% 75% 76% 77% $6.51 $7.24 $8.02 $8.85 $9.74 6.6x 6.8x 7.1x 7.3x 7.6x 9.75% 3,223 3,303 3,388 3,479 3,576 73% 74% 75% 75% 76% 5.41 6.08 6.80 7.57 8.38 6.4x 6.6x 6.8x 7.1x 7.3x 10.00% 3,100 3,174 3,253 3,337 3,426 73% 73% 74% 75% 75% 4.37 5.00 5.66 6.37 7.12 6.2x 6.4x 6.6x 6.8x 7.1x 10.25% 2,985 3,053 3,126 3,204 3,286 72% 73% 73% 74% 75% 3.40 3.98 4.60 5.25 5.94 6.0x 6.2x 6.4x 6.6x 6.9x 10.50% 2,876 2,940 3,007 3,079 3,155 71% 72% 73% 73% 74% 2.49 3.02 3.59 4.20 4.84 5.9x 6.0x 6.2x 6.4x 6.6x Sources: Standalone LRP, company filings, Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Projected unlevered cash flows per Standalone LRP 2. Terminal period assumptions per Condor Management and approved by the Special Committee; D&A assumed equal to CapEx per Condor Management 3. Per Condor Management, one-time items are tax deductible; stock-based compensation not tax deductible 2 6 7 4. 26% tax rate as per Condor Management 5. 50% of full year 2023E D&A per Condor Management and approved by the Special Committee 6. Valuation date as of June 30, 2023 7. Valuation date as of June 30, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of July 31, 2023 5 4 3 6 3

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PRELIMINARY DRAFT Illustrative NOL valuation analysis 25 A Appendix $m H2-2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E Memo: Taxable income $52 $114 $196 $266 $278 $280 $304 $329 Restricted federal NOLs utilized 52 89 -- -- -- -- -- -- Unrestricted federal NOLs utilized -- 20 157 171 -- -- -- -- Total federal NOLs used 52 109 157 171 -- -- -- -- (x) Tax rate 21% 21% 21% 21% 21% 21% 21% 21% FV of federal NOL benefit 11 23 33 36 -- -- -- -- Projected NOL utilization1,2 3 4 6 1. Projected federal NOL generation and utilization per Standalone LRP 2. Valuation date as of June 30, 2023 3. Restricted federal NOLs generated prior to 2018 4. Unrestricted federal NOLs generated during or after 2018; subject to 80% of taxable income limitation Sources: Standalone LRP, company filings, Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Notes: 5. 21% federal tax rate as per Condor Management 6. Valuation date as of June 30, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of July 31, 2023 5 Discount Cumulative Incr. value rate PV per share 9.50% $79.0 $0.67 9.75% 78.5 0.66 10.00% 78.0 0.66 10.25% 77.5 0.65 10.50% 77.0 0.65

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PRELIMINARY DRAFT Weighted average cost of capital (WACC) 26 A Appendix Market Debt Pref. Debt / Debt / Tax Beta Peer cap ($m) ($m) eq. ($m) equity cap rate (%) Levered Unlevered Re-levered Frontier $4,123 $11,424 – 277% 73% 25% 1.13 0.37 0.66 Cable One 3,589 3,790 – 106% 51% 25% 1.02 0.57 1.02 Shentel 1,159 127 – 11% 10% 25% 0.97 0.90 1.61 WOW 676 877 – 130% 56% 25% 1.03 0.52 0.94 ATN International 577 539 – 94% 48% 25% 0.70 0.41 0.73 75th percentile 56% 1.03 0.57 Mean 48% 0.97 0.55 Median 106% 51% 1.02 0.52 25th percentile 48% 0.97 0.41 Condor $328 $2,192 $498 821% 89% 26% 1.06 0.15 0.27 Cost of equity Risk-free rate 4.5% Levered beta 0.93 Equity risk premium 6.8% Size premium 2.2% Cost of equity 12.9% Cost of debt Cost of debt (pre-tax) 9.9% Tax shield (2.6%) Selected public company beta analysis Cost of debt (post-tax) 7.4% Implied WACC Based on CAPM analysis and historical trading yields, estimated WACC range for Condor is 9.5 - 10.5% 1 2 3 3 4 5 6 7 8 9 10 10 8 1. Based on median gross debt to capital ratio of peer references 2. Based on peer median 2-year adjusted historical beta (weekly periodicity, regressed against S&P 500) per Bloomberg (as of September 1, 2023) 3. Unlevered beta = Bloomberg adjusted beta ÷ ( 1+ ( 1 – marginal tax rate) × D/E ) 4. Based on current yield on 20-year US Treasury (as of September 1, 2023) 5. Based on the average of Kroll’s Supply-side ERP methodology (6.4%) and Historical ERP methodology (7.2%) per Kroll’s Cost of Capital Guide (as of December 31, 2022) 6. Based on Kroll’s size premia analysis per Kroll’s Cost of Capital Guide (9th decile, as of December 31, 2022) Sources: company filings, FactSet (as of September 1, 2023 and April 12, 2023), Bloomberg (as of September 1, 2023 and April 12, 2023), US Federal Reserve, Kroll Cost of Capital Guide, Pitchbook LCD Research Notes: 7. Average of Single-B new-issue first-lien yield to maturity (Pitchbook LCD Research) and Single-B US High Yield Index Semi-Annual Yield to Worst (FRED) 8. 26% tax rate as per Condor Management 9. Condor beta and share price as of April 12, 2023; Valuation date as of June 30, 2023 as per Condor Management; Condor Management-provided FDSO of 118.7m as of July 31, 2023 10. Illustratively includes preferred equity as debt-like item Implied levered beta Implied cost of equity Implied WACC Gross Gross Pre-tax cost at unlevered beta of at unlevered beta of at unlevered beta of debt / cap debt / equity of debt 0.40 0.52 0.60 0.40 0.52 0.60 0.40 0.52 0.60 25.0% 33.3% 9.9% 0.50 0.65 0.75 10.0% 11.0% 11.7% 9.3% 10.1% 10.6% 35.0% 53.8% 9.9% 0.56 0.73 0.84 10.4% 11.6% 12.3% 9.3% 10.1% 10.6% 51.4% 105.6% 9.9% 0.71 0.93 1.07 11.4% 12.9% 13.9% 9.3% 10.1% 10.5% 55.0% 122.2% 9.9% 0.76 1.00 1.14 11.8% 13.4% 14.4% 9.3% 10.1% 10.5% 65.0% 185.7% 9.9% 0.95 1.24 1.42 13.1% 15.0% 16.3% 9.4% 10.0% 10.5%

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PRELIMINARY DRAFT Analyst price targets 27 A Appendix $4.50 $2.50 $4.00 $4.00 $3.75 $4.00 Analyst sentiment over time1 Analyst price targets2 Number of broker recommendations 4 4 4 4 4 Target price as of Unaffected date Current price target Average target price over time1 $ actual Sep-21 Mar-22 Sep-22 Mar-23 Sep-23 Average target price $8.00 $5.50 $6.17 $3.67 $3.92 % Premium (12.9%) (6.8%) 48.2% 52.1% 2.0% Memo: $3.94 based on DCF Memo: Scenario weighted; 75% based on $4.00 Seagull proposal and 25% based on average of $4.72 DCF valuation and $1.58 2023 EV / OIBDA valuation (9.5x) Memo: $4.00 based on DCF – $2.00 $4.00 $6.00 $8.00 $10.00 - 20% 40% 60% 80% 100% Sep-21 Mar-22 Sep-22 Mar-23 Sep-23 % of ratings Buy Hold Sell Share price Target price Sources: FactSet (as of September 1, 2023), Bloomberg (as of September 1, 2023) Notes: 1. Target prices based on 100-day FactSet consensus window 2. Selection excludes SADIF Investment Analytics

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PRELIMINARY DRAFT CAGR $m, unless noted 2020PF 2021PF 2022PF 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E (23-27) (27-31) Residential fiber $127 $199 $297 $418 $519 $614 $668 $706 $732 42% 9 % Resi copper, video, voice 324 290 261 240 214 197 180 165 151 (10%) (8%) SMB 9 1 8 7 8 5 8 6 8 9 9 1 9 4 9 6 9 8 (1%) 2 % Enterprise1 295 293 296 306 319 332 343 354 364 2 % 3 % Carrier2 146 136 139 141 143 144 146 147 149 (0%) 1 % Other3 133 123 114 108 103 9 8 9 4 9 0 8 6 (6%) (4%) Revenue $1,238 $1,222 $1,145 $1,115 $1,128 $1,193 $1,300 $1,388 $1,476 $1,524 $1,558 $1,580 6 % 3 % % growth n.a. (1%) (6%) (3%) 1 % 6 % 9 % 7 % 6 % 3 % 2 % 1 % Gross profit $1,090 $1,066 $997 $880 $904 $984 $1,090 $1,184 $1,263 $1,305 $1,334 $1,354 8 % 3 % % margin 88% 87% 87% 79% 80% 83% 84% 85% 86% 86% 86% 86% Adj. EBITDA4 $462 $442 $369 $327 $360 $423 $534 $635 $719 $750 $772 $783 18% 5 % % margin 37% 36% 32% 29% 32% 35% 41% 46% 49% 49% 50% 50% Unlevered free cash flow5 $23 ($35) $40 $160 $342 $378 $402 $419 n.a. 27% % margin 2 % (3%) 3% 12% 23% 25% 26% 26% Memo: CapEx ($495) ($370) ($409) ($394) ($340) ($230) ($221) ($214) ($205) (9%) (12%) CapEx % of revenue 44% 33% 34% 30% 25% 16% 14% 14% 13% Change in working capital (17) 1 1 5 (7) (7) (6) (3) (2) (2) (19%) (32%) EBITDA - CapEx ($168) ($10) $14 $140 $295 $490 $529 $558 $578 n.a. 18% % conversion (51%) (3%) 3% 26% 46% 68% 71% 72% 74% Cost / passing (pre-CWIP & inventory) $639 $849 $942 $830 $952 n.a. n.a. n.a. n.a. 10% n.a. Summary of Illustrative Buyer Plan (No Pre-Closing Capital) 28 A Appendix Notes: Financials as presented include WA results until transaction close in 2024 1. Enterprise revenue includes other commercial revenue (non-recurring and other services including business systems, joint pole & special projects, commercial video services and other services) 2. Carrier revenue includes other carrier revenue (non-recurring and other services including business systems, joint pole & special projects, commercial video services and other services) 3. Other revenue includes other subsidy revenue (excluding CAF), CAF / RDOF subsidy revenue, special access revenue, network / switched access revenue, USF revenue and other products / services rev. 4. Adj. EBITDA excludes cost of stock-based compensation (“SBC”) 5. Unlevered free cash flow per Standalone LRP; calculated as EBIT – taxes + tax depreciation – CapEx + / - change in NWC + net proceeds from asset divestitures; does not consider generated nor utilized NOLs; negative EBIT results in $0 tax paid; contemplating H2-2023 unlevered free cash flow for purposes of valuation Sources: Illustrative Buyer Plan (No Pre-Closing Capital), pro forma historical periods (2020-2022) provided by Condor Management (normalized to exclude divestures of Ohio and Kansas City operations and wireless partnerships)

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PRELIMINARY DRAFT Summary of Illustrative Buyer Plan (No Pre-Closing Capital) (cont’d) 29 A Appendix Select cash flow and leverage metrics Source: Illustrative Buyer Plan (No Pre-Closing Capital) Notes: Financials as presented include WA results until transaction close in 2024 1. Adj. EBITDA excludes cost of SBC 2. Defined as respective metric ÷ Adj. EBITDA 3. Levered free cash flow per Standalone LRP; calculated as Adj. EBITDA – cash taxes (net of NOLs) – CapEx + / - change in NWC – cash interest – finance lease payments – pension / OPEB contributions – one-time items; does not reflect movements in revolver or net proceeds from asset divestitures 4. Leverage defined as net debt ÷ Adj. EBITDA; does not contemplate additional potential add-backs allowed by debt covenants 5. Net debt excludes deferred debt issuance costs 6. Total liquidity based on cash on hand and revolver availability CAGR $ m 2023E 2024E 2025E 2026E 2027E (23-27) Adj. EBITDA1 $327 $360 $423 $534 $635 18% % margin 29% 32% 35% 41% 46% Build (177) (77) (148) (149) (112) (11%) Success-based (190) (184) (182) (172) (159) (4%) Maintenance capex (128) (109) (79) (73) (69) (14%) CapEx ($495) ($370) ($409) ($394) ($340) (9%) CapEx % of sales 44% 33% 34% 30% 25% Adj. EBITDA1 - CapEx ($168) ($10) $14 $140 $295 n.a. % conversion 2 (51%) (3%) 3 % 26% 46% Levered free cash flow3 ($409) ($212) ($203) ($89) $77 n.a. % conversion 2 (125%) (59%) (48%) (17%) 12% Leverage4,5 6.6x 6.4x 5.9x 4.8x 3.9x n.a. Memo: Net debt5 2,159 2,300 2,484 2,569 2,495 n.a. Liquidity6 $231 $85 ($118) ($207) ($146) n.a.

Exhibit (c)(vi)

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PRELIMINARY DRAFT Project Seashore Special Committee materials September 13th, 2023 1

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PRELIMINARY DRAFT Disclaimer The accompanying materials were compiled on a confidential basis by Rothschild & Co US Inc. (“Rothschild & Co”) for the use and benefit of the Special Committee (the “Special Committee”) of the Board of Directors of Consolidated Communications Holdings, Inc. (the “Company” or “Condor”) solely in connection with its evaluation of the transaction referred to herein. Neither Rothschild & Co nor any of its affiliates, nor any of its or their respective officers, directors, employees, advisors, agents or representatives, represents or warrants as to the accuracy or completeness of any of the materials set forth herein. Nothing contained in the accompanying materials is, or shall be relied upon as, a promise or representation as to the past, present or future. It should be understood that these materials, including any valuations and/or estimates or projections contained in the accompanying materials, were prepared or derived from information supplied by the Company or derived from public sources, without any independent verification by Rothschild & Co. This information, including any valuations, estimates or projections, involves numerous and significant assumptions and subjective determinations by the Company’s management and other sources, which may or may not be correct, although the Company has represented that the materials are reasonably based. Rothschild & Co assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is made by Rothschild & Co as to the accuracy or completeness of any such information or the achievability of any such valuations and/or estimates or projections. To the extent such information includes any estimates or projections of future financial performance, Rothschild & Co has assumed that such estimates or projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). The accompanying material does not represent an opinion as to the prices at which the Company, or any interests therein, actually would be acquired or sold. Except where otherwise indicated, this presentation speaks as of the date hereof and is necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof. Rothschild & Co does not have any obligation to update, review or reaffirm these materials. The presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Rothschild & Co. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation would be the same if made as of any other date. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. No single analysis contained herein can be deemed more or less important than any other analysis and these analyses must be considered, in their totality, with the oral briefing provided by Rothschild & Co. Prior to entering into any transaction, the Special Committee should determine, without reliance on Rothschild & Co or its affiliates, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction. In this regard, by accepting these materials, the Special Committee acknowledges that Rothschild & Co is not in the business of providing (and the Special Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and qualified legal, tax and accounting advice. These materials do not constitute an offer or solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the Board of Directors or the Company. In the ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of its affiliates or any other company that may be involved in a transaction. THIS PRESENTATION IS CONFIDENTIAL AND WAS NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR FILING THEREOF UNDER STATE OR FEDERAL SECURITIES LAWS OR OTHERWISE. THIS PRESENTATION MAY NOT BE COPIED BY, OR DISCLOSED OR MADE AVAILABLE TO, ANY PERSON WITHOUT THE PRIOR WRITTEN APPROVAL OF Rothschild & Co. THIS PRESENTATION IS NOT INTENDED TO BE USED OR RELIED UPON, AND SHOULD NOT BE USED OR RELIED UPON, BY ANY PERSON OTHER THAN THE SPECIAL COMMITTEE AND MAY NOT BE USED BY ANY OTHER PERSON WITHOUT PRIOR WRITTEN APPROVAL OF Rothschild & Co. 2

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PRELIMINARY DRAFT Preliminary assessment of valuation methodologies 3 3. Financials through 2024E adjusted for pro forma impact of WA divestiture per Condor Management 4. NPV of WA proceeds and interim cash flows treated as cash-like item for purposes of EV bridge ($68m; see p. 22) 5. NOL schedule based on Standalone LRP 6. Current analyst target prices based, in part, on take-out price; intrinsic represents DCF-based analysis; Selection excludes SADIF Investment Analytics Notes: 1. Rounded to neared $0.25 except for 52-week high / low and analyst target prices 2. Per Condor Management, assumes 118.7m fully diluted shares outstanding, net debt of $1.99bn, net, tax-effected PBO and OPEB of $94.5m, NCI of $8.0m, Investments of $9.1m and preferred equity valued at liquidation preference of $498.3m Sources: Standalone LRP, company filings, FactSet (as of September 1, 2023), Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Methodology Per-share value ($ actual)1,2 Implied EV ($bn)2 Assumptions Core methodologies Selected public company analysis EV / 2024E Revenue3 $2.5 – 3.14 ◼ EV / 2024E Revenue: 2.25x – 2.75x EV / 2024E Adj. EBITDA3 $1.9 – 2.54 ◼ EV / 2024E Adj. EBITDA multiple: 5.5x – 7.0x EV / 2025E Adj. EBITDA $2.4 – 3.04 ◼ EV / 2025E Adj. EBITDA multiple: 5.5x – 7.0x Selected precedent transactions EV / LTM Q2’23 Adj. EBITDA3 $1.9 – 3.04 ◼ EV / LTM Adj. EBITDA: 6.0x – 9.4x Illustrative discounted cash flow analysis $2.9 – 3.7 ◼ PGR: 1.5 – 2.5% ◼ WACC: 9.5 – 10.5% ◼ Valuation date as of 6/30/2023 Other references Premia paid analysis All-cash going private transactions $3.0 – 3.14 ◼ 35 – 80% (25th and 75th percentile, respectively) premia to April 12, 2023 closing price of $2.76 All-cash acquisitions $2.9 – 3.04 ◼ 21 – 53% (25th and 75th percentile, respectively) premia to April 12, 2023 closing price of $2.76 Other metrics 52-week high / low $2.8 – 3.24 ◼ 52-week trading high and low closing prices as of September 1, 2023 Analyst target prices Unaffected $2.8 – 3.04 ◼ Represents low and high of analyst target prices as of April 12, 20236 Analyst target prices Current $3.0 – 3.04 ◼ Represents low and high of analyst target prices as of September 1, 20236 Analyst target prices Intrinsic $3.0 – 3.14 ◼ Represents low and high of analyst DCF-based valuations as of September 1, 20236 n.m. n.m. n.m. n.m. 2.50 3.75 3.25 2.15 2.50 3.75 3.94 4.75 4.50 4.00 9.75 5.00 4.25 5.97 4.50 4.00 4.72 Seagull proposal: $4.00 April 12th closing price: $2.76 3.25 Incl. NOL value5 3.92 Current trading implies 8.4x ’24E EBITDA 10.50 1 st Seagull verbal indication: $4.20 7.1x multiple implies $0 of equity value 2 nd Seagull verbal indication: $4.35

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PRELIMINARY DRAFT DCF sensitivity to varying operating assumptions Does not contemplate illustrative impacts to liquidity and NOL usage 4 3.73 n.m. 5.07 3.04 4.70 1.01 4.53 7.30 7.48 6.08 7.50 6.63 6.12 7.40 Implied per-share DCF midpoint range Base assumption 1,2,3 Item Sources: Standalone LRP, company filings, FactSet (as of September 1, 2023), Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Sensitivity analyses vs. Standalone LRP 2. Valuation date as of June 30, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of July 31, 2023 3. Assumes WACC of 10.0% and PGR of 2.0% Enterprise sales growth rate ◼ Enterprise sales decline ~1% in 2023E and grow at a CAGR of ~3.1% from 2024 – 2031E ~3.1% 0% 5% ~50.5% 45% 51% ◼ Adj. EBITDA margin reaches ~50.5% by 2031E Terminal Adj. EBITDA margin Residential fiber terminal penetration ◼ Residential fiber cohorts reach 40% penetration by year 6 Cost per home passed ◼ Blended cost per home passed increases from ~$850 in 2024 to ~$1,250 by 2027, dropping to ~$725 thereafter (pre-CWIP / Inventory) Sensitivity range 35% 45% 40% -$200 vs. base +$200 vs. base ~$850 – ~1,250; ~$725 Non-video COGS % of sales ◼ COGS % of sales decline from ~15.1% in 2023E and stepped down to 12.0% by 2027E; held at 12.0% through 2031E Terminal CapEx % of sales ◼ “Steady-state” CapEx estimated at 13% of sales in terminal period 10% 13% 15% Base DCF (ex. NOLs) midpoint: $5.66 Residential fiber ARPU growth rate ◼ Existing residential fiber subscriber ARPU grown at 4.0% p.a.; new cohort residential fiber subscriber ARPU grown at 5.0% p.a ~15.0 – 12.0% -100 bps vs. base +100 bps vs. base 0%;1% 5%; 6% 4%; 5%

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PRELIMINARY DRAFT Illustrative share price $2.76 $3.84 $4.00 $4.20 $4.35 $4.50 $5.00 $5.50 $6.00 $6.50 $7.00 $7.50 Implied premia to: Unaffected (Apr. 12, 2023) $2.76 – 39.1% 44.9% 52.2% 57.6% 63.0% 81.2% 99.3% 117.4% 135.5% 153.6% 171.7% Current (Sep. 1, 2023) $3.84 (28.1%) – 4.2% 9.4% 13.3% 17.2% 30.2% 43.2% 56.3% 69.3% 82.3% 95.3% 1-month VWAP $2.49 10.9% 54.2% 60.7% 68.7% 74.7% 80.8% 100.8% 120.9% 141.0% 161.1% 181.2% 201.3% 2-month VWAP $2.86 (3.5%) 34.2% 39.8% 46.8% 52.1% 57.3% 74.8% 92.3% 109.7% 127.2% 144.7% 162.2% 3-month VWAP $3.07 (10.1%) 25.1% 30.3% 36.8% 41.7% 46.6% 62.8% 79.1% 95.4% 111.7% 128.0% 144.3% 6-month VWAP $3.54 (22.1%) 8.4% 12.9% 18.5% 22.7% 27.0% 41.1% 55.2% 69.3% 83.4% 97.5% 111.6% 52-week high (Sep. 12, 2022) $5.97 (53.8%) (35.7%) (33.0%) (29.6%) (27.1%) (24.6%) (16.2%) (7.9%) 0.5% 8.9% 17.3% 25.6% 52-week low (Mar. 24, 2023) $2.15 28.4% 78.6% 86.0% 95.3% 102.3% 109.3% 132.6% 155.8% 179.1% 202.3% 225.6% 248.8% (×) Fully diluted shares outstanding 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 Implied equity value $328 $456 $475 $498 $516 $534 $593 $653 $712 $771 $831 $890 (+) Net debt 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 (-) NPV of WA assets (68) (68) (68) (68) (68) (68) (68) (68) (68) (68) (68) (68) (+) Preferred stock (at liquidation pref.) 498 498 498 498 498 498 498 498 498 498 498 498 (+) Other adjustments 93 93 93 93 93 93 93 93 93 93 93 93 Implied enterprise value $2,841 $2,969 $2,988 $3,012 $3,029 $3,047 $3,107 $3,166 $3,225 $3,285 $3,344 $3,403 Memo: implied EV premium – 4.5% 5.2% 6.0% 6.6% 7.3% 9.4% 11.4% 13.5% 15.6% 17.7% 19.8% Implied multiples EV / Revenue 2022PF $1,124 2.53x 2.64x 2.66x 2.68x 2.69x 2.71x 2.76x 2.82x 2.87x 2.92x 2.97x 3.03x LTM Jun-23PF 1,104 2.57 2.69 2.71 2.73 2.74 2.76 2.81 2.87 2.92 2.97 3.03 3.08 2023E (pro forma) 1,095 2.59 2.71 2.73 2.75 2.77 2.78 2.84 2.89 2.94 3.00 3.05 3.11 2024E (pro forma) 1,119 2.54 2.65 2.67 2.69 2.71 2.72 2.78 2.83 2.88 2.94 2.99 3.04 2025E 1,185 2.40 2.50 2.52 2.54 2.56 2.57 2.62 2.67 2.72 2.77 2.82 2.87 EV / Adj. EBITDA 2022PF $354 8.0x 8.4x 8.4x 8.5x 8.6x 8.6x 8.8x 8.9x 9.1x 9.3x 9.4x 9.6x LTM Jun-23PF 319 8.9 9.3 9.4 9.4 9.5 9.6 9.7 9.9 10.1 10.3 10.5 10.7 2023E (pro forma) 313 9.1 9.5 9.5 9.6 9.7 9.7 9.9 10.1 10.3 10.5 10.7 10.9 2024E (pro forma) 354 8.0 8.4 8.4 8.5 8.6 8.6 8.8 8.9 9.1 9.3 9.5 9.6 2025E 436 6.5 6.8 6.9 6.9 7.0 7.0 7.1 7.3 7.4 7.5 7.7 7.8 Analysis at various prices Seagull 2nd verbal indication implies 9.7x, 8.6x and 7.0x 23E, 24E and 25E Adj. EBITDA, respectively 5 Sources: Company filings, FactSet (as of September 1, 2023 and April 12, 2023), Standalone LRP Notes: 1. Calendar day VWAPs; as of April 12, 2023 2. Valuation date as of June 30, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of July 31, 2023 3. NPV of WA proceeds and interim cash flows treated as cash-like item; 2022 – 2024 financials adjusted for pro forma impact of WA divestiture per Condor Management 4. Other adjustments include net, tax-effected PBO and OPEB, NCI and Investments (net tax-effected PBO and OPEB provided per Condor Management, NCI and Investments sourced from Company filings) 5. Projected metrics per Standalone LRP; historical metrics per Condor Management on like-for-like basis to Standalone LRP pro forma for divestures of Ohio and Kansas City operations and wireless partnerships Unaffected Seagull Current proposal 2 3 5 2 1 1 1 1 4 3 3 3 3 3 3 3 3 1 st Verbal indication 2 nd Verbal indication

Exhibit (c)(vii)

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PRELIMINARY DRAFT Project Seashore Special Committee materials September 23rd, 2023 1

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PRELIMINARY DRAFT Disclaimer The accompanying materials were compiled on a confidential basis by Rothschild & Co US Inc. (“Rothschild & Co”) for the use and benefit of the Special Committee (the “Special Committee”) of the Board of Directors of Consolidated Communications Holdings, Inc. (the “Company” or “Condor”) solely in connection with its evaluation of the transaction referred to herein. Neither Rothschild & Co nor any of its affiliates, nor any of its or their respective officers, directors, employees, advisors, agents or representatives, represents or warrants as to the accuracy or completeness of any of the materials set forth herein. Nothing contained in the accompanying materials is, or shall be relied upon as, a promise or representation as to the past, present or future. It should be understood that these materials, including any valuations and/or estimates or projections contained in the accompanying materials, were prepared or derived from information supplied by the Company or derived from public sources, without any independent verification by Rothschild & Co. This information, including any valuations, estimates or projections, involves numerous and significant assumptions and subjective determinations by the Company’s management and other sources, which may or may not be correct, although the Company has represented that the materials are reasonably based. Rothschild & Co assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is made by Rothschild & Co as to the accuracy or completeness of any such information or the achievability of any such valuations and/or estimates or projections. To the extent such information includes any estimates or projections of future financial performance, Rothschild & Co has assumed that such estimates or projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). The accompanying material does not represent an opinion as to the prices at which the Company, or any interests therein, actually would be acquired or sold. Except where otherwise indicated, this presentation speaks as of the date hereof and is necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof. Rothschild & Co does not have any obligation to update, review or reaffirm these materials. The presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Rothschild & Co. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation would be the same if made as of any other date. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. No single analysis contained herein can be deemed more or less important than any other analysis and these analyses must be considered, in their totality, with the oral briefing provided by Rothschild & Co. Prior to entering into any transaction, the Special Committee should determine, without reliance on Rothschild & Co or its affiliates, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction. In this regard, by accepting these materials, the Special Committee acknowledges that Rothschild & Co is not in the business of providing (and the Special Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and qualified legal, tax and accounting advice. These materials do not constitute an offer or solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the Board of Directors or the Company. In the ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of its affiliates or any other company that may be involved in a transaction. THIS PRESENTATION IS CONFIDENTIAL AND WAS NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR FILING THEREOF UNDER STATE OR FEDERAL SECURITIES LAWS OR OTHERWISE. THIS PRESENTATION MAY NOT BE COPIED BY, OR DISCLOSED OR MADE AVAILABLE TO, ANY PERSON WITHOUT THE PRIOR WRITTEN APPROVAL OF Rothschild & Co. THIS PRESENTATION IS NOT INTENDED TO BE USED OR RELIED UPON, AND SHOULD NOT BE USED OR RELIED UPON, BY ANY PERSON OTHER THAN THE SPECIAL COMMITTEE AND MAY NOT BE USED BY ANY OTHER PERSON WITHOUT PRIOR WRITTEN APPROVAL OF Rothschild & Co. 2

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PRELIMINARY DRAFT Preliminary assessment of valuation methodologies 3 3. Financials through 2024E adjusted for pro forma impact of WA divestiture per Condor Management 4. NPV of WA proceeds and interim cash flows treated as cash-like item for purposes of EV bridge ($68m; see p. 22) 5. NOL schedule based on Standalone LRP 6. Current analyst target prices based, in part, on take-out price; intrinsic represents DCF-based analysis; Selection excludes SADIF Investment Analytics Notes: 1. Rounded to neared $0.25 except for 52-week high / low and analyst target prices 2. Per Condor Management, assumes 118.7m fully diluted shares outstanding, net debt of $1.99bn, net, tax-effected PBO and OPEB of $94.5m, NCI of $8.0m, Investments of $9.1m and preferred equity valued at liquidation preference of $498.3m Sources: Standalone LRP, company filings, FactSet (as of September 1, 2023), Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Methodology Per-share value ($ actual)1,2 Implied EV ($bn)2 Assumptions Core methodologies Selected public company analysis EV / 2024E Revenue3 $2.5 – 3.14 ◼ EV / 2024E Revenue: 2.25x – 2.75x EV / 2024E Adj. EBITDA3 $1.9 – 2.54 ◼ EV / 2024E Adj. EBITDA multiple: 5.5x – 7.0x EV / 2025E Adj. EBITDA $2.4 – 3.04 ◼ EV / 2025E Adj. EBITDA multiple: 5.5x – 7.0x Selected precedent transactions EV / LTM Q2’23 Adj. EBITDA3 $1.9 – 3.04 ◼ EV / LTM Adj. EBITDA: 6.0x – 9.4x Illustrative discounted cash flow analysis $2.9 – 3.7 ◼ PGR: 1.5 – 2.5% ◼ WACC: 9.5 – 10.5% ◼ Valuation date as of 6/30/2023 Other references Premia paid analysis All-cash going private transactions $3.0 – 3.14 ◼ 35 – 80% (25th and 75th percentile, respectively) premia to April 12, 2023 closing price of $2.76 All-cash acquisitions $2.9 – 3.04 ◼ 21 – 53% (25th and 75th percentile, respectively) premia to April 12, 2023 closing price of $2.76 Other metrics 52-week high / low $2.8 – 3.24 ◼ 52-week trading high and low closing prices as of September 1, 2023 Analyst target prices Unaffected $2.8 – 3.04 ◼ Represents low and high of analyst target prices as of April 12, 20236 Analyst target prices Current $3.0 – 3.04 ◼ Represents low and high of analyst target prices as of September 1, 20236 Analyst target prices Intrinsic $3.0 – 3.14 ◼ Represents low and high of analyst DCF-based valuations as of September 1, 20236 n.m. n.m. n.m. n.m. 2.50 3.75 3.25 2.15 2.50 3.75 3.94 4.75 4.50 4.00 9.75 5.00 4.25 5.97 4.50 4.00 4.72 Seagull proposal: $4.00 April 12th closing price: $2.76 3.25 Incl. NOL value5 3.92 Current trading implies 8.4x ’24E EBITDA 10.50 Latest Seagull verbal indication: $4.65 7.1x multiple implies $0 of equity value

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PRELIMINARY DRAFT DCF sensitivity to varying operating assumptions Does not contemplate illustrative impacts to liquidity and NOL usage 4 3.73 n.m. 5.07 3.04 4.70 1.01 4.53 7.30 7.48 6.08 7.50 6.63 6.12 7.40 Implied per-share DCF midpoint range Base assumption 1,2,3 Item Sources: Standalone LRP, company filings, FactSet (as of September 1, 2023), Bloomberg (as of September 1, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Sensitivity analyses vs. Standalone LRP 2. Valuation date as of June 30, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of July 31, 2023 3. Assumes WACC of 10.0% and PGR of 2.0% Enterprise sales growth rate ◼ Enterprise sales decline ~1% in 2023E and grow at a CAGR of ~3.1% from 2024 – 2031E ~3.1% 0% 5% ~50.5% 45% 51% ◼ Adj. EBITDA margin reaches ~50.5% by 2031E Terminal Adj. EBITDA margin Residential fiber terminal penetration ◼ Residential fiber cohorts reach 40% penetration by year 6 Cost per home passed ◼ Blended cost per home passed increases from ~$850 in 2024 to ~$1,250 by 2027, dropping to ~$725 thereafter (pre-CWIP / Inventory) Sensitivity range 35% 45% 40% -$200 vs. base +$200 vs. base ~$850 – ~1,250; ~$725 Non-video COGS % of sales ◼ COGS % of sales decline from ~15.1% in 2023E and stepped down to 12.0% by 2027E; held at 12.0% through 2031E Terminal CapEx % of sales ◼ “Steady-state” CapEx estimated at 13% of sales in terminal period 10% 13% 15% Base DCF (ex. NOLs) midpoint: $5.66 Residential fiber ARPU growth rate ◼ Existing residential fiber subscriber ARPU grown at 4.0% p.a.; new cohort residential fiber subscriber ARPU grown at 5.0% p.a ~15.0 – 12.0% -100 bps vs. base +100 bps vs. base 0%;1% 5%; 6% 4%; 5%

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PRELIMINARY DRAFT Illustrative share price $2.76 $3.54 $4.00 $4.20 $4.35 $4.65 $5.00 $5.50 $6.00 $6.50 $7.00 $7.50 Implied premia to: Unaffected (Apr. 12, 2023) $2.76 – 28.3% 44.9% 52.2% 57.6% 68.5% 81.2% 99.3% 117.4% 135.5% 153.6% 171.7% Current (Sep. 22, 2023) $3.54 (22.0%) – 13.0% 18.6% 22.9% 31.4% 41.2% 55.4% 69.5% 83.6% 97.7% 111.9% 1-month VWAP $2.49 10.9% 42.2% 60.7% 68.7% 74.7% 86.8% 100.8% 120.9% 141.0% 161.1% 181.2% 201.3% 2-month VWAP $2.86 (3.5%) 23.8% 39.8% 46.8% 52.1% 62.6% 74.8% 92.3% 109.7% 127.2% 144.7% 162.2% 3-month VWAP $3.07 (10.1%) 15.3% 30.3% 36.8% 41.7% 51.4% 62.8% 79.1% 95.4% 111.7% 128.0% 144.3% 6-month VWAP $3.54 (22.1%) (0.1%) 12.9% 18.5% 22.7% 31.2% 41.1% 55.2% 69.3% 83.4% 97.5% 111.6% 52-week high (Sep. 12, 2022) $5.97 (53.8%) (40.7%) (33.0%) (29.6%) (27.1%) (22.1%) (16.2%) (7.9%) 0.5% 8.9% 17.3% 25.6% 52-week low (Mar. 24, 2023) $2.15 28.4% 64.7% 86.0% 95.3% 102.3% 116.3% 132.6% 155.8% 179.1% 202.3% 225.6% 248.8% (×) Fully diluted shares outstanding 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 118.7 Implied equity value $328 $420 $475 $498 $516 $552 $593 $653 $712 $771 $831 $890 (+) Net debt 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 1,989 (-) NPV of WA assets (68) (68) (68) (68) (68) (68) (68) (68) (68) (68) (68) (68) (+) Preferred stock (at liquidation pref.) 498 498 498 498 498 498 498 498 498 498 498 498 (+) Other adjustments 93 93 93 93 93 93 93 93 93 93 93 93 Implied enterprise value $2,841 $2,933 $2,988 $3,012 $3,029 $3,065 $3,107 $3,166 $3,225 $3,285 $3,344 $3,403 Memo: implied EV premium – 3.3% 5.2% 6.0% 6.6% 7.9% 9.4% 11.4% 13.5% 15.6% 17.7% 19.8% Implied multiples EV / Revenue 2022PF $1,124 2.53x 2.61x 2.66x 2.68x 2.69x 2.73x 2.76x 2.82x 2.87x 2.92x 2.97x 3.03x LTM Jun-23PF 1,104 2.57 2.66 2.71 2.73 2.74 2.78 2.81 2.87 2.92 2.97 3.03 3.08 2023E (pro forma) 1,095 2.59 2.68 2.73 2.75 2.77 2.80 2.84 2.89 2.94 3.00 3.05 3.11 2024E (pro forma) 1,119 2.54 2.62 2.67 2.69 2.71 2.74 2.78 2.83 2.88 2.94 2.99 3.04 2025E 1,185 2.40 2.47 2.52 2.54 2.56 2.59 2.62 2.67 2.72 2.77 2.82 2.87 EV / Adj. EBITDA 2022PF $354 8.0x 8.3x 8.4x 8.5x 8.6x 8.7x 8.8x 8.9x 9.1x 9.3x 9.4x 9.6x LTM Jun-23PF 319 8.9 9.2 9.4 9.4 9.5 9.6 9.7 9.9 10.1 10.3 10.5 10.7 2023E (pro forma) 313 9.1 9.4 9.5 9.6 9.7 9.8 9.9 10.1 10.3 10.5 10.7 10.9 2024E (pro forma) 354 8.0 8.3 8.4 8.5 8.6 8.7 8.8 8.9 9.1 9.3 9.5 9.6 2025E 436 6.5 6.7 6.9 6.9 7.0 7.0 7.1 7.3 7.4 7.5 7.7 7.8 Analysis at various prices Latest Seagull verbal indication implies 9.8x, 8.7x and 7.0x 23E, 24E and 25E Adj. EBITDA, respectively 5 Sources: Company filings, FactSet (as of September 22, 2023 and April 12, 2023), Standalone LRP Notes: 1. Calendar day VWAPs; as of April 12, 2023 2. Valuation date as of June 30, 2023 as per Condor Management, Condor Management-provided FDSO of 118.7m as of July 31, 2023 3. NPV of WA proceeds and interim cash flows treated as cash-like item; 2022 – 2024 financials adjusted for pro forma impact of WA divestiture per Condor Management 4. Other adjustments include net, tax-effected PBO and OPEB, NCI and Investments (net tax-effected PBO and OPEB provided per Condor Management, NCI and Investments sourced from Company filings) 5. Projected metrics per Standalone LRP; historical metrics per Condor Management on like-for-like basis to Standalone LRP pro forma for divestures of Ohio and Kansas City operations and wireless partnerships Unaffected Seagull Current proposal 2 3 5 2 1 1 1 1 4 3 3 3 3 3 3 3 3 1 st Verbal indication 2 nd Verbal indication Latest indication

Exhibit (c)(viii)

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Project Seashore Fairness opinion analysis October 14, 2023 1

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Disclaimer 1. Section name 2 The accompanying materials were compiled on a confidential basis by Rothschild & Co US Inc. (“Rothschild & Co”) for the use and benefit of the Special Committee (the “Special Committee”) of the Board of Directors of Consolidated Communications Holdings, Inc. (the “Company” or “Condor”) solely in connection with its evaluation of the transaction referred to herein. Neither Rothschild & Co nor any of its affiliates, nor any of its or their respective officers, directors, employees, advisors, agents or representatives, represents or warrants as to the accuracy or completeness of any of the materials set forth herein. Nothing contained in the accompanying materials is, or shall be relied upon as, a promise or representation as to the past, present or future. It should be understood that these materials, including any valuations and/or estimates or projections contained in the accompanying materials, were prepared or derived from information supplied by the Company or derived from public sources, without any independent verification by Rothschild & Co. This information, including any valuations, estimates or projections, involves numerous and significant assumptions and subjective determinations by the Company’s management and other sources, which may or may not be correct, although the Company has represented that the materials are reasonably based. Rothschild & Co assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. Accordingly, no representation or warranty, express or implied, can be made or is made by Rothschild & Co as to the accuracy or completeness of any such information or the achievability of any such valuations and/or estimates or projections. To the extent such information includes any estimates or projections of future financial performance, Rothschild & Co has assumed that such estimates or projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company and the Special Committee (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). The accompanying material does not represent an opinion as to the prices at which the Company, or any interests therein, actually would be acquired or sold. Except where otherwise indicated, this presentation speaks as of the date hereof and is necessarily based upon the information available to Rothschild & Co and financial, stock market and other conditions and circumstances existing and disclosed to Rothschild & Co as of the date hereof. Rothschild & Co does not have any obligation to update, review or reaffirm these materials. The presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Rothschild & Co. Under no circumstances should the delivery of this presentation imply that any information or analyses included in this presentation would be the same if made as of any other date. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. No single analysis contained herein can be deemed more or less important than any other analysis and these analyses must be considered, in their totality, with the oral briefing provided by Rothschild & Co. Prior to entering into any transaction, the Special Committee should determine, without reliance on Rothschild & Co or its affiliates, the economic risks and merits as well as the legal, tax and accounting characterizations and consequences of any such transaction. In this regard, by accepting these materials, the Special Committee acknowledges that Rothschild & Co is not in the business of providing (and the Special Committee is not relying on Rothschild & Co for) legal, tax or accounting advice, and the Special Committee should receive (and rely on) separate and qualified legal, tax and accounting advice. These materials do not constitute an offer or solicitation to sell or purchase any securities. Rothschild & Co is not acting in any capacity as a fiduciary or agent of the Special Committee, the Board of Directors or the Company. In the ordinary course of their asset management, merchant banking and other business activities, affiliates of Rothschild & Co may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own accounts or the accounts of their clients in equity, debt or other securities (or related derivative securities) or financial instruments of the Company or any of its affiliates or any other company that may be involved in a transaction. THIS PRESENTATION IS CONFIDENTIAL AND WAS NOT PREPARED WITH A VIEW TO PUBLIC DISCLOSURE OR FILING THEREOF UNDER STATE OR FEDERAL SECURITIES LAWS OR OTHERWISE. THIS PRESENTATION MAY NOT BE COPIED BY, OR DISCLOSED OR MADE AVAILABLE TO, ANY PERSON WITHOUT THE PRIOR WRITTEN APPROVAL OF ROTHSCHILD & CO. THIS PRESENTATION IS NOT INTENDED TO BE USED OR RELIED UPON, AND SHOULD NOT BE USED OR RELIED UPON, BY ANY PERSON OTHER THAN THE SPECIAL COMMITTEE AND MAY NOT BE USED BY ANY OTHER PERSON WITHOUT PRIOR WRITTEN APPROVAL OF ROTHSCHILD & CO.

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Executive summary Contents 1 Valuation perspectives 3 Overview of business plan 2 4 9 13 3 Appendix – Valuation supplement A 16

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Executive summary 1 4

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Rothschild & Co engagement 5 Rothschild & Co US Inc. (“Rothschild & Co” or “We”) has been engaged by the Special Committee (the “Special Committee”) of the Board of Directors of Condor (the “Company”) as financial advisor in connection with advising the Special Committee with respect to any potential transaction (the “Transaction”) proposed by Seagull (together with its affiliated investment funds) and Blue Jay (collectively, referred herein as the “Seagull Group”) as well as in evaluating potential strategic and financial alternatives to the Transaction, and if requested by the Special Committee, rendering an opinion as to the fairness, from a financial point of view, to the Company or to the holders of the Company’s common stock, as applicable, of the consideration to be received by the Company or such holders in a proposed Transaction To this end, these materials focus on the following: ◼ Review of Condor’s Standalone LRP projections ◼ Valuation of Condor utilizing various industry-standard valuation methodologies In connection with our engagement, Rothschild & Co has, among other things: ◼ At the direction of the Special Committee, utilized financial forecasts for Condor, prepared and provided by Condor’s management team (“Management”) and confirmed by the Special Committee and Management on October 12, 2023 (the “Standalone Long Range Plan” or “Standalone LRP”) ◼ Held discussions with the Special Committee regarding: □ The proposed Transaction; □ Past and current business operations and financial condition and prospects of Condor, including the Standalone LRP and the financial implications thereof; □ Strategic alternatives available to the Company; □ Certain other matters believed necessary or appropriate to our inquiry ◼ Held discussions with key members of Management on a regular basis over the course of our engagement 1. SITUATION OVERVIEW 1 Executive summary

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Proposal overview (1 of 2) 6 Sources: Seagull Group amended Form SC 13D dated April 13, 2023, Merger Agreement, Communication from Seagull Group on September 27, 2023 Notes: 1. Unaffected date is April 12, 2023, the last trading day prior to public announcement of Seagull Group’s non-binding proposal 2. Company’s equity value based on $4.70 offer price per share and FDSO of 118.5m as of October 11, 2023 per Condor Management ~$3.1bn sale of Condor to the Seagull Group 1. SITUATION OVERVIEW 1 Executive summary Target Condor Acquiror The Seagull Group Purchase price $4.70 per share Premium ~70% premium to the unaffected price of $2.761 ~33% premium to last trading price of $3.53 (on October 13, 2023) Form of consideration All cash Financing conditions No financing contingency; existing debt to stay in place Shareholder approval Company shareholder approval by a majority of the voting power represented by the outstanding shares that are entitled to vote as well as a majority of the voting power held by unaffiliated stockholders Conditions Execution of a mutually acceptable definitive merger agreement No material adverse effect Receipt of certain regulatory approvals “No shop” Neither the Company nor its advisors may solicit alternative Acquisition Proposals Condor has the right to terminate the agreement if it receives an unsolicited Superior Proposal, subject to a termination fee Termination fee ~$17m (equal to 3% of Company’s equity value2 )

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Unaffected Current Seagull Group (4/12/2023) (10/13/2023) proposal Unaffected (April 12, 2023; $2.76) n.a. 28% 70% Current (October 13, 2023; $3.53) (22%) n.a. 33% 1-month VWAP (April 12, 2023; $2.49) 11% 42% 89% 2-month VWAP (April 12, 2023; $2.86) (4%) 23% 64% 3-month VWAP (April 12, 2023; $3.07) (10%) 15% 53% 6-month VWAP (April 12, 2023; $3.54) (22%) (0%) 33% 52-week high (November 1, 2022; $5.35) (48%) (34%) (12%) 52-week low (March 24, 2023; $2.15) 28% 64% 119% Metric Multiple ($m) (x) Standalone LRP EV / LTM Jun-23PF Adj. EBITDA $319 9.6x EV / 2023E Adj. EBITDA (pro forma) 313 9.8x EV / 2024E Adj. EBITDA (pro forma) 354 8.7x EV / 2025E Adj. EBITDA 436 7.0x Consensus EV / 2023E Adj. EBITDA (pro forma) $295 10.4x EV / 2024E Adj. EBITDA (pro forma) 331 9.3x EV / 2025E Adj. EBITDA 365 8.4x Seagull Group proposed price per share $4.70 (×) Fully diluted shares outstanding 118.5 Implied Condor equity value $557 (+) Total debt 2,192 (+) Net, tax-effected PBO and OPEB 95 (-) Cash and cash equivalents (203) (-) NPV of WA assets (68) (+) Preferred stock (at liquidation pref.) 498 (-) Other adjustments (1) Implied enterprise value $3,070 Proposal overview (2 of 2) Implied enterprise value1 ($m, except per-share data) Implied premia 7 4 5 5 5 5 7 1 Executive summary ~70% premium to the unaffected price of $2.76 and ~33% premium to current price of $3.53 6 2 Sources: Standalone LRP, company filings, press releases, FactSet (as of October 13, 2023 and April 12, 2023) Notes: 1. Balance sheet as of June 30, 2023 as per Condor Management; FDSO of 118.5m as of October 11, 2023 per Condor Management 2. Unaffected date is April 12, 2023, the last trading day prior to public announcement of Seagull Group’s non-binding proposal 3. Gross of discounts and deferred debt issuance costs; includes finance leases 4. Tax-effected at 26% tax rate per Condor Management 5. Calendar day VWAP 6. NPV of WA sale proceeds and interim cash flows treated as cash-like item (see p. 17) 7. Other adjustments include NCI and Investments 8. Projected metrics per Standalone LRP; historical metric per Condor Management on like-for-like basis to Standalone LRP pro forma for divestures of Ohio and Kansas City operations and wireless partnerships; LTM Jun-23 through 2024 financials adjusted for pro forma impact of WA divestiture per Condor Management 9. Consensus Adj. EBITDA based on FactSet median consensus estimates as of October 13, 2023; 2023 and 2024 adjusted for pro forma impact of WA divestiture per Condor Management Implied multiples 8 9 3

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$3.53 9.1x 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x 10.0x $0.00 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 $16.00 Oct-18 Apr-19 Oct-19 Apr-20 Oct-20 Apr-21 Oct-21 Apr-22 Oct-22 Apr-23 Oct-23 EV / NTM EBITDA multiple (x) Stock price ($ actuals) Q/K filed Seagull events Divestitures Stock price EV / NTM EBITDA Condor 5-year stock price and valuation multiple1,2,3 history Condor historical trading performance Sources: Company filings, press releases, FactSet (as of October 13, 2023) Notes: 1. Multiples prior to August 9, 2023 (the date of the Q2 2023 Form 10-Q filing) reflect corresponding publicly disclosed historical balance sheet and share information 2. Multiples following August 9, 2023 reflect balance sheet as of June 30, 2023 as per Condor Management; FDSO of 118.5m as of October 11, 2023 per Condor Management 3. EV / NTM EBITDA based on FactSet median consensus estimates; as a result, divestitures do not impact valuation until brokers adjust earnings April 12, 2023 Seagull Group submits and publicly announces going private proposal March 7, 2022: Seagull publicly discloses interest in increasing ownership / acquiring Condor October 2, 2020: Seagull closed on stage one investment September 14, 2020: Condor announced strategic investment from Seagull December 7, 2021: Seagull closed on stage two investment Divestiture announcements: ◆ Sep-21: Sale of Ohio assets ◆ Mar-22: Sale of Kansas City assets ◆ Aug-22: Sale of Wireless Partnership ◆ Aug-23: Sale of Washington state assets 8 1 Executive summary

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Overview of business plan 2 9

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46% 49% 50% 53% 57% 64% 71% 2023E 2024E 2025E 2026E 2027E 2028E 2029E Standalone LRP: review of key plan assumptions Source: Standalone LRP Notes: 1. Includes residential and SMB 2. Reflects total copper + fiber passings; copper + fiber passings remain constant across forecast period at ~2.7m passings Selected fiber build KPIs Fiber passings built (000s) % fiberized of ~2.7m2 Cost per passing (pre-CWIP & Inv.; $ actual) total passings 2 Overview of business plan 10 ◼ Build plan balances maximization of fiber deployment while managing liquidity / maintaining covenant compliance □ By 2027, business generates sufficient free cash flow to re-accelerate fiber build, reaching 71%1 fiber coverage by 2029E □ Capital expenditure (“CapEx”) cost per fiber passing ramps as RDOF market obligations are met in next few years ◼ Terminal residential fiber cohort penetration rates (40%) combined with higher ARPUs vs. legacy copper network result in material residential sales growth throughout the period ◼ Enterprise revenues are projected to grow at a CAGR of ~3.1% from 2024 – 2031E, leading to an overall recovery of Commercial & Carrier revenue to 2019 levels after multiple years of negative growth ◼ Operationally, COGS efficiency measures and improved operating leverage as fiber penetration ramps throughout the period lead to meaningful Adj. EBITDA margin expansion (~50% by 2031E) Key assumptions ◼ Standalone LRP reflects a build-out cadence that allows Condor to remain within its current liquidity constraints with minimal cushion over the next few years □ Reaches a low point in liquidity of $11m in 2025 ◼ Given limited liquidity, minor fluctuations to the Standalone LRP would result in liquidity issues unless the fiber build-out is slowed further, subscriber growth is pursued less aggressively or paused, and / or new outside capital is injected (which may have a dilutive impact to current shareholders) ◼ Conversely, acceleration of the plan is limited by near-term liquidity constraints without raising external capital or outperformance on penetration / profitability in a challenging market environment ◼ The subsequent analyses do not consider the resulting degradation of liquidity in situations where assumptions in the Standalone LRP are not met or the potential valuation impact of a liquidity shortfall Select observations 222 75 45 60 125 173 200 2023E 2024E 2025E 2026E 2027E 2028E 2029E $619 $849 $925 $1,190 $1,261 $706 $725 2023E 2024E 2025E 2026E 2027E 2028E 2029E

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CAGR $m, unless noted 2020PF 2021PF 2022PF 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E (23-27) (27-31) Residential fiber $127 $199 $290 $380 $443 $513 $581 $648 $694 37% 12% Resi copper, video, voice 324 290 262 243 219 203 186 170 156 (9%) (8%) SMB 91 87 85 86 89 91 94 96 98 (0%) 2% Enterprise1 295 293 296 306 319 332 343 354 364 2% 3% Carrier2 146 136 139 141 143 144 146 147 149 (0%) 1% Other3 133 123 114 108 103 98 94 90 86 (6%) (4%) Revenue $1,238 $1,222 $1,145 $1,115 $1,128 $1,185 $1,264 $1,316 $1,382 $1,443 $1,505 $1,547 4% 4% % growth n.a. (1%) (6%) (3%) 1% 5% 7% 4% 5% 4% 4% 3% Gross profit $1,090 $1,066 $997 $880 $904 $978 $1,059 $1,121 $1,179 $1,234 $1,288 $1,325 6% 4% % margin 88% 87% 87% 79% 80% 82% 84% 85% 85% 85% 86% 86% Adj. EBITDA4 $462 $442 $369 $327 $360 $436 $526 $601 $657 $699 $751 $781 16% 7% % margin 37% 36% 32% 29% 32% 37% 42% 46% 48% 48% 50% 50% Unlevered free cash flow5 $28 $79 $142 $157 $217 $227 $361 $405 n.a. 27% % margin 2% 7% 11% 12% 16% 16% 24% 26% Memo: CapEx ($495) ($359) ($285) ($274) ($319) ($318) ($334) ($231) ($220) (10%) (9%) CapEx % of revenue 44% 32% 24% 22% 24% 23% 23% 15% 14% Change in working capital (17) 7 (2) (6) 4 11 (4) (15) (3) n.a. n.a. EBITDA - CapEx ($168) $1 $151 $252 $282 $339 $366 $519 $560 n.a. 19% % conversion (51%) 0% 35% 48% 47% 52% 52% 69% 72% Cost / passing (pre-CWIP & inventory) $619 $849 $925 $1,190 $1,261 $706 $725 n.a. n.a. 19% n.a. Summary of Standalone LRP Notes: Financials as presented include WA results until transaction close in 2024 1. Enterprise revenue includes other commercial revenue (non-recurring and other services including business systems, joint pole & special projects, commercial video services and other services) 2. Carrier revenue includes other carrier revenue (non-recurring and other services including business systems, joint pole & special projects, commercial video services and other services) 3. Other revenue includes other subsidy revenue (excluding CAF), CAF / RDOF subsidy revenue, special access revenue, network / switched access revenue, USF revenue and other products / services rev. 4. Adj. EBITDA excludes cost of stock-based compensation (“SBC”) 5. Unlevered free cash flow per Standalone LRP; calculated as EBIT – taxes + tax depreciation – stock-based compensation – CapEx + / - change in NWC + net proceeds from asset divestitures; does not consider generated nor utilized NOLs; negative EBIT results in $0 tax paid; contemplating H2-2023 unlevered free cash flow for purposes of valuation 6. Defined as respective metric ÷ Adj. EBITDA Sources: Standalone LRP as approved for Rothschild & Co’s use by the Special Committee on October 12, 2023, pro forma historical periods (2020-2022) provided by Condor Management (normalized to exclude divestures of Ohio and Kansas City operations and wireless partnerships) 11 6 2 Overview of business plan

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CAGR $m 2023E 2024E 2025E 2026E 2027E (23-27) Adj. EBITDA1 $327 $360 $436 $526 $601 16% % margin 29% 32% 37% 42% 46% Build (177) (65) (38) (54) (115) (10%) Success-based (190) (184) (167) (147) (135) (8%) Maintenance capex (128) (109) (79) (73) (69) (14%) CapEx ($495) ($359) ($285) ($274) ($319) (10%) CapEx % of sales 44% 32% 24% 22% 24% Adj. EBITDA1 - CapEx ($168) $1 $151 $252 $282 n.m. % conversion 2 (51%) 0% 35% 48% 47% Levered free cash flow3 ($403) ($143) ($78) $15 $46 n.m. % conversion 2 (123%) (40%) (18%) 3% 8% Leverage4,5 6.6x 6.4x 5.4x 4.4x 3.8x n.m. Memo: Net debt 5 2,159 2,296 2,356 2,336 2,277 n.m. Cash 15 10 10 10 10 n.m. Revolver availability 216 79 1 16 62 n.m. Liquidity6 $231 $89 $11 $26 $72 n.m. Summary of Standalone LRP (cont’d) Select cash flow and leverage metrics Source: Standalone LRP Notes: Financials as presented include WA results until transaction close in 2024 1. Adj. EBITDA excludes cost of SBC 2. Defined as respective metric ÷ Adj. EBITDA 3. Levered free cash flow per Standalone LRP; calculated as Adj. EBITDA – cash taxes (net of NOLs) – CapEx + / - change in NWC – cash interest – finance lease payments – pension / OPEB contributions – one-time items; does not reflect movements in revolver or net proceeds from asset divestitures 12 2 Overview of business plan 4. Leverage defined as net debt ÷ Adj. EBITDA; does not contemplate additional potential add-backs allowed by debt covenants 5. Net debt net of deferred debt issuance costs 6. Total liquidity based on cash on hand and revolver availability

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Valuation perspectives 3 13

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Overview of valuation methodologies and other references Selected public company analysis ◼ Selected publicly-traded companies in the U.S. broadband sector ◼ Analysis based on implied enterprise value multiples of CY 2024 revenue and Adj. EBITDA and CY 2025 Adj. EBITDA ◼ Selected revenue and Adj. EBITDA multiples applied to Condor 2024 revenue and 2024 & 2025 Adj. EBITDA, respectively, based on Standalone LRP1 ◼ Selected precedent acquisition transactions in the U.S. broadband sector ◼ Analysis based on implied transaction enterprise value multiples of last twelve months (LTM) Adj. EBITDA ◼ Selected multiples applied to Condor’s LTM Adj. EBITDA as per Standalone LRP1,2 Selected precedent transactions analysis ◼ Analysis of Standalone LRP □ Valuation date as of June 30, 2023 □ Perpetuity growth rates of 1.5 – 2.5% □ Weighted average cost of capital (WACC) of 9.5 – 10.5% □ Valuation range includes present value of Condor net operating losses which have been valued separately Illustrative discounted cash flow analysis Other references Other metrics Premia paid analysis ◼ Analysis of observed premia to unaffected stock price in all-cash going private transactions and acquisitions □ Going private transactions include U.S. targets with transaction enterprise values above $250m since 2013 with pre-transaction acquiror ownership greater than 15% and less than 50% □ Acquisition transactions include U.S. targets with transaction enterprise values between $1.0 – 5.0bn since 2013 ◼ Implied premia applied to Condor’s unaffected stock price of $2.76 on April 12, 2023 ◼ Implied premia applied to Condor’s current stock price of $3.53 on October 13, 2023 ◼ Condor 52-week stock trading range ◼ Equity research analysts stock price targets (both unaffected and following public announcement of Seagull Group’s going private proposal) □ Includes both target price and intrinsic valuations (if applicable) Source: Standalone LRP; FactSet (as of October 13, 2023) Notes: 1. Financials through 2024E adjusted for pro forma impact of WA divestiture per Condor Management (see p. 17) 2. LTM on like-for-like basis to go-forward business per Condor Management pro forma for divestures of Ohio, Kansas City, Washington operations and wireless partnerships 3 Valuation perspectives 14

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1. Rounded to neared $0.25 except for 52-week high / low and analyst target prices 2. Balance sheet as of June 30, 2023 as per Condor Management: net debt of $1.99bn, net, tax-effected PBO and OPEB of $94.5m, NCI of $8.0m, Investments of $9.1m and preferred equity valued at liquidation preference of $498.3m; FDSO of 118.5m as of October 11, 2023 per Condor Management Sources: Standalone LRP, company filings, FactSet (as of October 13, 2023), Bloomberg (as of October 13, 2023), US Fed, Kroll Cost of Capital Guide Notes: “n.m” denotes implied per-share prices of less than $0.00 Assessment of valuation methodologies 15 3. Financials through 2024E adjusted for pro forma impact of WA divestiture per Condor Management (see p. 17) 4. NPV of WA proceeds and interim cash flows treated as cash-like item for purposes of EV bridge ($68m) 5. NOL schedule based on Standalone LRP 6. Current analyst target prices based, in part, on take-out price; intrinsic represents DCF-based analysis; Selection excludes SADIF Investment Analytics Methodology Per-share value ($ actual)1,2 Implied EV ($bn)2 Assumptions Core methodologies Selected public company analysis EV / 2024E Revenue3,4 $2.5 – 3.1 ◼ EV / 2024E Revenue: 2.25x – 2.75x EV / 2024E Adj. EBITDA3,4 $1.9 – 2.5 ◼ EV / 2024E Adj. EBITDA multiple: 5.5x – 7.0x EV / 2025E Adj. EBITDA4 $2.4 – 3.0 ◼ EV / 2025E Adj. EBITDA multiple: 5.5x – 7.0x Selected precedent transactions EV / LTM Q2’23 Adj. EBITDA3,4 $1.9 – 3.0 ◼ EV / LTM Adj. EBITDA: 6.0x – 9.4x Illustrative discounted cash flow analysis $2.9 – 3.7 ◼ PGR: 1.5 – 2.5% ◼ WACC: 9.5 – 10.5% Other references Premia paid analysis All-cash going private transactions $3.0 – 3.14 $3.0 – 3.14 ◼ 34 – 80% (25th and 75th percentile, respectively) premia to April 12, 2023 closing price of $2.76 ◼ 5 – 32% (25th and 75th percentile, respectively) premia to October 13, 2023 closing price of $3.53 All-cash acquisitions $2.9 – 3.04 $3.0 – 3.24 ◼ 21 – 53% (25th and 75th percentile, respectively) premia to April 12, 2023 closing price of $2.76 ◼ 21 – 53% (25th and 75th percentile, respectively) premia to October 13, 2023 closing price of $3.53 Other metrics 52-week high / low $2.8 – 3.14 ◼ 52-week trading high and low closing prices as of October 13, 2023 Analyst target prices Unaffected $2.8 – 3.04 ◼ Represents low and high of analyst target prices as of April 12, 20236 Analyst target prices Current $3.0 – 3.04 ◼ Represents low and high of analyst target prices as of October 13, 20236 Analyst target prices Intrinsic $3.0 – 3.14 ◼ Represents low and high of analyst DCF-based valuations as of October 13, 20236 April 12th closing price: $2.76 Incl. NOL value5 3.53 Current trading implies 8.3x ’24E EBITDA Seagull Group proposal: $4.70 7.1x multiple implies $0 of equity value 3 Valuation perspectives Reference share prices ◼ Valuation date as of 6/30/2023 3.75 3.75 5.00 4.75 3.25 4.25 4.25 5.50 n.m. n.m. n.m. n.m. 2.50 4.75 4.50 4.00 3.25 9.75 10.50 2.15 2.50 3.75 3.94 5.35 4.50 4.00 4.72 0.00

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Appendix – Valuation supplement A 16

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Washington sale proceeds and interim cash flow NPV and pro forma impact analysis $m, fiscal quarter ending Mar-22A Jun-22A Sep-22A Dec-22A Mar-23A Jun-23A Sep-23E Dec-23E Mar-24E Jun-24E Sale Revenue $5.2 $5.3 $5.2 $5.1 $5.0 $5.1 $5.0 $5.0 $4.8 $4.6 Adj. EBITDA $3.6 $3.7 $3.7 $3.6 $3.5 $3.5 $3.4 $3.4 $3.2 $3.0 (-) Capital expenditures (1.0) (0.9) (1.0) (1.0) (+) Net proceeds from divestiture 65.0 Unlevered free cash flow $2.4 $2.4 $2.2 $2.0 $65.0 NPV of WA assets at 10.0% WACC 68 17 Sources: Standalone LRP, Condor Management, company filings, Bloomberg (as of October 13, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Historical results based on actual results; projected earnings and cash flows based on extract of Washington financials from Standalone LRP as provided by Management 2. Assumes no cash taxes paid related to earnings and cash proceeds per Condor Management Historical and projected Washington cash flows1,2 (Illustrative transaction close date of 6/30/2024) A Appendix – Valuation supplement $

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Memo: implied multiples at Seagull Group proposed price per share Share %52w Market Enterprise EV / Revenue EV / EBITDA Sales Growth $m, unless noted price ($) high cap value 2023E 2024E 2025E 2023E 2024E 2025E Condor (Standalone LRP) $2.76 52% $327 $2,840 2.59x 2.54x 2.40x 9.1x 8.0x 6.5x Condor (Consensus) $2.76 52% $327 $2,840 2.62x 2.57x 2.47x 9.6x 8.6x 7.8x ILEC Lumen $1.32 18% $1,367 $22,386 1.54x 1.62x 1.63x 4.8x 5.0x 5.0x Frontier $16.61 54% 4,199 13,613 2.36x 2.35x 2.27x 6.5x 6.3x 5.8x Mean / median 1.95x 1.98x 1.95x 5.6x 5.7x 5.4x Rural cable Cable One $649.90 74% $3,714 $6,151 3.64x 3.65x 3.59x 6.6x 6.5x 6.4x Shentel $21.66 94% 1,113 1,187 4.15x 3.76x 3.39x 13.9x 12.7x 8.6x Mean / median 3.90x 3.71x 3.49x 10.3x 9.6x 7.5x Cable Charter $449.27 99% $76,732 $172,859 3.16x 3.08x 3.03x 7.9x 7.5x 7.3x Altice $3.05 46% 1,462 26,423 2.88x 2.93x 2.99x 7.4x 7.4x 7.4x WOW $7.10 49% 599 1,453 2.09x 2.08x 2.07x 5.1x 4.8x 4.4x Mean 2.71x 2.70x 2.69x 6.8x 6.6x 6.3x Median 2.88x 2.93x 2.99x 7.4x 7.4x 7.3x Broadband ATN International $33.09 67% $528 $1,063 1.40x 1.36x 1.30x 5.7x 5.3x 4.9x Overall peer mean 2.65x 2.60x 2.53x 7.2x 7.0x 6.2x Overall peer median 2.62x 2.64x 2.63x 6.6x 6.4x 6.1x Condor (Standalone LRP) $4.70 88% $557 $3,070 2.80x 2.74x 2.59x 9.8x 8.7x 7.0x Condor (Consensus) $4.70 88% $557 $3,070 2.83x 2.77x 2.67x 10.4x 9.3x 8.4x Selected public company analysis: valuation benchmarking 18 Sources: company filings, FactSet (as of October 13, 2023 and April 12, 2023), Standalone LRP Notes: 1. Condor share price as of April 12, 2023; all other companies as of October 13, 2023 2. Share price as a percent of 52-week high closing prices as of October 13, 2023 3. Valuation date as of June 30, 2023; enterprise value to equity value bridge based on balance sheet as of June 30, 2023 as per Condor Management; FDSO of 118.5m as of October 11, 2023 per Condor Management 3,4,5 1 3,4,6 7 2 A Appendix – Valuation supplement 4. NPV of WA proceeds and interim cash flows treated as cash-like item ($68m; see p. 17) 5. Metrics based on Standalone LRP; 2023 – 2024 financials adjusted for pro forma impact of WA divestiture per Condor Management 6. Metrics based on median consensus estimates as of October 13, 2023; 2023 – 2024 financials adjusted for pro forma impact of WA divestiture per Condor Management 7. Lumen capitalization pro forma for divestiture of EMEA Business 3,4,5 3,4,6

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Target Acquiror EV ($bn) $0.3 $1.6 $0.9 $0.7 $0.2 $3.1 $0.3 $2.0 $10.5 $1.4 $7.5 Date Jun-14 Dec-16 Feb-17 Jul-17 Dec-19 Mar-20 Jan-21 Dec-13 Jan-14 May-19 Aug-21 Sources: company filings, press releases Notes: 1. Transaction multiples recognized on an LTM EBITDA basis as of announcement date unless otherwise noted 2. Based on Seagull Group proposed price per share of $4.70; per Balance sheet as of June 30, 2023 as per Condor Management; FDSO of 118.5m as of October 11, 2023 per Condor Management; NPV of WA sale proceeds and interim cash flows treated as cash-like item (see p. 17) 3. LTM Adj. EBITDA per Condor Management on like-for-like basis to Standalone LRP pro forma for divestures of Ohio and Kansas City operations and wireless partnerships; adjusted for pro forma impact of WA divestiture per Condor Management Selected precedent transactions Select U.S. broadband sector transactions since 20131 Full company acquisition Corporate carve-outs Mean: 5.5x Median: 5.2x Mean: 6.8x Median: 6.4x 19 (CA, TX, FL assets) 5 (CT assets) 4 (WA, OR, ID, MT assets) 6 (ILEC assets) 7 A Appendix – Valuation supplement 4. Acquisition of wireline operations in Connecticut; 2014 PF Day 1 EBITDA from company investor presentation issued 12/17/13 5. Sale of wireline operations in California, Texas and Florida based on total consideration and segment EBITDA from investor presentation 2/5/15 and 8-K 6/2/15, respectively 6. Sale of operations and associated assets in Washington, Oregon, Idaho and Montana 7. Sale of ILEC business including consumer, SMB, wholesale and mostly copper-served enterprise customers and assets in 20 states; multiple as-disclosed by Lumen based on 2020E EBITDA Seagull Group proposal: 9.6x2,3 7.3x 6.0x 9.4x 6.1x 6.4x 7.6x 5.0x 4.8x 6.7x 5.0x 5.5x 7

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3 Illustrative discounted cash flow analysis 20 Projected cash flows1 $m H2-2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E Total revenue $564 $1,128 $1,185 $1,264 $1,316 $1,382 $1,443 $1,505 $1,547 $1,547 % growth n.m. 5.1% 6.6% 4.1% 5.0% 4.5% 4.3% 2.8% Adj. EBITDA 175 360 436 526 601 657 699 751 781 781 % margin 30.9% 31.9% 36.8% 41.6% 45.7% 47.6% 48.4% 49.9% 50.5% (-) One-time items -- (15) (13) (15) (15) (15) (15) (15) (15) (15) (-) D&A (241) (328) (241) (206) (187) (227) (265) (283) (276) (201) (+) Gain on asset divestitures -- 60 -- -- -- -- -- -- -- -- EBIT (66) 77 181 305 399 415 419 453 489 564 (-) Tax at 26% marginal rate -- (20) (47) (79) (104) (108) (109) (118) (127) (147) NOPAT (66) 57 134 226 296 307 310 335 362 418 (+) D&A 241 328 241 206 187 227 265 283 276 201 (-) CapEx (186) (359) (285) (274) (319) (318) (334) (231) (220) (201) (+) Untaxed proceeds from asset divestitures -- 5 -- -- -- -- -- -- -- -- (-) Stock-based compensation (5) (10) (10) (10) (10) (10) (10) (10) (10) (10) (+/-) Source / (use) of NWC (85) 7 (2) (6) 4 11 (4) (15) (3) (3) Unlevered FCF ($101) $28 $79 $142 $157 $217 $227 $361 $405 $405 Terminal period Sources: Standalone LRP, company filings, Bloomberg (as of October 13, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Projected unlevered cash flows as per Standalone LRP 2. Terminal period assumptions per Condor Management and approved by the Special Committee; D&A assumed equal to CapEx per Condor Management 2 5 4 3 A Appendix – Valuation supplement 3. Per Condor Management, one-time items are tax deductible; SBC not tax deductible 4. 26% tax rate as per Condor Management 5. 50% of full year 2023E D&A per Condor Management and approved by the Special Committee 5

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Sources: Standalone LRP, company filings, Bloomberg (as of October 13, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Projected unlevered cash flows as per Standalone LRP 2. Terminal period assumptions per Condor Management and approved by the Special Committee; D&A assumed equal to CapEx per Condor Management 3. Valuation date as of June 30, 2023 Enterprise value ($m) Implied terminal multiple at PGR of at PGR of WACC 1.50% 1.75% 2.00% 2.25% 2.50% 1.50% 1.75% 2.00% 2.25% 2.50% 9.50% $3,354 $3,440 $3,533 $3,631 $3,737 6.6x 6.8x 7.1x 7.3x 7.6x 9.75% 3,223 3,303 3,388 3,479 3,576 6.4x 6.6x 6.8x 7.1x 7.3x 10.00% 3,100 3,174 3,253 3,337 3,426 6.2x 6.4x 6.6x 6.8x 7.1x 10.25% 2,985 3,053 3,126 3,204 3,286 6.0x 6.2x 6.4x 6.6x 6.9x 10.50% 2,876 2,940 3,007 3,079 3,155 5.9x 6.0x 6.2x 6.4x 6.6x Implied share price Implied share price (incl. NOLs) at PGR of at PGR of WACC 1.50% 1.75% 2.00% 2.25% 2.50% 1.50% 1.75% 2.00% 2.25% 2.50% 9.50% $6.52 $7.25 $8.03 $8.86 $9.76 $7.19 $7.92 $8.70 $9.53 $10.42 9.75% 5.42 6.09 6.81 7.58 8.40 6.08 6.75 7.47 8.24 9.06 10.00% 4.38 5.01 5.67 6.38 7.13 5.04 5.66 6.33 7.04 7.79 10.25% 3.41 3.99 4.60 5.26 5.95 4.06 4.64 5.26 5.91 6.61 10.50% 2.49 3.03 3.60 4.20 4.85 3.14 3.68 4.25 4.85 5.50 Illustrative discounted cash flow analysis sensitivities 21 3 Sensitized valuation range1,2 4 4,5 Terminal value accounts for approximately 71 – 77% of DCF enterprise value 4. Valuation date as of June 30, 2023; enterprise value to equity value bridge based on balance sheet as of June 30, 2023 as per Condor Management; FDSO of 118.5m as of October 11, 2023 per Condor Management 5. See p. 23 A Appendix – Valuation supplement

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3.75 n.m. 5.08 3.05 4.70 1.01 4.53 7.32 7.49 6.09 7.51 6.64 6.13 7.41 Illustrative DCF sensitivity to varying operating assumptions Does not contemplate potential impacts to liquidity and NOL usage 22 Appendix – Valuation supplement Implied per-share DCF midpoint range Base assumption 1,2,3 Item Sources: Standalone LRP, company filings, Bloomberg (as of October 13, 2023), US Fed, Kroll Cost of Capital Guide Notes: 1. Sensitivity analyses vs. Standalone LRP 2. Valuation date as of June 30, 2023; enterprise value to equity value bridge based on balance sheet as of June 30, 2023 as per Condor Management; FDSO of 118.5m as of October 11, 2023 per Condor Management 3. Assumes WACC of 10.0% and PGR of 2.0% ~3.1% 0% 5% ~50.5% 45% 51% Sensitivity range 35% 45% 40% -$200 vs. base +$200 vs. base ~$850 – ~1,250; ~$725 10% 13% 15% Base DCF (ex. NOLs) midpoint: $5.67 Enterprise sales growth rate ◼ Enterprise sales decline ~1% in 2023E and grow at a CAGR of ~3.1% from 2024 – 2031E ◼ Adj. EBITDA margin reaches ~50.5% by 2031E Terminal Adj. EBITDA margin Residential fiber terminal penetration ◼ Residential fiber cohorts reach 40% penetration by year 6 Cost per home passed ◼ Blended cost per home passed increases from ~$850 in 2024 to ~$1,250 by 2027, dropping to ~$725 thereafter (pre-CWIP / Inventory) Non-video COGS % of sales ◼ COGS % of sales decline from ~15.1% in 2023E and stepped down to 12.0% by 2027E; held at 12.0% through 2031E Terminal CapEx % of sales ◼ “Steady-state” CapEx estimated at 13% of sales in terminal period Residential fiber ARPU growth rate ◼ Existing residential fiber subscriber ARPU grown at 4.0% p.a.; new cohort residential fiber subscriber ARPU grown at 5.0% p.a ~15.0 – 12.0% -100 bps vs. base +100 bps vs. base 0%; 1% 5%; 6% 4%; 5% A

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Illustrative NOL valuation analysis 23 $m H2-2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E Memo: Taxable income $52 $114 $196 $266 $278 $280 $304 $329 Restricted federal NOLs utilized 52 89 -- -- -- -- -- -- Unrestricted federal NOLs utilized -- 20 157 171 -- -- -- -- Total federal NOLs used 52 109 157 171 -- -- -- -- (x) Tax rate 21% 21% 21% 21% 21% 21% 21% 21% FV of federal NOL benefit 11 23 33 36 -- -- -- -- Projected NOL utilization1,2 3 4 6 1. Projected federal NOL generation and utilization per Standalone LRP 2. Valuation date as of June 30, 2023 3. Restricted federal NOLs generated prior to 2018 4. Unrestricted federal NOLs generated during or after 2018; subject to 80% of taxable income limitation Sources: Standalone LRP, company filings, Bloomberg (as of October 13, 2023), US Fed, Kroll Cost of Capital Guide Notes: 5. 21% federal tax rate as per Condor Management 6. Valuation date as of June 30, 2023; FDSO of 118.5m as of October 11, 2023 per Condor Management 5 Discount Cumulative Incr. value rate PV per share 9.50% $79.0 $0.67 9.75% 78.5 0.66 10.00% 78.0 0.66 10.25% 77.5 0.65 10.50% 77.0 0.65 A Appendix – Valuation supplement

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Implied levered beta Implied cost of equity Implied WACC Gross Gross Pre-tax cost at unlevered beta of at unlevered beta of at unlevered beta of debt / cap debt / equity of debt 0.40 0.49 0.60 0.40 0.49 0.60 0.40 0.49 0.60 30.0% 42.9% 10.0% 0.53 0.64 0.79 10.7% 11.5% 12.5% 9.7% 10.3% 10.9% 40.0% 66.7% 10.0% 0.60 0.73 0.90 11.2% 12.1% 13.2% 9.7% 10.2% 10.9% 50.5% 102.1% 10.0% 0.70 0.86 1.05 11.9% 12.9% 14.2% 9.6% 10.1% 10.8% 60.0% 150.0% 10.0% 0.84 1.03 1.27 12.8% 14.1% 15.7% 9.6% 10.1% 10.7% 70.0% 233.3% 10.0% 1.09 1.33 1.64 14.5% 16.1% 18.2% 9.5% 10.0% 10.6% Market Debt Pref. Debt / Debt / Tax Beta Peer cap ($m) ($m) eq. ($m) equity cap rate (%) Levered Unlevered Re-levered Frontier $4,199 $11,424 – 272% 73% 25% 1.14 0.37 0.66 Cable One 3,714 3,790 – 102% 51% 25% 1.02 0.58 1.02 Shentel 1,113 127 – 11% 10% 25% 1.01 0.93 1.64 WOW 599 877 – 146% 59% 25% 1.03 0.49 0.86 ATN International 528 539 – 102% 51% 25% 0.72 0.41 0.72 75th percentile 59% 1.03 0.58 Mean 49% 0.98 0.55 Median 51% 1.02 0.49 25th percentile 51% 1.01 0.41 Condor $327 $2,192 $498 823% 89% 26% 1.06 0.15 0.26 Cost of equity Risk-free rate 5.0% Levered beta 0.86 Equity risk premium 6.8% Size premium 2.2% Cost of equity 12.9% Cost of debt Cost of debt (pre-tax) 10.0% Tax shield (2.6%) Cost of debt (post-tax) 7.4% Weighted average cost of capital (WACC) 24 Selected public company beta analysis Implied WACC Based on CAPM analysis and historical trading yields, estimated WACC range for Condor is 9.5 - 10.5% 1 2 3 3 4 5 6 7 8 9 10 10 8 1. Based on median gross debt to capital ratio of peer references 2. Based on peer median 2-year adjusted historical beta (weekly periodicity, regressed against S&P 500) per Bloomberg (as of October 13, 2023) 3. Unlevered beta = Bloomberg adjusted beta ÷ ( 1+ ( 1 – marginal tax rate) × D/E ) 4. Based on current yield on 20-year US Treasury (as of October 13, 2023) 5. Based on the average of Kroll’s Supply-side ERP methodology (6.4%) and Historical ERP methodology (7.2%) per Kroll’s Cost of Capital Guide (as of December 31, 2022) 6. Based on Kroll’s size premia analysis per Kroll’s Cost of Capital Guide (9th decile, as of December 31, 2022) Sources: company filings, FactSet (as of October 13, 2023 and April 12, 2023), Bloomberg (as of October 13, 2023 and April 12, 2023), US Federal Reserve, Kroll Cost of Capital Guide, Pitchbook LCD Research Notes: 7. Average of Single-B new-issue first-lien yield to maturity (Pitchbook LCD Research) and Single-B US High Yield Index Semi-Annual Yield to Worst (FRED) 8. 26% tax rate as per Condor Management 9. Condor beta and share price as of April 12, 2023; Valuation date as of June 30, 2023 as per Condor Management; Balance sheet as of June 30, 2023 as per Condor Management; FDSO of 118.5m as of October 11, 2023 per Condor Management 10. Illustratively includes preferred equity as debt-like item A Appendix – Valuation supplement

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34% 51% 63% 80% 25th percentile Median Mean 75th percentile Implied Condor share price based on $2.76 unaffected price: $3.34 $3.64 $3.99 $4.23 21% 32% 45% 53% 25th percentile Median Mean 75th percentile Premia paid analysis: premia to unaffected price 25 Going private transactions1 Public acquisition transactions2 A Appendix – Valuation supplement Implied Condor share price based on $2.76 unaffected price: $3.71 $4.18 $4.50 $4.97 Sources: company filings, Refinitiv, FactSet (as of October 13, 2023) Notes: 1. Includes all-cash going private transactions of U.S. companies with enterprise values of greater than $250m led by shareholders with ownership between 15% and 50% since January 1, 2013 2. Includes all-cash acquisitions of U.S. companies by third parties with enterprise values of $1.0 – 5.0bn since January 1, 2013; premium to one day prior to announcement date or date transaction publicly rumored

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Implied Condor share price based on 10/13/2023 closing price of $3.53: $4.27 $4.65 $5.10 $5.41 Implied Condor share price based on 10/13/2023 closing price of $3.53: $3.69 $4.08 $4.80 $4.65 5% 16% 36% 32% 25th percentile Median Mean 75th percentile Premia paid analysis: premia to last trading price 26 Going private transactions1 Public acquisition transactions2 Sources: company filings, Refinitiv, FactSet (as of October 13, 2023) Notes: 1. Includes all-cash going private transactions of U.S. companies with enterprise values of greater than $250m led by shareholders with ownership between 15% and 50% since January 1, 2013 2. Includes all-cash acquisitions of U.S. companies by third parties with enterprise values of $1.0 – 5.0bn since January 1, 2013; premium to one day prior to announcement date or date transaction publicly rumored A Appendix – Valuation supplement 21% 32% 45% 53% 25th percentile Median Mean 75th percentile

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– $2.00 $4.00 $6.00 $8.00 $10.00 - 20% 40% 60% 80% 100% Oct-21 Apr-22 Oct-22 Apr-23 Oct-23 % of ratings Buy Hold Sell Share price Target price $4.50 $2.50 $4.00 $4.00 $3.75 $4.00 Analyst price targets 27 Analyst sentiment over time1 Analyst price targets2 Number of broker recommendations 4 4 4 4 4 Target price as of Unaffected date Current price target Average target price over time1 Memo: $3.94 based on DCF Memo: Scenario weighted; 75% based on $4.00 Seagull Group proposal and 25% based on average of $4.72 DCF valuation and $1.58 2023 EV / OIBDA valuation (9.5x) Memo: $4.00 based on DCF Sources: FactSet (as of October 13, 2023), Bloomberg (as of October 13, 2023) Notes: 1. Target prices based on 100-day FactSet consensus window 2. Selection excludes SADIF Investment Analytics A Appendix – Valuation supplement $ actual Oct-21 Apr-22 Oct-22 Apr-23 Oct-23 Average target price $8.17 $5.50 $5.83 $4.00 $3.92 % Premium vs. spot 10.4% (7.6%) 12.8% 3.4% 11.0%

Exhibit (c)(ix)

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March 2023 Discussion materials

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Agenda Page 1 Consolidated trading update and industry backdrop 1 2 Appendix 10

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CNSL public market overview Stock price performance since 01/01/2021 (indexed to 100) Source: Company filings, Factset as of 03/10/23, Wall Street research S&P500 Public market overview ($mm) Current price (03/10/23) $2.63 % of 52-week high 31.0% Diluted shares outstanding 117.8 Market capitalization $310 Plus: Debt 2,283 Less: Cash (414) Plus: Minority interests 8 Plus: Preferred stock 477 Firm value $2,664 Less: Unconsolidated investments (10) Adjusted firm value $2,654 Valuation (Street) Metric Multiple Adj FV / Revenue CY2023E $1,143 2.3x CY2024E 1,151 2.3x Adj FV / EBITDA (post-SBC) CY2023E $311 8.5x CY2024E 343 7.7x Leverage Total debt / LTM EBITDA (pre-SBC) $384 5.9x Net debt / LTM EBITDA (pre-SBC) 384 4.9x 1

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8.5x 6.8x 5.1x Consumer broadband providers’ current footprint and passings target Adj. FV / 2023 EBITDA (post-sbc) 3 Net debt / LTM EBITDA (pre-sbc) 3 22.0 5.2 3.1 1.0 Q4 2022 fiber passings (mm) 30.0+ 10.0 + 9.0 2.0 12.0 Fiber target passings (mm) 27% 35% 32% % EBITDA margin: 70% 67% 50% 41% % of Legacy footprint targeted for Ftth 73% 52% 50% 34% % of Fiber target passings completed Source: Company filings, Factset as of 03/10/23, Wall Street research 1 Includes saleable consumer and business locations 2 Average of 8mm to 10mm fiber addressable location opportunity 3 Debt is inclusive of pensions of $124mm for Consolidated, $2.4bn for Lumen, and $1.1bn for Frontier, tax-affected at respective applicable tax rate; 4 CNSL reiterated its target passings from 2025 to 2026; 5 Based on EBITDA (pre-SBC) from continuing operations only 4.9x 3.8x 3.8x 1 1 Historical targets 2 (2025) (2025 / 2026) (2026)4 (2025) 5 2

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3,250 605 988 133 72 550 403 1,224 2,250 500 900 175 100 225 1,300 Many consumer broadband providers missed build targets for 2022 and are moderating their build pace for 2023 Source: Company reports, MoffettNathanson estimates and analysis 2022 Fiber deployment surplus / deficit vs. Beginning of year targets (000s) (500) (395) (312) (27) (3) 0 3 224 Shift driven by cost inflation, labor availability, funding costs and ability of sales & installs to keep up 2022 Actual build 1,600 1,600 N/A 2022 Fiber deployment vs. 2023 Targets (000s) 2023 Target Build - Prior 2023 Target Build - Current 400 3,750 1,750 Target adjusted to account for ~2mm unsaleable locations already built 3

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Company YTD 1 yr ago 2 yr ago 3 yr ago (22%) (68%) (89%) (85%) (3%) (41%) (48%) (31%) (10%) (56%) (65%) (59%) 1% (22%) (38%) (10%) 6% (45%) (43%) 106% 18% (9%) (64%) (57%) (27%) (53%) (63%) (57%) (4%) (6%) N/A N/A (49%) (75%) (81%) (76%) (0%) 13% 9% 64% 0% 5% (19%) (32%) (7%) (31%) (36%) (35%) S&P 500 1% (9%) (1%) 34% Traditional Broadband has suffered significant declines from pre-Covid levels Source: Factset as of 03/10/23 1 Represents total return performance; 2 Weighted average of Wireless companies that include T, TMUS and VZ; 3 Weighted average of FttH Upgrade companies that include CNSL, FYBR, LUMN and SHEN; 4 Weighted average of cable companies that include ATUS, CABO, CMCSA, CHTR ad WOW 1-year stock performance (indexed to 100)1 FttH Upgrade3 S&P 500 Cable4 FttH vs. S&P: 1-year stock performance (indexed to 100)1 S&P 500 Cable vs. S&P: 1-year stock performance (indexed to 100)1 Share price performance S&P 500 4 Wireless2 (for reference only)

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9.6x 11.2x 18.9x 8.6x 6.6x 10.7x 5.8x 6.3x 5.4x 8.4x 7.4x 6.3x 8.2x 11.2x 15.2x 8.7x 5.8x 15.1x 6.1x 7.0x 4.5x 8.0x 6.6x 7.5x 7.9x 7.0x 6.8x 6.2x 5.8x 14.0x 8.5x 6.8x 5.1x 8.6x 6.4x 6.4x (87.7%) (85.8%) (38.5%) (56.2%) (63.4%) (66.5%) (22.9%) (37.0%) 29.5% (52.1%) Median: (38.5%) (56.2%) (61.4%) (37.5%) (64.0%) (70.2%) NA (19.1%) (79.7%) (78.6%) Median: (64.0%) (53.9%) 41.8% 9.2% (36.7%) (9.6%) (37.0%) (32.1%) Median: (36.7%) (9.6%) Macroeconomic backdrop has compressed both multiples and share prices Competition from FttH and FWA has taken Cable market share and challenged Cable valuations Source: Company filings, Wall Street research, Factset as of 03/10/23; 1 Pre-COVID figures as of 02/21/20; 2 Cable highs figures as of 09/22/21; 3 Post-bankruptcy figure as of 05/07/21 Pre-COVID1 Cable highs2 Cable FttH upgrade Share price ∆ since Adj. FV / EBITDA as of Multiple + / – Since Pre-COVID1 Cable highs2 Company Range: 5.8x – 18.9x Median: 8.5x Range: 6.1x – 15.2x Median: 8.1x Range: 6.2x – 14.0x Median: 6.9x Wireless (for reference only) Pre-COVID1 (FV / 2020E EBITDA) Cable highs2 (FV / 2022E EBITDA) Current (FV / 2023E EBITDA) 3 7.4x 7.5x 6.4x 6.1x 6.6x 7.7x 9.6x 8.7x 6.8x (1.7x) (0.3x) (4.2x) (4.2x) (12.1x) (8.4x) (2.3x) (2.5x) (0.7x) (0.0x) (2.3x) (2.5x) 3.3x (1.1x) 2.7x 2.4x 0.5x (0.2x) (0.3x) 0.7x 1.6x 0.2x 0.2x 0.7x 0.1x (0.2x) (1.0x) (1.1x) 0.1x (0.2x) 5

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Selected U.S. FttH / consumer broadband transactions 6 7.8x1 8.4x1 12.7x1 6.5x1 7.3x1 8.1x 2 7.6x 10.1x 9.4x 9.5x 8.3x 4.8x 11.5x 8.2x 13.6x 11.6x 10.1x 11.7x 5.0x 7.2x 15.0x 17.8x 12.4x 4.9x 17.2x 24.1x 11.0x Target Acquiror Date Mar 2015 May 2015 May 2015 Sep 2015 Aug 2016 Dec 2016 Jan 2017 Mar 2017 May 2017 July 2017 July 2017 Apr 2019 May 2019 Mar 2020 Jun 2020 Sep 2020 Nov 2020 Jan 2021 Feb 2021 Mar 2021 Jun 2021 Size ($bn) $10.4bn $9.1bn $78.7bn $17.7bn $2.3bn $1.5bn $0.7bn $0.7bn $2.4bn $1.4bn $0.3bn $0.5bn $1.4bn $2.9bn N/A $0.6bn $8.1bn $0.3bn $2.2bn $0.3bn $1.7bn N.V. Source: Company filings, Wall Street research, press releases 1 Adjusted for value of tax assets and synergies; 2 Adjusted for synergies; 3 Adjusted for value of tax asset; 4 Represents latest FY multiple Note: Altice / Cablevision: 6.1x multiple based on consolidated metrics which include ($147mm) of Media and other; 6.5x multiple based on Cable operations and Lightpath metrics only; 8.8x multiple based on consolidated metrics which include ($147mm) of Media and other; 8.8x multiple based on Cable operations and Lightpath metrics only; TPG / RCN Grande: 8.3x multiple based on estimate from equity research; CDPQ / Cogeco: CDPQ’s investment in Atlantic Broadband and Metrocast is for a 21% (non-control) position in the pro forma company; CDPQ acquired 21% equity stake for $315mm in cash; Cable One / Mega Broadband: Cable One acquired 45% equity stake for $574mm in cash; Cable One / Hargray: 17.2x multiple based on 4Q20 LQA EBITDA; Altice / Morris: 7.4x multiple based on 2022E EBITDA including estimated run-rate synergies and PV of tax benefits; 24.1x multiple based on 4Q20 LQA EBITDA; Rogers / Shaw: 10.7x multiple based on 2021E EBITDA; Astound & Atlantic Broadband / WOW!: Astound to acquire WOW!’s Cleveland and Columbus service areas, Atlantic Broadband to acquire WOW!’s Chicago, Evansville, and Anne Arundel service areas at a multiple of 10.9x for the Atlantic Broadband transaction and a combined multiple of 11.0x; Atlantic Broadband / WOW! multiple of 10.9x is on a synergized EBITDA FV / EBITDA multiples N.V. 8.8x 6.5x 6.1x FV / 1-yr fwd EBITDA 7.4x 12.7x1 FV / LTM EBITDA 10.9x 8.8x2 8.8x 9.0x 3 3 8.4x2 6.6x1 8.6x2 8.4x1 Northwest assets 4 3

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% conversion NM / NM NM / NM NM / NM $1,135 $1,143 $1,143 $1,151 $1,157 $1,187 2023E 2024E 2025E Pre Q4'22 earnings Street $495 $441 $442 $447 $434 $459 2023E 2024E 2025E Pre Q4'22 earnings Street Revenue EBITDA (post-sbc) Capex EBITDA (pre-sbc) – Capex % y/y growth (1%) / (4%) 1% / 1% 1% / 3% % revenue 44% / 52% 39% / 44% 37% / 44% $346 $363 $384 $311 $343 $397 2023E 2024E 2025E Pre Q4'22 earnings Street % margin 30% / 27% 32% / 30% 33% / 33% Summary of CNSL’s financial projections % y/y growth (10%) / (17%) 5% / 10% 6% / 16% Source: Factset, Broker reports as of 03/10/23 ’23-’25 CAGR 1.0% / 1.9% ’23-’25 CAGR 5.4% / 12.9% ’23-’25 CAGR (6.4%) / 2.0% ’23-’25 CAGR NM / NM 0.8% 0.8% 2.5% (10.9%) 1.2% 5.8% (10.0%) (5.6%) 3.3% ($139) ($68) ($39) ($120) ($94) ($52) 2023E 2024E 2025E Pre Q4'22 earnings Street (13.6%) 39.3% 35.2% 7

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Areas of discussion and focus Analyst Sentiment & Expectations Revenue estimates | Last 2 years EBITDA estimates | Last 2 years Capex estimates | Last 2 years ⚫ FY22 results in line or ahead of research analyst expectations, though a decline in 2023 guidance likely pushes the full inflection point on EBITDA growth for the Company to 2024 ⚫ Penetration rates and ARPU appear in line or ahead of street estimates ⚫ Research analysts focused on the achievement of forecast passings growth and discipline to stay-in-line with publicly stated cost targets ⚫ Company appears to have adequate near-term liquidity due to $600mm+ in assets sales in FY22, however believes cash could become tight by the end of 2023 (though this can be offset with additional $200mm of asset sales) Current research analysts’ recommendations Source: Factset estimates and Research Analysts as of 03/10/2023 1 Represents the upside / (downside) of the current price target of the current price (as of the publish date). Broker Rec. Date Current Target Price Prior Target Price Upside/ Downside1 Metho-dology Multiple Citigroup Sell 3/1/23 $2.50 NA (17)% NA NA Cowen Hold 3/1/23 $4.50 $6.50 49% DCF 7.7x ’23 EBITDA Wells Fargo Hold 3/1/23 $4.00 $7.00 32% DCF 6.6x ‘23 EBITDA Median $4.00 $6.75 32% $ 50 $ 250 $ 450 Mar-2021 Sep-2021 Mar-2022 Sep-2022 Mar-2023 2023 Capex 2024 Capex 2025 Capex 2026 Capex $ 250 $ 450 $ 650 Mar-2021 Sep-2021 Mar-2022 Sep-2022 Mar-2023 2023 EBITDA 2024 EBITDA 2025 EBITDA 2026 EBITDA $ 1,000 $ 1,200 $ 1,400 $ 1,600 Mar-2021 Sep-2021 Mar-2022 Sep-2022 Mar-2023 2023 Revenue 2024 Revenue 2025 Revenue 2026 Revenue 8

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Evolution of Research analyst Perspectives Research analyst target prices have tracked down with overall stock price, with 2 of the 3 analysts aligned around a hold rating Source: Research Analysts as of 03/10/2023 # Analysts 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 33% 33% 33% 33% 67% 67% 67% 67% 100% 100% 100% 100% 67% 67% 67% 67% 67% 67% 67% 67% 67% 33% 33% 33% 33% 33% 33% 33% 33% 33% $1.75 $3.50 $5.25 $7.00 $8.75 $10.50 (Price ($) Buy Hold Sell Price Target Price 9

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Agenda Page 1 Consolidated trading update and industry backdrop 1 2 Appendix 10

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Fiber - trading metrics FV / EBITDA FV / EBITDA (growth adj.) FV / (EBITDA - Capex) P / LFCF / share ($mm USD, except share price) Share price as of 03/10/23 % of 52 week high Market cap Adj. firm value CY2023E CY2024E CY2023E CY2024E CY2023E CY2024E CY2023E CY2024E Net leverage Dividend yield Cable Altice $3.58 27.2% $1,678 $26,902 7.9x 7.8x NM 8.4x 16.3x 15.6x 6.0x 3.7x 6.3x NA Charter 329.49 56.4% 56,448 152,018 7.0x 6.8x 3.0x 1.7x 13.8x 14.0x 10.9x 10.5x 4.5x NA Cable One 643.01 40.8% 3,711 6,185 6.8x 6.7x 2.9x 3.1x 12.1x 11.7x 10.9x 10.4x 4.0x 1.8% Comcast 35.31 72.9% 150,458 233,464 6.2x 5.9x 2.1x 1.2x 9.3x 8.7x 11.7x 10.1x 2.5x 3.3% WideOpenWest 9.65 42.1% 846 1,542 5.8x 5.4x 2.1x 0.7x 38.8x 30.3x 49.4x NM 2.5x NA Mean 47.9% 6.7x 6.5x 2.5x 3.0x 18.1x 16.1x 17.8x 8.7x 4.0x 2.5% Median 42.1% 6.8x 6.7x 2.5x 1.7x 13.8x 14.0x 10.9x 10.3x 4.0x 2.5% FttH Upgrade Shentel $18.69 72.1% $954 $976 14.0x 9.8x 3.2x 0.2x NM NM NM NM 0.4x 0.4% Consolidated Communications 2.63 31.0% 310 2,654 8.5x 7.7x NM 0.8x NM NM NM NM 4.9x NA Frontier 24.34 78.9% 6,110 13,931 6.8x 6.6x 3.6x 1.6x NM NM NM NM 3.8x NA Lumen 2.68 21.4% 2,757 23,990 5.1x 5.3x NM NM 14.4x 18.5x 44.1x 29.6x 3.8x NA Mean 50.8% 8.6x 7.4x 3.4x 0.9x 14.4x 18.5x 44.1x 29.6x 3.2x 0.4% Median 51.5% 7.7x 7.2x 3.4x 0.8x 14.4x 18.5x 44.1x 29.6x 3.8x 0.4% Wireless (for reference only) T-Mobile $139.51 90.4% $171,520 $246,641 8.6x 8.0x 0.8x 0.9x 13.1x 11.6x 12.5x 9.7x 2.8x NA AT&T 18.43 80.7% 132,067 277,066 6.4x 6.3x 1.8x 2.6x 13.0x 11.2x 8.4x 7.8x 3.4x 6.0% Verizon 36.68 66.1% 154,828 307,261 6.4x 6.3x NM 3.8x 10.6x 9.8x 9.1x 8.0x 3.1x 7.1% Mean 79.0% 7.2x 6.9x 1.3x 2.4x 12.3x 10.9x 10.0x 8.5x 3.1x 6.6% Median 80.7% 6.4x 6.3x 1.3x 2.6x 13.0x 11.2x 9.1x 8.0x 3.1x 6.6% Source: Company filings, Wall Street research, Factset as of 03/10/23 10

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Fiber - operating metrics Source: Company filings, Wall Street research, Factset as of 03/10/23 Revenue growth EBITDA growth CAGR (2022E - 2024E) EBITDA margin Capex as % Capex as % Cash ($mm USD) CY2023E CY2024E CY2023E CY2024E Revenue EBITDA CY2023E CY2024E of revenue of EBITDA conversion Cable Altice (3.9%) (1.7%) (7.0%) 0.9% (2.8%) (3.1%) 36.9% 37.8% 19.1% 51.8% 48.2% Charter 2.2% 2.9% 2.4% 4.0% 2.5% 3.2% 39.2% 39.6% 19.3% 49.2% 50.8% Cable One (2.0%) (0.5%) 2.3% 2.1% (1.2%) 2.2% 54.5% 55.9% 24.0% 44.1% 55.9% Comcast (0.8%) 3.0% 3.0% 4.8% 1.0% 3.8% 31.2% 31.7% 10.4% 33.4% 66.6% WideOpenWest (0.4%) 1.0% 2.7% 7.4% 0.3% 5.1% 37.7% 40.2% 32.1% 85.0% 15.0% Mean (1.0%) 0.9% 0.7% 3.8% (0.0%) 2.2% 39.9% 41.0% 21.0% 52.7% 47.3% Median (0.8%) 1.0% 2.4% 4.0% 0.3% 3.2% 37.7% 39.6% 19.3% 49.2% 50.8% FttH Upgrade Shentel 6.1% 15.9% 4.4% 42.6% 10.9% 22.0% 24.5% 30.2% 95.4% NM NM Consolidated Communications (4.0%) 0.7% (16.7%) 10.0% (1.7%) (4.2%) 27.2% 29.8% 43.3% NM NM Frontier (0.7%) 1.2% 1.9% 4.1% 0.3% 3.0% 35.4% 36.4% 48.8% NM NM Lumen (5.2%) (3.6%) (14.2%) (3.6%) (4.4%) (9.1%) 31.8% 31.8% 20.5% 64.4% 35.6% Mean (0.9%) 3.5% (6.1%) 13.3% 1.3% 2.9% 29.7% 32.1% 52.0% 64.4% 35.6% Median (2.3%) 0.9% (6.1%) 7.1% (0.7%) (0.6%) 29.5% 31.0% 46.0% 64.4% 35.6% Wireless (for reference only) T-Mobile 1.8% 3.3% 10.6% 8.6% 2.5% 9.6% 35.3% 37.1% 12.1% 34.2% 65.8% AT&T 1.5% 1.3% 3.7% 2.4% 1.4% 3.0% 35.1% 35.5% 17.7% 50.5% 49.5% Verizon 0.7% 1.1% 0.1% 1.7% 0.9% 0.9% 34.8% 35.0% 13.7% 39.5% 60.5% Mean 1.3% 1.9% 4.8% 4.2% 1.6% 4.5% 35.0% 35.8% 14.5% 41.4% 58.6% Median 1.5% 1.3% 3.7% 2.4% 1.4% 3.0% 35.1% 35.5% 13.7% 39.5% 60.5% 11

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Consolidated capitalization and trading levels Recent TLB trading levels (Price) Recent secured notes trading levels (YTW) Capitalization as of 12/31/22 1 Calculation includes cash and cash equivalents and short-term investments 2 Yield on Term Loan B shown as Simple Yield calculated to a 4-year takeout assumption, Yield on secured notes shown as YTW 3 Tax adjusted for 21% marginal tax rate on notional amount 4 Net Debt calculation utilizes $50mm cash netting cap As of 12/31/22 As of 3/10/23 Next Call ($mm) Ratings Coupon Floor Maturity Amount LTM Adj. EBITDA Price Yield YTW Date Date Price Cash & cash equivalents1 Corp: B3 / B- (Stable / Stable) $414 $250mm RCF B3 / B- S + 400 0.00% Oct-27 - Term loan B2 B3 / B- L + 350 0.75% Oct-27 1,000 80.875 13.42% Senior secured notes2 B3 / B- 6.500% - Oct-28 750 70.500 14.39% Oct-28 Oct-23 104.875 Senior secured notes2 B3 / B- 5.000% - Oct-28 400 67.000 13.68% Oct-28 Oct-23 103.750 Unfunded pension liabilities3 98 Finance leases 36 Total Debt $2,283 5.9x Net Debt4 $2,233 5.8x SCP Preferred Equity 477 Total Debt + Preferred $2,760 7.2x Net Debt + Preferred $2,710 7.1x Market cap as of 3/10/23 310 Total capitalization $3,070 8.0x LTM 12/31/2022 Adj. EBITDA $384 $78.00 $82.00 $86.00 $90.00 $94.00 $98.00 Jan-22 Mar-22 May-22 Jul-22 Aug-22 Oct-22 Dec-22 Feb-23 JPM LL Index CNSL TLB 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% Jan-22 Mar-22 May-22 Aug-22 Oct-22 Dec-22 Feb-23 JPM HY Index 6.50% Notes 5.00% Notes 80.875 94.375 14.39% 9.62% 13.68% 12

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Exhibit (d)(iii)

 

INTERIM INVESTORS’ AGREEMENT

 

INTERIM INVESTORS’ AGREEMENT (this “Agreement”), dated as of October 15, 2023, by and among Condor Holdings LLC, a Delaware limited liability company (“Parent”), Condor Merger Sub Inc., a Delaware corporation (“Merger Sub”), Searchlight Capital III, L.P. and Searchlight Capital III PV, L.P. (each, an “SCP Investor” and collectively, “SCP”) and British Columbia Investment Management Corporation, a corporation incorporated pursuant to the Public Sector Pension Plans Act (British Columbia) (“BCI”). Each of SCP and BCI shall be referred to herein as an “Investor” and, collectively, as the “Investors”. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).

 

RECITALS

 

WHEREAS, Searchlight III CVL, L.P. (“Holdco”) is the sole member of Parent, and Merger Sub is a direct wholly owned Subsidiary of Parent;

 

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Merger Sub and Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), Merger Sub will merge with and into the Company with the Company surviving the Merger as a wholly owned subsidiary of Holdco;

 

WHEREAS, each Investor has, on the date hereof, executed an equity commitment letter in the form attached hereto as Exhibit A-1 (the “SCP Equity Commitment Letter”) or Exhibit A-2 (the “BCI Equity Commitment Letter” and, together with the SCP Equity Commitment Letter, the “Equity Commitment Letters”), as applicable, in which each such Investor has committed, subject to the terms and conditions set forth therein, to purchase, or to cause one or more of its permitted assignees to purchase, directly or indirectly, equity interests in Parent at the Closing up to the applicable aggregate amount set forth therein;

 

WHEREAS, each Investor has, on the date hereof, executed a limited guaranty in the form attached hereto as Exhibit B-1 or Exhibit B-2 (collectively, the “Limited Guaranties”), as applicable, in which each such Investor has committed, subject to the terms and conditions set forth therein, to guarantee to the Company certain payment obligations of Parent and Merger Sub to the Company under the Merger Agreement up to the applicable aggregate amount as set forth therein; and

 

WHEREAS, the Investors wish to agree upon certain terms and conditions that will govern the actions and the relationship among the Investors, Holdco, Parent and Merger Sub with respect to the Transactions, the Merger Agreement, the Equity Commitment Letters and the Limited Guarantees (each, a “Transaction Agreement” and the transactions contemplated thereby, collectively, the “Transactions”), and the transactions contemplated hereby and thereby or to be undertaken in connection therewith.

 

 

 

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

 

1.EFFECTIVENESS; DEFINITIONS.

 

1.1           Effectiveness. This Agreement shall become effective on the date hereof and shall terminate upon the earlier of, (i) except with respect to Section 2.2 (Failing Investors), Section 2.3 (Substitution), the last sentence of Section 2.5 (Pre-Closing Structuring; Holdco Governance Agreements), Section 2.7.1 (Expenses), and Section 3 (Miscellaneous), the Closing, and (ii) except with respect to Sections 2.1.1 (SCP Determinations), 2.2 (Failing Investors), 2.3 (Substitution), 2.6.2 (Expense Reimbursement), 2.7.2 (Expenses), 2.11 (Contribution With Respect to Limited Guaranties), and 3 (Miscellaneous) (other than Section 3.14), the termination of the Merger Agreement; provided that any liability for failure to comply with the terms of this Agreement prior to the termination of this Agreement shall survive such termination.

 

1.2           Definitions.

 

1.2.1        Affiliate” means, (a) with respect to any Person, an “affiliate” of such Person within the meaning of Rule 405 promulgated under the United States Securities Act of 1933, as amended, and (b) with respect to BCI, shall also include its clients and their Affiliates for which BCI acts as an agent for investment; provided that the Company and its subsidiaries shall not be deemed Affiliates of any party hereto.

 

1.2.2        Commitment” means, with respect to any SCP Investor, the applicable Investor Commitment in respect of such SCP Investor (as defined in the SCP Equity Commitment Letter, disregarding for this purpose the potential reduction in the Aggregate Commitment contemplated thereby) and, with respect BCI, the Aggregate Commitment (as defined in the BCI Equity Commitment Letter, disregarding for this purpose the potential reduction in the Aggregate Commitment contemplated thereby).

 

1.2.3        Commitment Percentage” means, with respect to each Investor, the percentage equal to such Investor’s Commitment divided by the sum of the total Commitment of all Investors, as such percentage may be modified from time to time in accordance with the terms of this Agreement.

 

1.2.4        Transfer” means any sale, transfer, conveyance, assignment, pledge, encumbrance, hypothecation or other disposition. A sale, transfer, conveyance, assignment, pledge, encumbrance, hypothecation or other disposition of (a) a controlling interest in any Investor, in each case directly or through the sale, transfer, conveyance, assignment, pledge, encumbrance, hypothecation or other disposition of a controlling interest, whether through a stock sale or otherwise, in any ultimate or intermediate parent entity of such Investor, and (b) any interest in Holdco held by an Investor shall, in each case, constitute a “Transfer” by Holdco of any of its equity or other interest of Parent or Merger Sub for purposes of this Agreement.

 

2

 

 

2.AGREEMENTS AMONG THE PARTIES.

 

2.1           Pre-Closing Decisions.

 

2.1.1        SCP Determinations. Subject to Section 2.1.2, all decisions to be made by any of Parent or Merger Sub in connection with the Merger Agreement and any related agreements, the Transaction Agreements and the Transactions prior to the Closing including any amendments or waivers under the Merger Agreement and any determination as to whether the conditions to closing under the Merger Agreement are satisfied shall be determined by SCP in good faith; provided that, without the consent of BCI, (v) the Merger Agreement shall not be amended (i) in a manner that is materially and disproportionately adverse to BCI relative to SCP, (ii) to increase, or change the form of, the Merger Consideration payable thereunder, (iii) to increase, or change the form of, the maximum amount of damages, or any other fees or expenses payable in any material amounts, in each case, payable by Parent and Merger Sub thereunder, or (iv) to modify any limitations on liability of Parent or Merger Sub or otherwise impose additional liability on any Affiliates of Parent or Merger Sub or the Guarantors or Affiliates thereof (including any increase or modification to the obligations of the Guarantors under the Equity Commitment Letters and Limited Guaranties), (w) no amendment shall be made to Section 5.5 of the Merger Agreement, (x) no amendment or waiver shall be made with respect to any closing conditions under the Merger Agreement, (y) in the event any new debt financing is required to consummate the Transactions, no agreement may be entered into with respect thereto, and (z) there shall be no settlement by Parent or Merger Sub of any litigation, arbitration or similar proceeding arising in connection with the Transactions if (1) BCI (or any of its Affiliates) is named in the litigation or proceeding, unless BCI (and such Affiliates) (i) receives a full and unconditional release from all claims in such litigation or proceeding, and (ii) is not required to contribute financially to any such settlement (except as required to fund its portion of any damages pursuant to its Limited Guaranty) or (2) any such settlement involves any admission of wrongdoing by any Investor, Parent, Merger Sub, or any of their respective Affiliates (each of the actions listed in this proviso being an “Adverse Change”). BCI shall be required to fund concurrently with (A) SCP, pursuant to the terms of the Equity Commitment Letters and (B) the consummation of the Transactions. Without limiting the foregoing or Section 2.1.2 hereof, SCP shall (i) use reasonable efforts to keep each Investor informed regarding all material discussions and negotiations engaged in by Parent and Merger Sub with respect to the Transaction Agreements, (ii) promptly deliver to each Investor any notices delivered to Parent and Merger Sub pursuant to the Transaction Agreements and (iii) consult with BCI (A) in connection with negotiating or entering into, or causing Parent or Merger Sub to negotiate or enter into, any agreements with any current or prospective members of management of the Company with respect to the terms of such management’s employment, compensation and equity incentives at Closing and following the Closing, (B) in connection with any amendment or waiver of any covenant or agreement in the Merger Agreement, (C) in connection with any action or decision by Parent pursuant to Section 5.5(e) of the Merger Agreement, (D) prior to terminating the Merger Agreement and (E) in connection with any litigation arising in connection with the Transactions (including the initiation, direction, control or settlement thereof); provided, that if BCI is a Failing Investor (as defined below) and there is a Non-Funding Event (as defined below) such that BCI would be responsible for 100% of any damages award, settlement payment, expense reimbursement or other payment or expense or loss as set forth under Section 2.2 below, BCI shall have the right to initiate, direct, control and settle any litigation arising in connection with such Non-Funding Event, subject to consultation with SCP in connection therewith.

 

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2.1.2        Request for Consent for an Adverse Change. In the event that Parent and Merger Sub desire to make an Adverse Change, they shall provide prior written notice thereof to BCI. BCI shall have 5 Business Days’ following receipt thereof to inform Parent and Merger Sub in writing if they consent to such Adverse Change; provided, that if BCI does not object to such Adverse Change in writing in such 5 Business Day period, BCI shall be deemed to have not consented to such Adverse Change.

 

2.2           Failing Investors. If either Investor fails to fund its Commitment when required under the applicable Equity Commitment Letter or asserts in writing its unwillingness to do so, and as a result of such actions taken (or failed to be taken) by such Investors (such Investors, the “Failing Investors” and the Investors who are not Failing Investors, the “Non-Failing Investors”) all or any portion of any damages award or settlement payment, expense reimbursement or other payment is required by Parent, Merger Sub, any other Investor or any of their respective Affiliates (including as a result of any obligation by Parent, Merger Sub or any Investor to make such a payment under the Merger Agreement or pursuant to any Limited Guaranty) (such payments, collectively, the “Reverse Termination Payments”), the Reverse Termination Payment (along with any other losses and any other reasonable and documented expenses (excluding, for the avoidance of doubt, any success or contingency fees) incurred by Parent, Merger Sub, the other Investors or any of their respective Affiliates) shall be paid 100% by such Failing Investors on a pro rata basis. For the avoidance of doubt, if SCP determines, in good faith and following reasonable consultation with BCI, that the closing conditions under the Merger Agreement have not been satisfied or that Parent and Merger Sub will not consummate the transactions contemplated by the Merger Agreement, the Investors shall remain fully responsible under their respective Equity Commitment Letters and Limited Guaranties in accordance with the terms thereof.

 

2.3           Substitution. Notwithstanding anything to the contrary in this Agreement, if (a) BCI is a Failing Investor, (b) SCP determines to waive any unsatisfied closing conditions under Sections 6.1 and 6.3 of the Merger Agreement and proceed with the consummation of the Transactions but BCI is not willing to waive such closing conditions or (c) the Investors do not jointly determine, each acting in good faith, that the closing conditions under Sections 6.1 and 6.3 of the Merger Agreement have been satisfied, then SCP shall have the right to replace BCI as an Investor hereunder and terminate its participation in the Equity Financing (after which BCI shall no longer have any of the benefits pursuant to this Agreement) by arranging to fund BCI’s Commitment itself and/or through one or more of its Affiliates or other investors (a “Substitution”), whereupon (i) this Agreement will terminate with no further force or effect (except with respect to this Section 2.3 (Substitution), Section 3 (Miscellaneous) (other than Section 3.14) and, if clause (a) applies, Section 2.2 (Failing Investor)); provided that any liability for failure to comply with the terms of this Agreement prior to the termination of this Agreement shall survive such termination, and (ii) BCI shall, in the case of the foregoing clauses (b) and (c) (but not if clause (a) applies), receive a full and unconditional release of its obligations under this Agreement and its Equity Commitment Letter and Limited Guaranty (other than, in each case, liability arising from its failure to comply with this Agreement prior to the date of such release but for the avoidance of doubt, BCI shall not be a Failing Investor in such circumstances). For the avoidance of doubt, in the event of a Substitution, BCI shall be responsible for its separate fees and expenses incurred in connection with the Transactions.

 

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2.4           Equity Commitments.

 

2.4.1        Each Investor undertakes (in favor of the other Investors) to comply with its and their respective obligations under their respective Equity Commitment Letters and, for the avoidance of doubt without limiting the Company’s third-party beneficiary rights thereunder, that Parent shall have no right to enforce any of the Equity Commitment Letters, and shall not attempt to do so, except in accordance with their respective terms and conditions, and ratably among the Investors.

 

2.4.2        The commitments made by the Investors and, to the extent assigned to an Affiliate in compliance with the relevant Equity Commitment Letter and this Agreement, their Affiliates pursuant to the Equity Commitment Letters shall be used by Parent to fund the amounts due at the Closing pursuant to Section 2.2 of the Merger Agreement or to pay for any costs, fees or expenses arising from the Transactions, and for no other purpose. Other than in connection with the establishment of a management incentive plan in accordance with the LLCA, all limited liability company interests or other equity securities of Holdco issued in connection with the Closing shall be issued only to the Investors (or their respective Affiliates, as designated by such Investors in compliance with this Agreement and their respective Equity Commitment Letters) pro rata (for the avoidance of doubt, other than such interests issued in respect of the limited partnership interests of Holdco in connection with the conversion thereof from a limited partnership to a limited liability company in accordance with the Steps Plan (as defined below)) in accordance with each Investor’s Commitment (as such commitment amount may be adjusted from time to time as additional persons become Investors hereunder and in compliance with the applicable Equity Commitment Letter).

 

2.4.3        In the event any of the Investors or any of their Affiliates fund any monies directly or indirectly to Parent prior to the Closing (a “Pre-Closing Funding”), the other Investors acknowledge and agree that the Pre-Closing Funding shall be used by Parent solely to fund the amounts due at Closing pursuant to Section 2.2 of the Merger Agreement and, if the Closing does not occur within five (5) Business Days after the date of such Pre-Closing Funding, the Investors agree to cause Parent to promptly return all such amounts to the relevant Investor or as such Investor directs.

 

2.4.4        If Parent determines that it does not require all of the Commitments in order to satisfy its obligations in full under the Merger Agreement and to consummate the Transactions or otherwise, then Parent may reduce the aggregate amount of Commitments funded at the Closing to such extent, with any such reduction to be applied to each Investor on a pro rata basis, and each Investor hereby agrees to such reduction. For the avoidance of doubt, the pro rata reduction of each Investor shall be based on such Investor’s Commitment prior to any syndication as contemplated by this Agreement. The parties hereto agree that they shall not amend their respective Equity Commitment Letters or Limited Guaranties unless such amendment applies to all of the Investors on a non-discriminatory basis.

 

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2.5           Pre-Closing Structuring; Holdco Governance Agreements. Prior to Closing, the Investors will take actions to implement the closing transaction structure in accordance with the steps plan prepared by PricewaterhouseCoopers LLP dated as of October 12, 2023 and attached in substantially the form hereto as Exhibit C (with such changes as the Investors, acting reasonably, may agree (it being agreed and understood that each Investor shall consider in good faith any changes proposed by another Investor) (the “Steps Plan”). Unless otherwise agreed by the Investors, prior to the Closing, the Investors will not permit Parent, Merger Sub or Holdco or any of their respective subsidiaries (including any entities in the structure between Holdco and Parent) to conduct any business or activities that are inconsistent with the Steps Plan or (except for activities of Holdco relating to its existing investment in the Company) unrelated to the Transaction. Holdco will be governed by a customary limited liability company agreement to be entered into by the Investors (in the case of SCP, directly or indirectly through SCP-controlled vehicles, and in the case of BCI, directly or indirectly through BCI-controlled vehicles) at or prior to the Closing (the “LLCA”) in connection with the conversion of Holdco from a Delaware limited partnership to a Delaware limited liability company, which conversion shall occur at least one day prior to the Effective Time. The LLCA shall not contain any terms that would be inconsistent with, or conflict with, any of the terms set forth in the term sheet attached hereto as Exhibit D. SCP and BCI shall to use reasonable efforts to agree on the terms of and execute the LLCA at or prior to the Closing. If, for any reason, the LLCA is not agreed and executed at or prior to Closing, SCP and BCI shall to use reasonable efforts to agree the LLCA as soon as reasonably practicable after the Closing and during such period after Closing, the terms of Exhibit D (including without limitation the “Capital Contribution” section) shall be binding on the Investors and shall form the legal basis of their ongoing relationship as equity holders of Holdco.

 

2.6           Expense Reimbursement.

 

2.6.1        The Investors agree to negotiate in good faith and enter into a transaction fee arrangement with Holdco, Parent, Merger Sub, the Company and/or any of their respective subsidiaries (if applicable) on the terms set forth on Exhibit E hereto. No other transaction, success or similar fee shall be paid or payable by Holdco, Parent, Merger Sub or the Company and/or any of their respective subsidiaries (if applicable) to an Investor or its Affiliates without the prior written consent of the other Investors.

 

2.6.2        Each Investor agrees that any expense reimbursement to be paid by the Company to the Investors and/or Parent and Merger Sub under the Merger Agreement, and any other damages, costs, fees and expenses to be paid to the Investors, and/or Parent and Merger Sub under or with respect to the Merger Agreement or the transactions contemplated thereby (collectively, the “Company Payments”), shall (a) first be used to pay the damages, costs, fees and expenses of the persons to whom Transaction Expenses are owed in their capacity as such on a pro rata basis with respect to the Transaction Expenses incurred and (b) thereafter be paid to the Investors in proportion to their respective Commitment Percentages at the time of the event that triggered payment of any of the Company Payments. If requested by an Investor, the other Investors will reasonably cooperate to structure the receipt of any such Company Payments or the Transaction Fee by the requesting Investor in a tax-efficient manner (including, but not limited to, by assigning such Investor’s share of the Transaction Fee to an Affiliate of such Investor).

 

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2.7           Expenses.

 

2.7.1        In the event the Transactions are consummated, the Company, Holdco and/or Parent shall bear and pay all reasonable and documented fees and expenses in connection with the transactions contemplated by the Merger Agreement and any out-of-pocket expenses incurred by the Investors (including the costs of their third party advisors) in connection with the other Transactions (the “Transaction Expenses”).

 

2.7.2        In the event that the Transactions are not consummated, after the application pursuant to Section 2.6 (Expense Reimbursement) of any Company Payments, each Investor shall bear and pay, on a several and not joint basis, its pro rata share (based on its respective Commitment Percentage) of any Transaction Expenses incurred following the execution of the Merger Agreement.

 

2.8           [RESERVED]

 

2.9           Regulatory Matters; Efforts. Each Investor shall use its reasonable best efforts to supply and provide all information (which information shall be true, accurate and complete in all material respects) required in connection with any filings or notifications made to or with any Governmental Entity in connection with the Transactions, the Transaction Agreements and the transactions contemplated thereby and shall use its reasonable best efforts to make such filings and take such other actions as are required and are within such party’s possession and control to cause Parent and Merger Sub to comply with Section 5.5 of the Merger Agreement. Each Investor shall use its reasonable best efforts to respond in a prompt manner to any reasonable requests from any Governmental Entity (including by providing information requested by Parent, Merger Sub, or the Company in order to respond to such requests made by a Governmental Entity to Parent, Merger Sub, or the Company) in connection with or in response to any such filings or notifications. Notwithstanding anything to the contrary in this Section 2.9, (a) any disclosure of such information shall be done in a manner consistent with applicable law, (b) any Investor may, as it deems advisable or necessary after consultation with its legal advisor, reasonably designate any competitively sensitive information as for “outside counsel only,” (c) materials provided to an Investor or its counsel may be redacted to remove references concerning the valuation for the Transactions and (d) no Investor shall be obligated to provide to any other Investor any sensitive personal identifying information submitted or to be submitted to any Governmental Entity. SCP shall keep BCI informed of any communication (whether written or oral) with any such Governmental Entity regarding the Transactions and shall provide BCI with draft copies in advance (or, in the case of oral communications, advise BCI of the intended contents) of any such communication regarding the Transactions to any such Governmental Entity (excluding any filing made under the HSR Act, other Antitrust Laws, the Communications Laws or the DPA), provided, in the case of any such communication in response to a request from the applicable Governmental Entity, SCP shall use reasonable efforts to so inform BCI in advance thereof and if it is unable to do so shall inform BCI promptly thereafter, provided, further, that this sentence shall only apply to communications that are material to the process of obtaining the requisite approval of such Governmental Entity in connection with the Transactions or that involve information relating to BCI. SCP shall keep BCI reasonably informed as to the status of the pursuit of the relevant approval from such Governmental Entity (it being agreed that SCP shall not be required to provide any information that is subject to confidentiality restrictions or is referred to in the preceding sentence). BCI will not have any communication relating to the Transactions with any Governmental Entity whose approval is required in connection with the Transactions without the prior written consent of SCP, such consent not to be unreasonably withheld; provided, that BCI may respond to a request from the applicable Governmental Entity so long as BCI first informs SCP of such request and any proposed communication (whether written or oral) in response thereto, provides SCP with draft copies in advance (or, in the case of oral communications, advises SCP of the intended contents) of any such communication, consults with SCP prior to engaging in any such communication, and provides SCP with a reasonable opportunity to participate in any discussions with such Governmental Entity (and if SCP does not participate, informs SCP of any communications with such Governmental Entity in connection therewith), and any such communication is limited to information relating to BCI. Notwithstanding anything to the contrary herein, nothing herein shall require an Investor or any of its Affiliates (other than Parent and Merger Sub) to take any action, including for the avoidance of doubt, any divestiture, litigation or similar actions or limitations, in connection with obtaining any Governmental Entity clearance required for the consummation of the Transactions other than providing the information and making filings pursuant to this Section 2.9 and responding to any reasonable requests for information from Parent, Merger Sub or the Company that may be required in connection with any filings with any Governmental Entity.

 

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2.10         Press Release; Communications. Any press release or other public announcement or communication relating to this Agreement or the Transactions shall be made only at such times and in such manner as may be agreed upon in writing by Investors; provided, that the Investors shall be entitled to issue such press releases and to make such public statements as are required by applicable Law, in which case, to the extent permitted by applicable Law, the other Investors shall be advised in advance thereof and the parties shall use their commercially reasonable efforts to cause a mutually agreeable release or announcement to be issued. If such press release or other public announcement is required by law by an Investor and contains any reference to any other Investor’ or such other Investor’s Affiliates, such first Investor shall (unless prohibited by law) provide the other Investors with advance notice of such press release or other public communication and give such other party a reasonable opportunity to comment thereon prior to its release.

 

2.11         Contribution With Respect to Limited Guaranties. Subject to Section 2.2, each Investor agrees to contribute to the amount paid or payable by the other Investors in respect of the Limited Guaranties so that each Investor will have paid an amount equal to its Commitment Percentage of the aggregate amount paid under all of the Limited Guaranties, it being understood that no Investor shall be obligated to pay an amount pursuant to its own Limited Guaranty and this Section 2.11 that, in the aggregate, exceeds the applicable maximum amount it is obligated to pay pursuant to its own Limited Guaranty unless such Investor is a Failing Investor (in which case such Failing Investor shall be subject to the additional liabilities and subject to the terms and limitations set forth herein). For the avoidance of doubt, subject to Section 2.2, no Investor shall be liable for any amounts under this Agreement and the Limited Guaranty in excess of its applicable Maximum Aggregate Amount or Maximum Guarantor Amount (each as defined in the applicable Limited Guaranty, and for the avoidance of doubt, including all amounts paid on behalf of Parent and Merger Sub to the Company in accordance with the terms of the Merger Agreement and whether or not any amounts are actually payable under the applicable Limited Guaranty).

 

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2.12         Restrictions on Transfer. For so long as this Agreement shall be in force or remain in effect, no Investor shall (a) permit Holdco to Transfer any of its equity or other interest of Parent or Merger Sub to any person or permit Parent, Merger Sub or Holdco or any of their respective subsidiaries (including any entities in the structure between Holdco and Parent) to issue any equity interests to any person, in each case, other than in accordance with this Agreement or, in the case of Merger Sub, to the Company in accordance with the Merger Agreement or, in the case of Holdco, in accordance with its limited partnership agreement or (b) Transfer any of its Commitment, except in the case of clause (b), to such Investor’s Affiliates to the extent permitted by the Equity Commitment Letters; provided, that such assigning Investor shall remain obligated to perform its obligations hereunder to the extent not performed by such assignee; provided, further that SCP shall be entitled to syndicate a portion of its equity to limited partners in co-investment funds managed and controlled by SCP or its Affiliates so long as at least 17.647% of the Commitment funded by the SCP Investors at Closing is funded by funds provided by Searchlight Capital III, L.P. and Searchlight Capital III PV, L.P., or any alternative investment vehicles formed by Searchlight Capital Partners III GP, L.P.

 

2.13         Representations, Warranties and Covenants of Each Investor. Each Investor hereby represents and warrants, severally and not jointly, as of the date hereof and as of the Closing Date, that:

 

2.13.1      (i) As of the date hereof, such Investor has, and at the Closing will have, sufficient cash, available lines of credit or other sources of immediately available funds to fulfill its Commitment, (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action by such Investor and (if such Investor is an entity) do not contravene any provision of such Investor’s charter, partnership agreement, operating agreement or similar organizational documents or any Law or contractual restriction binding on such Investor or its assets, and this Agreement has been duly executed and delivered by such Investor, (iii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Agreement by such Investor (other than those contemplated by the Merger Agreement with respect to the Transactions contemplated thereby) have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Agreement, and (iv) this Agreement constitutes a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally, or by general principles of equity).

 

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2.13.2      Such Investor has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of acquiring equity interests in Parent and Merger Sub, including the risk that such Investor could lose the entire value of such equity interests, and has so evaluated the merits and risks of such purchase. Such Investor has been given access to the kind of information and the documents concerning Parent and Merger Sub and the Company, and to ask questions of, and to receive answers from, Parent regarding the Company and its subsidiaries (in each case, to the extent Parent possesses such information). Such Investor has received all information which it believes to be necessary in order to reach an informed decision as to the advisability of acquiring equity interests in Parent and Merger Sub and has had answered to such Investor’s reasonable satisfaction any and all questions regarding such information. Such Investor has made such independent investigation of Parent and Merger Sub, the Company, each of their management, and related matters as such Investor deems to be necessary or advisable in connection with the acquisition of equity interests in Parent and Merger Sub, and is able to bear the economic and financial risk of acquiring equity interests in Parent and Merger Sub (including the risk that such Investor could lose the entire value of such equity interests). Such Investor did not make a decision to acquire equity interests in Parent and Merger Sub as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any general solicitation of a subscription of equity interests in Parent and Merger Sub by a person not previously known to such Investor. Such Investor acknowledges that none of Parent and Merger Sub nor any of their Affiliates has rendered or will render any securities valuation advice or other advice to such Investor, and such Investor is not agreeing to purchase equity interests in Parent and Merger Sub in reliance upon, or with the expectation of, any such advice.

 

2.13.3      Each Investor specifically understands and agrees that no Investor has made or will make any representation or warranty with respect to the terms, value or any other aspect of the transactions contemplated hereby, and each Investor explicitly disclaims any warranty, express or implied, with respect to such matters. In addition, each Investor specifically acknowledges, represents and warrants that it is not relying on any other Investor (a) for its due diligence concerning, or evaluation of, Parent, Merger Sub, the Company or their respective assets or businesses, (b) for its decision with respect to making any investment contemplated hereby or (c) with respect to tax and other economic considerations involved in such investment.

 

2.14          Closing Date Notification. Parent will use its reasonable efforts to provide each Investor with at least ten (10) Business Days prior notice of the Closing Date.

 

3.MISCELLANEOUS.

 

3.1           Amendment. This Agreement may be amended or modified, and the provisions hereof waived, only by an agreement in writing signed by SCP and BCI. Notwithstanding anything to the contrary herein, any admittance of any additional investor in accordance with the terms of this Agreement and any other agreements between the applicable parties shall not require the consent of any party hereto.

 

3.2           Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

 

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3.3           Notice. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, or (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date of such receipt is not a Business Day) of transmission by email, in each case to the intended recipient as set forth below:

 

if to Parent:

 

c/o Searchlight Capital Partners, L.P. 

745 5th Avenue, 27th Floor 

New York, NY 10151 

Attention:   Nadir Nurmohamed

              Timothy Austin

Email:           nnurmohamed@searchlightcap.com

      taustin@searchlightcap.com

 

with a copy (which shall not constitute notice) to:

 

Wachtell, Lipton, Rosen & Katz 

51 West 52nd Street 

New York, NY 10019

Attention:   Steven A. Cohen

      Victor Goldfeld

Email:           SACohen@wlrk.com

      VGoldfeld@wlrk.com

 

if to any Investor, to the applicable notice address set forth in such Investor’s Equity Commitment Letter.

 

3.4           Governing Law; Jurisdiction; Venue; Waiver of Jury Trial.

 

3.4.1         This Agreement, and all matters, claims or causes of action (whether in contract or tort) based upon, arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware.

 

3.4.2        Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any suit, action or other Proceeding, any state or federal court within the State of Delaware), for the purposes of any suit, action or other Proceeding related to or arising out of this Agreement or the transactions contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit, action or Proceeding has been brought in an inconvenient forum. Each party agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section 3.3 (Notices) shall be effective service of process for any such suit, action or Proceeding.

 

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3.4.3        EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY SUIT, ACTION OR OTHER PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS.

 

3.5           Specific Performance. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to equitable relief, including in the form of an injunction or injunctions, to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in an appropriate court of competent jurisdiction as set forth in Section 3.4 (Governing Law; Jurisdiction; Venue; Waiver of Jury Trial), this being in addition to any other remedy to which any party is entitled at Law or in equity. The right to specific enforcement shall include the right of a party hereto to cause the other parties hereto to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions set forth in this Agreement and to cause each Investor’s Commitment to be funded on the terms and subject to the conditions set forth in such Investor’s Equity Commitment Letter. The parties hereto further agree (a) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and (b) not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to applicable Law or inequitable for any reason, or to assert that a remedy of monetary damages would provide an adequate remedy; provided that nothing contained in this clause (b) shall prohibit a party from opposing a grant of specific performance or other equitable relief on the basis that the party is not in breach of this Agreement or that such remedy is not permitted pursuant to the terms of this Agreement. The parties acknowledge and agree that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, the parties hereto would not have entered into this Agreement.

 

3.6           No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any Transaction Agreement, each party hereto unconditionally and irrevocably covenants, agrees and acknowledges that no Person other than the Investors shall have any obligation or liability hereunder (on the terms and subject to the conditions set forth herein), and that notwithstanding that each Investor is a partnership, limited partnership or limited liability company (i) no right or remedy, recourse or recovery (whether at law or equity or in tort, contract or otherwise) hereunder, under this Agreement or any Transaction Agreement or in connection with the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any written or oral representations made or alleged to be made in connection herewith or therewith, shall be had against any former, current or future direct or indirect equity holder, controlling person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, client, member, agent, Affiliate, assignee, financing source or Representative of any of the foregoing or any of their respective successors or assigns (other than Parent under the Merger Agreement and subject to the terms and conditions set forth therein) (any such Person, a “Related Party”) of any Investor or any Related Party of any Related Party (including, without limitation, any liabilities or obligations arising under, or in connection with, this Agreement, any Transaction Agreement or the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, or in respect of any written or oral representations made or alleged to be made in connection herewith or therewith, or in respect of any claim (whether at law or equity or in tort, contract or otherwise), whether, in each case, by or through piercing of the corporate, limited liability company or limited partnership veil or similar action, by or through a claim by or on behalf of any Investor against any Related Party of an Investor or any Related Party of such Related Party, whether by the enforcement of any judgment or assessment or by any legal or equitable proceedings, or by virtue of any statute, regulation or other applicable Law or otherwise, and (ii) it is expressly agreed and acknowledged that no personal liability or obligation whatsoever shall attach to, be imposed on, or otherwise be incurred by any Related Party of any Investor or any Related Party of such Related Party for any liabilities or obligations of the Investors under this Agreement, any Transaction Agreement or in connection with the transactions contemplated hereby or thereby (or the termination or abandonment thereof) or otherwise, in respect of any written or oral representation made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, in connection with, or by reason of such obligations or their creation, and each party hereto hereby irrevocably and unconditionally waives and irrevocably and unconditionally releases all claims (whether arising under equity, contract, tort or otherwise) against such Persons for any such liability or obligation. For the avoidance of doubt, no Investor nor any of its Related Parties shall be Related Parties of any other Investor.

 

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3.7           Confidentiality. Each party hereto shall keep strictly confidential this Agreement and all information obtained by it with respect to the other parties hereto in connection with this Agreement, and will use such information solely in connection with the transactions contemplated hereby and the Transactions. Notwithstanding the foregoing, any party hereto and its Representatives (as defined below) may disclose this Agreement and its terms and conditions (a) to any of such party’s Affiliates and its and their respective Affiliates’ controlling persons, existing or prospective general or limited partners, officers, directors, employees, investment professionals, managers, equity holders, investors, stockholders, members, agents, assignees, clients, financing sources or other representatives of any of the foregoing (all of the foregoing, collectively, “Representatives”), (b) to an Investor or any of its Affiliates or any of their respective Representatives or (c) if required by applicable Law or by any court order or by a recognized stock exchange, governmental department or agency or other Governmental Entity, or in connection with court or other proceedings to enforce the terms and conditions of this Agreement solely to the extent provided in this Agreement and on the terms and subject to the conditions hereof. Except as set forth herein, this Agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of each of the Investors. Notwithstanding anything herein to the contrary, each of the Investors shall be permitted to communicate directly with, and provide ordinary course information to, its or its Affiliates’ respective Representatives concerning the Transactions or the Transaction Agreements on a confidential basis.

 

3.8           Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

 

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3.9           Assignment. Except as set forth in Section 2.12 (Restrictions on Transfer), no party hereto may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto except to such party’s Affiliates; provided that no such assignment shall relieve the assigning party of any of its obligations hereunder.

 

3.10         Third Parties. No Person who is not a party to this Agreement shall have any rights to enforce this Agreement; provided that the parties hereto expressly intend that each Investor’s respective Affiliates and Related Parties, respectively, shall be regarded as, and shall be entitled to rely upon its status as, an intended third party beneficiary of Section 2.2 (Failing Investors) and Section 3.6 (No Recourse), respectively.

 

3.11         No Partnership or Agency. The Investors, Parent and Merger Sub acknowledge and agree that (a) nothing in the Agreement shall constitute a partnership between the parties hereto or any of them or constitute any such person as agent of any other for any purpose whatever and none shall have authority or power to bind the others or to contract in the name of or create liability against the others in any way or for any purpose save as expressly authorized in writing from time to time, (b) this Agreement is not intended to, and does not create any agency, partnership, fiduciary or joint venture relationship between any party and neither this Agreement nor any other document or agreement entered into by any party relating to the subject matter hereof will be construed to suggest otherwise, and (c) the obligations of each Investor under this letter agreement are solely contractual in nature.

 

3.12         Interpretation. As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” The section headings of this Agreement are included for reference purposes only and shall not affect the construction or interpretation of any of the provisions of this Agreement. In the event an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly by Parent, Merger Sub and the Investors, and no presumption or burden of proof shall arise, or rule of strict construction applied, favoring or disfavoring Parent, Merger Sub and/or any Investor by virtue of the authorship of any of the provisions of this Agreement.

 

3.13         Counterparts. This Agreement may be executed in counterparts, all of which, when taken together, shall constitute one and the same agreement.

 

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3.14         Compliance. BCI confirms that its investment in Holdco as contemplated in this Agreement (including Exhibit D) as of the date hereof complies with the 30% Rule (as defined below) applicable to BCI. Notwithstanding the foregoing, SCP and BCI shall use their respective reasonable efforts to take, and shall use their rights as equityholders to cause Holdco, Parent and Merger Sub, as applicable, to take any action or step reasonably requested by BCI to ensure the direct or indirect investment in, and continued direct or indirect ownership by, BCI or its Affiliates (including any entity managed or advised by BCI or their Affiliates) of the equity securities of Holdco, Parent, Merger Sub, and the Company complies with the 30% Rule (as defined below), including as is reasonably necessary to ensure continued compliance in connection with the exercise of any pre-emptive rights, options or obligations to acquire or convert equity securities; provided, however, that in no event will SCP be required to take (or omit to take), or use efforts to cause Holdco, Parent or Merger Sub to take (or omit to take), any action or step that would, or would reasonably be expected to, have an adverse impact on it, any of its Affiliates, any of its or their respective investors or direct or indirect equity holders, Holdco, Parent, Merger Sub, the Company or any of their respective subsidiaries; provided, further, that SCP shall work in good faith with BCI to find an alternative solution that does not have such an adverse impact, and in the event such alternative solution solely has an adverse economic impact (but no other adverse impacts), SCP agrees to take such reasonable actions or steps so long as BCI agrees to reimburse SCP and its Affiliates in full for such adverse economic impact (including reasonable and documented out-of-pocket costs and expenses, including professional fees, relating thereto). For the purposes hereof, “30% Rule” means those certain provisions under the Pension Benefits Standards Act (British Columbia) that prohibit certain of BCI’s clients from investing the monies of a pension plan in securities of a corporation (or equivalent entity) to which are attached more than 30% of the votes to elect directors (or equivalent persons) of a corporation (or equivalent entity).

 

[Signature pages follow]

 

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

 

  Condor Holdings llc 
  By: Searchlight III CVL L.P., its sole member 
  By: Searchlight III CVL GP, LLC, its general partner 
   
  By: /s/ Andrew Frey
    Name: Andrew Frey 
    Title: Authorized Person
   
  Condor merger sub inc.
   
  By: /s/ Andrew Frey 
    Name: Andrew Frey 
    Title: Authorized Person

 

[Signature Page to Interim Investors’ Agreement]

 

 

 

  Searchlight Capital III, L.P. 
  By: Searchlight Capital Partners III GP, L.P., its general partner  
  By: Searchlight Capital Partners III GP, LLC, its general partner  
   
  By: /s/ Andrew Frey 
    Name: Andrew Frey 
    Title: Authorized Person
   
  Searchlight Capital III PV, L.P. 
  By: Searchlight Capital Partners III GP, L.P., its general partner 
  By: Searchlight Capital Partners III GP, LLC, its general partner 
   
  By: /s/ Andrew Frey 
    Name: Andrew Frey 
    Title: Authorized Person

 

[Signature Page to Interim Investors’ Agreement]

 

 

 

  BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION
   
  By: /s/ Mark Johnston 
    Name: Mark Johnston 
    Title: Managing Director, Private Equity

 

[Signature Page to Interim Investors’ Agreement]

 

 

 

Exhibit (d)(iv)

 

Searchlight Capital III, L.P.

Searchlight Capital III PV, L.P.

 

October 15, 2023

 

Condor Holdings LLC

c/o Searchlight Capital Partners, L.P.

745 Fifth Avenue, 27th Floor

New York, New York 10151

 

Re: Condor Equity Commitment Letter

 

Ladies and Gentlemen:

 

Reference is made to (i) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Condor Holdings LLC, a Delaware limited liability company (“Parent”), Condor Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”) with the Company surviving the Merger as a wholly owned Subsidiary of Parent and (ii) the Equity Commitment Letter, dated as of the date hereof, by and between Parent and British Columbia Investment Management Corporation, in respect of a pooled investment portfolio formed under the Pooled Investment Portfolios Regulation (British Columbia) and known as the “2020 Private Equity Fund” (the “Other Investor” and such letter, the “Other Equity Commitment Letter”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement. The term “affiliate,” as used herein, shall have the meaning ascribed to it in the Merger Agreement, disregarding the last two provisos of the definition thereof. This letter agreement (this “letter agreement”) is being delivered to the Parent in connection with the execution of the Merger Agreement.

 

1.            Commitment. This letter agreement confirms the commitment of the undersigned (each, an “Equity Investor” and collectively, the “Equity Investors”), severally and not jointly, and not jointly and severally, subject to the terms and conditions set forth herein and in the Merger Agreement, to purchase, or to cause one or more of its permitted assignees to purchase, directly or indirectly, equity interests of Parent at the Closing in an aggregate amount equal to the percentage of the Aggregate Commitment (as defined below) set forth opposite such Equity Investor’s name on Exhibit A hereto (such amount with respect to each Equity Investor is referred to herein as such Equity Investor’s “Investor Commitment”); provided that no Equity Investor shall, under any circumstances, be obligated to purchase, directly or indirectly, equity from Parent or otherwise provide any funds to Parent in an amount exceeding the amount of such Equity Investor’s Investor Commitment. The term “Aggregate Commitment” means $282,941,176 or such lesser amount as is equal to (a) 76.47% of (b) such amount as is in the aggregate, together with the available cash of the Company and its Subsidiaries on the Closing Date, sufficient to pay the aggregate Merger Consideration at the Closing under the Merger Agreement. Each Equity Investor hereby confirms that it has (and will have at such time as such commitment is due and payable at the Closing) available cash, unfunded capital commitments and/or other access to available funds in an amount not less than such Equity Investor’s Investor Commitment, and no internal or other approval is required for such Equity Investor to fulfill its obligations hereunder pursuant to the terms of this letter agreement. No Equity Investor shall under any circumstances be obligated to fund any of such Equity Investor’s Investor Commitment evidenced hereby except in connection with the Closing in accordance with and subject to the terms hereof.

 

 

 

 

2.            Funding. Each Equity Investor’s obligation to fund its Investor Commitment is subject to the terms of this letter agreement and subject to the requirements that the following occur: (a) all of the conditions set forth in Section 6.1 (Conditions to Obligations of Each Party Under This Agreement) and Section 6.3 (Conditions to Obligations of Parent and Merger Sub Under This Agreement) of the Merger Agreement have been and continue to be satisfied or waived by Parent and Merger Sub (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the substantially concurrent satisfaction of such conditions) and (b) the substantially concurrent occurrence of (i) the Closing and (ii) the funding of the Aggregate Commitment as defined in, and pursuant to, the Other Equity Commitment Letter in accordance with the terms thereof (provided, however, that the failure of the condition set forth in this clause (b)(ii) shall not limit or impair the ability of the Company to enforce the obligations of the Equity Investors under, and in accordance with, this letter agreement if (x) the Company is also enforcing the obligations of the Other Investor to fund the Aggregate Commitment as defined in, and pursuant to, the Other Equity Commitment Letter or (y) the Other Investor is prepared to satisfy its obligations to fund the Aggregate Commitment as defined in, and pursuant to, the Other Equity Commitment Letter substantially concurrently with the funding of the Investor Commitments pursuant to this letter agreement). For the avoidance of doubt, the obligations of the Equity Investors under this letter agreement and of the Other Investor under the Other Equity Commitment Letter shall be several and not joint, and not joint and several, and the Equity Investors shall not have any liability or obligation whatsoever for or in respect of the Other Equity Commitment Letter. In no event shall this letter agreement or the funding obligations set forth herein be enforced unless the Other Equity Commitment and the funding obligations set forth in the Other Equity Commitment Letter (and the funding obligations of each Equity Investor hereunder) are being concurrently enforced by Parent (or, in the case of the Other Equity Commitment Letter, such funding obligations set forth in the Other Equity Commitment Letter have already been satisfied), pro rata based on the Aggregate Commitment (as defined in the Other Equity Commitment Letter) set forth therein and the Aggregate Commitment herein (and, with respect to the funding obligations of the Equity Investors hereunder, pro rata based on the amount of each Equity Investor’s Investor Commitment).

 

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3.            Termination. The obligation of each Equity Investor to fund all or any portion of its Investor Commitment will terminate automatically and immediately and cease to be of any further force or effect without the need for any further action by any Person upon the earliest to occur of (i) the consummation of the Closing (including the payment of the Merger Consideration), (ii) the valid termination of the Merger Agreement or the Other Equity Commitment Letter (other than as a result of the funding of the Other Investor’s Aggregate Commitment, as defined in the Other Equity Commitment Letter, required to be funded under the Other Equity Commitment Letter), in each case, in accordance with its terms, (iii) the payment by an Equity Investor or the Other Investor of any amount in respect of the Guaranteed Obligations (as defined in the Guaranty or the Other Guaranty, as applicable) pursuant to the Guaranty or the Other Guaranty, as applicable, on the terms and subject to the conditions thereof, (iv) the award of any monetary damages to the Company or any Company Related Party in accordance with the Merger Agreement or (v) the assertion, directly or indirectly, by the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or other Representatives of any Claim against any Equity Investor, the Other Investor, Parent, Merger Sub or any Related Party (as defined below) of the foregoing or any Related Party of any such Related Party in connection with the Merger Agreement, the Guaranty, the Other Guaranty, the Other Equity Commitment Letter, this letter agreement or any other document, certificate or instrument delivered in connection herewith or therewith or any of the transactions contemplated thereby or hereby (including the termination or abandonment thereof or in respect of any written or oral representations made or alleged to be made in connection therewith or herewith), except, in the case of clause (v) of this Section 3, for (a) a claim brought by the Company pursuant to this letter agreement solely against any Equity Investor as a third party beneficiary of this letter agreement and solely as and to the extent specified in, and on the terms and subject to the conditions of, Section 7 (Binding Effect) hereof seeking (1) to enjoin the assignment or amendment or waiver of this letter agreement without the consent of the Company to the extent such consent is expressly required under Section 6 or 12 hereof, as applicable, or (2) specific performance of such Equity Investor’s obligation to cause such Equity Investor’s Investor Commitment to be funded at the Closing, (b) a claim brought by the Company pursuant to the Limited Guaranty, dated as of the date hereof, by the Equity Investors in favor of the Company (the “Guaranty”), solely against the Equity Investors in their capacity as guarantors seeking payment of the Guaranteed Obligations (as defined in the Guaranty) and solely as and to the extent specified in, and on the terms and subject to the conditions of, the Guaranty, (c) a claim brought by the Company pursuant to the Other Equity Commitment Letter solely against the Other Investor, or pursuant to the Limited Guaranty, dated as of the date hereof, by the Other Investor in favor of the Company (the “Other Guaranty”), solely against the Other Investor in its capacity as guarantor seeking payment of the Guaranteed Obligations (as defined in the Guaranty), and solely as and to the extent specified in, and on the terms and subject to the conditions of, the Other Equity Commitment Letter or Other Guarantee, as applicable, (d) a claim brought by the Company pursuant to the Merger Agreement solely against Parent or Merger Sub and solely as and to the extent specified in, and on the terms and subject to the conditions of, the Merger Agreement, (e) a claim brought by the Company pursuant to the Governance Agreement solely against Searchlight III CVL, L.P. to enforce the Governance Agreement, including the confidentiality provisions thereof, and solely as and to the extent specified in, and on the terms and subject to the conditions of, the Governance Agreement or (f) a claim brought by the Company pursuant to that certain letter agreement, dated June 13, 2023, by and between the Company and Searchlight III CVL, L.P. solely against Searchlight III CVL, L.P. and solely as and to the extent specified in, and on the terms and subject to the conditions of, such letter agreement (clauses (a) - (f) collectively, the “Excluded Claims”). Sections 3 (Termination), 4 (Sole and Exclusive Remedies), 5 (No Recourse), 7 (Binding Effect), 8 (Confidentiality) and 10 (Waiver of Trial by Jury; Governing Law; Consent to Jurisdiction) hereof shall survive any such termination.

 

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4.            Sole and Exclusive Remedies. (x) The Excluded Claims shall, and are intended to, be the sole and exclusive direct or indirect remedies available to the Company and its affiliates against the Equity Investors, Parent and Merger Sub (as applicable), and (y) no other remedies may be directly or indirectly obtained or sought from any Equity Investor, Parent or Merger Sub, nor shall any remedy be directly or indirectly obtained or sought from any former, current or future direct or indirect equity holder, controlling Person, general or limited partner, shareholder, member, manager, director, officer, employee, agent, affiliate, assignee, client, contractor, SCP Person, Representative or financing source of any of the foregoing (any such Person, other than the undersigned, Parent, Merger Sub or their respective permitted assignees under the Merger Agreement, a “Related Party”; provided that in no event shall the Company or its Subsidiaries be considered a Related Party of Parent, Merger Sub, any Equity Investor or any of their respective Related Parties) or any Related Party of any such Related Party, in each case in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Guaranty, the Other Guaranty, the Other Equity Commitment Letter or this letter agreement or the transactions contemplated thereby or hereby, or in respect of any written or oral representations made or alleged to be made in connection therewith or herewith, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not any such breach is caused by an Equity Investor’s breach of its obligations under this letter agreement.

 

 

5.            No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, Parent, by its acceptance hereof, covenants, acknowledges and agrees that no person other than an Equity Investor shall have any obligation hereunder and that, (a) notwithstanding that an Equity Investor may be a partnership, limited partnership, limited liability company or other form of entity, no recourse (whether at law, in equity, in contract, in tort or otherwise) hereunder or under any document, certificate or instrument delivered in connection herewith, or in respect of any written or oral representations made or alleged to be made in connection herewith or therewith, shall be had against Parent, Merger Sub, any Equity Investor, any Related Party of the foregoing or any Related Party of any such Related Party (including, without limitation, any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Guaranty or this letter agreement and the transactions contemplated thereby and hereby or the termination or abandonment thereof), with respect to any suit, action, litigation, claim, charge, complaint, grievance, arbitration or proceeding, at law or in equity, or by, in or before any court, tribunal, commission, agency or other governmental authority or similar proceeding (each, a “Claim”), including, without limitation, in the event Parent or Merger Sub breaches its obligations under the Merger Agreement and including whether or not Parent’s or Merger Sub’s breach is caused by the breach by an Equity Investor of its obligations under this letter agreement, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, and (b) no personal liability whatsoever will attach to, be imposed on or otherwise incurred by Parent, Merger Sub, any Equity Investor, any Related Party of the foregoing or any Related Party of any such Related Party under, or in connection with, this letter agreement or the Merger Agreement or any documents, certificates or instruments delivered in connection herewith or in connection with the Merger Agreement, or for any Claim based on, in respect of, or by reason of such obligations hereunder or by their creation; provided that the foregoing clauses (a) and (b) shall not prohibit or limit the Excluded Claims. Nothing in this letter agreement, express or implied, is intended to or shall confer upon any person, other than Parent, the Company (only to the extent expressly set forth in this letter agreement) and the Equity Investors, any right, benefit or remedy of any nature whatsoever under or by reason of this letter agreement.

 

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6.            Assignment. This letter agreement and each Equity Investor’s commitment hereunder shall not be assignable, directly or indirectly, to any other Person without the prior written consent of Parent and the Company (as a third party beneficiary hereunder), and any attempted assignment without such consent shall be null and void and of no force and effect, except that each Equity Investor may without the consent of Parent or the Company assign its commitments hereunder to funds or investment vehicles affiliated with such Equity Investor; provided, however, that notwithstanding any such assignment, each Equity Investor shall remain liable to perform all of its obligations hereunder, except to the extent its Investor Commitment is actually funded by such affiliated entity (in which case such Investor Commitment and the Aggregate Commitment shall be reduced dollar for dollar by any amounts so funded). This letter agreement shall not be assignable by Parent without the prior written consent of the Equity Investors and the Company (as a third party beneficiary hereunder), other than to Parent’s permitted assignees under the Merger Agreement.

 

7.            Binding Effect. This letter agreement shall be binding on each of the parties hereto for the benefit of the parties hereto, and nothing in this letter agreement, express or implied, shall be construed to confer upon or give any Person other than the parties hereto any benefits, rights or remedies of any nature whatsoever under or by reason of, or any rights to enforce or cause Parent to enforce, the Investor Commitment of any Equity Investor, or any provision of this letter agreement; provided that the Company may rely upon this letter agreement as an express third party beneficiary, solely (a) to seek to enjoin the assignment or amendment or waiver of this letter agreement without the consent of the Company to the extent such consent is expressly required under Section 6 or the first sentence of Section 12 hereof, as applicable, or (b) to the extent that the Company is awarded, in accordance with and subject to the terms of Section 9.11 (Specific Performance) of the Merger Agreement, specific performance of the Equity Investors obligations to fund their respective Investor Commitments at the Closing under this letter agreement; provided, that Merger Sub, each Related Party of Parent, Merger Sub or any Equity Investor and any Related Party of any such Related Party may rely upon Sections 4 and 5 of this letter agreement as an intended third-party beneficiary. Neither Parent nor the Company will be required to prove actual damages in connection with seeking specific performance in accordance with the terms hereof. The Equity Investors hereby waive any requirement for the securing or posting of any bond in connection with such remedy, and the Equity Investors hereby agree not to assert that the remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable on the basis that (i) Parent or the Company has an adequate remedy at law or (ii) an award of specific enforcement is not an appropriate remedy for any reason at law or equity. Except as expressly set forth in Section 6, the first sentence of this Section 7 or the first sentence of Section 12, nothing set forth in this letter agreement shall be construed to confer upon or give any Person other than Parent any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Investor Commitment of any Equity Investor or any provision of this letter agreement. Parent’s creditors shall have no right to enforce this letter agreement or to cause Parent to enforce this letter agreement. For the avoidance of doubt and notwithstanding anything to the contrary contained in the Merger Agreement or in this letter agreement, and notwithstanding that this letter agreement is referred to in the Merger Agreement, no party other than Parent and, only to the extent expressly provided in this letter agreement, the Company, shall have any rights against any Equity Investor pursuant to this letter agreement.

 

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8.            Confidentiality. This letter agreement shall be treated as strictly confidential and is being provided to Parent and the Company solely in connection with the Merger Agreement and the transactions contemplated thereby. This letter agreement may not be disclosed to any Person or used, circulated, quoted or otherwise referred to in any document (other than the Merger Agreement, the Other Equity Commitment Letter, the Guaranty and the Other Guaranty), except with the written consent of each Equity Investor; provided that Parent, the Company and the parties hereto may each disclose the existence of this letter agreement (a) to its respective Representatives and affiliates if it agrees to cause each such Representative or affiliate to treat this letter agreement and its contents as confidential, and to cause its directors, officers and advisors to so treat this letter agreement and its contents as confidential and agrees to be responsible for any breach by any such Representative of such obligations, (b) to the extent required by applicable Law or stock exchange rule or requirement or in connection with any securities regulatory agency filings relating to the transactions contemplated by the Merger Agreement, (c) as reasonably necessary in connection with filings, approvals and rulings to be obtained from any Governmental Authority (it being understood that any such filing may include the filing of a copy of this letter agreement), or (d) as necessary to enforce any rights pursuant to any proceeding that may arise between or among any of the parties hereto and/or the Company in respect of this letter agreement.

 

9.            Equity Investor Representations. Each Equity Investor hereby represents and warrants that (a) it is an entity formed and validly existing under the laws of its jurisdiction of formation and it has the power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by such Equity Investor has been duly and validly authorized and approved by all necessary limited partnership, limited liability company, or corporate action, as applicable, and no other proceedings or actions on the part of such Equity Investor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against such Equity Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (d) the execution, delivery and performance by such Equity Investor of this letter agreement does not and will not violate the organizational or governing documents of such Equity Investor; and (e) as of the Closing, to the extent (if any) that any Equity Investor’s organizational or governing documents limit the amount it may commit to any one investment, such Equity Investor’s Investor Commitment will be less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of such organizational or governing documents.

 

10.            Waiver of Trial by Jury; Governing Law; Consent to Jurisdiction. Sections 9.10, 9.13 and 9.14 of the Merger Agreement are incorporated herein, mutatis mutandis.

 

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11.            Counterparts. This letter agreement may be executed in multiple counterparts (and may be delivered by facsimile transmission or via email as a portable document format (.pdf)), each of which will be deemed an original but all of which together shall constitute one and the same instrument. This letter agreement will become effective upon its acceptance by Parent, as evidenced by the delivery to each Equity Investor of a counterpart of this letter agreement executed by Parent.

 

12.            Amendments and Waivers. No amendment or waiver of any provision of this letter agreement will be valid and binding unless it is in writing and signed by Parent and each Equity Investor and the Company (as a third party beneficiary hereunder). Parent shall not release the Other Investor under the Other Equity Commitment Letter from any obligations therein or agree to any amendment, supplement, modification or other waiver of any provision therein without the prior written consent of the Equity Investors.

 

13.            Interpretation. The parties have participated jointly in negotiating and drafting this letter agreement. If an ambiguity or a question of intent or interpretation arises, this letter agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this letter agreement.

 

[Remainder of page intentionally left blank.]

 

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Very truly yours,

 

  Searchlight Capital III, L.P.
   
  By: Searchlight Capital Partners III GP, L.P.,
    its general partner
   
  By: Searchlight Capital Partners III GP, LLC,
    its general partner
   
  By: /s/ Andrew Frey
    Name: Andrew Frey
    Title: Authorized Person
   
  Searchlight Capital III PV, L.P.
   
  By: Searchlight Capital Partners III GP, L.P.,
    its general partner
   
  By: Searchlight Capital Partners III GP, LLC,
    its general partner
   
  By: /s/ Andrew Frey
    Name: Andrew Frey
    Title: Authorized Person

 

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Accepted and Agreed,

 

CONDOR HOLDINGS, LLC

By: Searchlight III CVL L.P., its sole member

By: Searchlight III CVL GP, LLC, its general partner

 

By: /s/ Andrew Frey  
  Name: Andrew Frey  
  Title: Authorized Person  

 

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EXHIBIT A

 

Equity Investor

Investor Commitment

(Percentage of Aggregate Commitment)

Searchlight Capital III, L.P. $161,514,369 (57.08%)
Searchlight Capital III PV, L.P. $121,426,807 (42.92%)

 

 

 

Exhibit (d)(v)

 

LIMITED GUARANTY

 

Limited Guaranty, dated as of October 15, 2023 (this “Guaranty”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Consolidated Communications Holdings, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated, supplemented or modified from time to time, the “Merger Agreement”), by and among Condor Holdings LLC, a Delaware limited liability company (“Parent”), Condor Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Guaranteed Party, pursuant to which, among other things, on the Closing Date, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Guaranteed Party (the “Merger”) with the Guaranteed Party surviving the Merger as a wholly owned Subsidiary of Parent. Except as otherwise specified herein, capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement. The term “affiliate,” as used herein, shall have the meaning ascribed to it in the Merger Agreement, disregarding the last two provisos of the definition thereof.

 

1.            Limited Guaranty. To induce the Guaranteed Party to enter into the Merger Agreement, each Guarantor hereby guarantees, severally and not jointly, and not jointly and severally, to the Guaranteed Party, subject to the terms and subject to the conditions set forth herein and in the Merger Agreement, without duplication, the payment of the percentage set forth opposite such Guarantor’s name on Exhibit A hereto of any amount for which Parent or Merger Sub is determined by a court of competent jurisdiction to be liable pursuant to any final, binding and non-appealable judgment thereof in respect of any claim for monetary damages made by the Guaranteed Party in accordance with, and on the terms and subject to the conditions set forth in, the Merger Agreement and herein (any such amounts, the “Guaranteed Obligations”); provided that (i) the maximum liability of each Guarantor hereunder shall not exceed the percentage of the Maximum Aggregate Amount (as defined below) set forth opposite such Guarantor’s name on Exhibit A hereto (such amount with respect to each Guarantor is such Guarantor’s “Maximum Guarantor Amount”) and (ii) the maximum aggregate liability of the Guarantors hereunder shall not exceed $24,394,118 (the “Maximum Aggregate Amount”), it being understood and agreed that this Guaranty may not be enforced without giving full and absolute effect to the Maximum Aggregate Amount and each Maximum Guarantor Amount and may be enforced for the payment of money only. The Guaranteed Party, on behalf of itself and its Subsidiaries and its and their respective Related Parties, hereby agrees that the Guarantors shall in no event be required to pay in the aggregate more than the Maximum Aggregate Amount (and that each Guarantor shall in no event be required to pay in the aggregate more than such Guarantor’s Maximum Guarantor Amount) under, in respect of, or in connection with this Guaranty or the Merger Agreement, and no Guarantor shall have any obligation or liability to any Person under, in respect of or in connection with this Guaranty or the Merger Agreement other than (A) to the Guaranteed Party under this Guaranty as expressly set forth herein and (B) to Parent under the Equity Commitment Letter, dated as of the date hereof, by and between Parent and the Guarantors (the “Equity Commitment Letter”), as expressly set forth therein. Notwithstanding anything to the contrary contained in this Guaranty or in the Merger Agreement, the Guaranteed Party hereby agrees, on behalf of itself and its Subsidiaries and its and their respective Related Parties, that to the extent Parent and Merger Sub are relieved of all or any portion of their obligations under the Merger Agreement by satisfaction thereof or pursuant to any other agreement with the Guaranteed Party, each Guarantor shall be similarly relieved, to such extent, of its respective obligations under this Guaranty. For the avoidance of doubt, the obligations of the Guarantors under this Guaranty and of British Columbia Investment Management Corporation, in respect of a pooled investment portfolio formed under the Pooled Investment Portfolios Regulation (British Columbia) and known as the “2020 Private Equity Fund” (the “Other Guarantor”) under the Limited Guaranty, dated as of the date hereof, by the Other Guarantor in favor of the Guaranteed Party (the “Other Guaranty”) shall be several and not joint, and not joint and several, and the Guarantors shall not have any liability or obligation whatsoever for or in respect of the Other Guaranty. In no event shall this Guaranty be enforced unless the Other Guaranty is (and the obligations of each Guarantor hereunder are) being concurrently enforced by the Company (or, in the case of the Other Guaranty, the obligations under such Other Guaranty have already been satisfied in full), pro rata based on the Maximum Aggregate Amount (as defined in the Other Guaranty) and the Maximum Aggregate Amount herein (and, with respect to the obligations of the Guarantors hereunder, pro rata based on the amount of each Guarantor’s Maximum Guarantor Amount).

 

 

 

2.            Terms of Limited Guaranty; Recovery Claim.

 

(a)            This Guaranty is a primary and original obligation of the Guarantors (and is not merely the creation of a surety relationship) and is a guarantee of payment, not collection, and a separate action or actions may be brought and prosecuted against the Guarantors to enforce this Guaranty, irrespective of whether any action is brought against Parent, Merger Sub or any other Person or whether Parent, Merger Sub or any other Person is joined in any such action or actions. Each Guarantor reserves the right, notwithstanding anything to the contrary provided herein, to assert, as a defense to, or release or discharge of, any obligation of such Guarantor hereunder, any claim, set off, deduction, release or defenses which any Guarantor, Parent, Merger Sub or any of their affiliates could assert against the Guaranteed Party under the terms of this Guaranty or the Merger Agreement (the “Preserved Matters”).

 

(b)            The liability of the Guarantors under this Guaranty shall, to the fullest extent permitted under applicable Law, be absolute, irrevocable and unconditional, irrespective of:

 

(i)           any change in the corporate existence, structure or ownership of Parent, Merger Sub or any Guarantor, or any insolvency, bankruptcy, reorganization, liquidation or other similar proceeding of Parent, Merger Sub or any Guarantor or affecting any of their respective assets;

 

(ii)          any change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, the Guaranteed Obligations, or any liability incurred directly or indirectly in respect thereof;

 

(iii)         the existence of any claim, set-off or other right that the Guarantors may have at any time against Parent, Merger Sub or any of their respective Related Parties, whether in connection with any of the Guaranteed Obligations or otherwise;

 

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(iv)         the right by statute or otherwise to require the Guaranteed Party to institute suit against Parent or Merger Sub or to exhaust any rights and remedies which the Guaranteed Party has or may have against Parent or Merger Sub;

 

(v)          for the avoidance of doubt subject to Section 6, the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent or any Guarantor;

 

(vi)         the addition or substitution of any Person now or hereafter liable with respect to any of the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement;

 

(vii)        the adequacy of any other means the Guaranteed Party may have of obtaining payment of any of the Guaranteed Obligations;

 

(viii)       the value, genuineness, validity, illegality or enforceability of the Merger Agreement or the Equity Commitment Letter to which the Guarantors are party, in each case in accordance with its terms (except as such value, genuineness, validity, illegality or enforceability may be questioned as to the Guaranteed Party); or

 

(ix)          any incapacity, lack of authority or limitation of status or power of Parent or Merger Sub.

 

(c)            Subject to the Maximum Aggregate Amount and the terms and conditions of the Merger Agreement, to the fullest extent permitted by applicable Laws, the Guarantors hereby expressly waive any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantors waive promptness, diligence, notice of acceptance of this Guaranty and of the Guaranteed Obligations, presentment, demand for payment, notice of nonperformance, default, dishonor and protest, notice of the incurrence of any Guaranteed Obligations and all other notices of any kind (other than the provision to Parent or Merger Sub of notices required to be provided to Parent or Merger Sub pursuant to the Merger Agreement or to the applicable parties as set forth in any other agreement contemplated in connection with the Transactions), all defenses which may be available by virtue of any stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (in each case, other than (i) Preserved Matters or (ii) fraud by the Guaranteed Party or any of its Subsidiaries or its or their respective Related Parties). Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guaranty are knowingly made in contemplation of such benefits.

 

Notwithstanding the foregoing or anything to the contrary in this Guaranty, each of the Guarantors shall be fully released and discharged hereunder if the Guaranteed Obligations are paid in full by Parent, Merger Sub or any other Person in accordance with the Merger Agreement.

 

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3.            Sole Remedy.

 

(a)            The Guaranteed Party acknowledges and agrees that:

 

(i)            the sole cash assets of Parent and Merger Sub are cash in a de minimis amount, and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs in accordance with the terms and conditions of the Merger Agreement, and that, without limiting the express third-party beneficiary rights of the Guaranteed Party under the Equity Commitment Letters, subject to all of the terms, conditions and limitations in the Merger Agreement and therein, the Guaranteed Party shall not have any right to cause any assets to be contributed to Parent or Merger Sub by any Guarantor, any Guarantor’s Related Parties or any other Person;

 

(ii)          that the Guaranteed Party is bound by and shall comply with the applicable terms and conditions of Sections 2, 3, 4, 5, 7 and 8 of the Equity Commitment Letter;

 

(iii)         the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Guaranty, the Merger Agreement, the Equity Commitment Letter, that certain Equity Commitment Letter entered into by and between Parent and the Other Guarantor on the date hereof (the “Other Equity Commitment Letter”), the Other Guaranty or the transactions contemplated hereby or thereby, other than as expressly set forth herein or in the Equity Commitment Letter; and

 

(iv)         notwithstanding anything to the contrary in this Guaranty, the Equity Commitment Letter, the Other Equity Commitment Letter, the Other Guaranty or the Merger Agreement, it has no and shall have no right of recovery against Parent, Merger Sub, any Guarantor, any Related Party (as defined below) of any of the foregoing or any Related Party of any such Related Party, through any Guarantor, Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate, limited liability company or limited partnership veil, by or through a claim by or on behalf of Parent or Merger Sub against a Guarantor or any Related Party of any Guarantor or any Related Party of any such Related Party, or otherwise, except for its rights against the Guarantors under this Guaranty pursuant to the terms and subject to the conditions hereof and except for the Excluded Claims (as defined in the Equity Commitment Letter).

 

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(b)            Recourse against the Guarantors under this Guaranty shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of the Guaranteed Party and its Subsidiaries and all of its and their respective Related Parties against any Guarantor, Parent, Merger Sub, any Related Party of any of the foregoing or any Related Party of any such Related Party in respect of any breaches, losses or damages arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, including in respect of any written or oral representations made or alleged to be made in connection therewith, other than with respect to any Excluded Claims. The Guaranteed Party hereby unconditionally and irrevocably covenants and agrees that it shall not institute, and shall cause its Subsidiaries and its and their respective Related Parties not to institute, any proceeding or bring any other claim (whether at law, in equity, in contract, in tort or otherwise) arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter, the Other Equity Commitment Letter, this Guaranty, the Other Guaranty or the transactions contemplated thereby or hereby, or in respect of any written or oral representations made or alleged to be made in connection therewith or herewith, against any Guarantor, Parent, Merger Sub, any Related Party of any of the foregoing or any Related Party of any such Related Party, except for claims of the Guaranteed Party against the Guarantors under this Guaranty and Excluded Claims. As used in this Guaranty, the term “Related Party” shall mean, with respect to any Person, any former, current or future direct or indirect equity holder, controlling Person, general or limited partner, shareholder, member, manager, director, officer, employee, agent, affiliate, assignee, client, contractor, Representative or financing source of such Person (and with respect to a Guarantor, Parent or Merger Sub, in addition to the foregoing, shall also include any other SCP Person, but shall exclude the Guarantors, Parent and Merger Sub); provided that in no event shall the Company or its Subsidiaries be considered a Related Party of Parent, Merger Sub, any Guarantor or any of their respective Related Parties.

 

(c)            Without limiting the Company’s right to obtain specific performance of the Equity Financing at the Closing in accordance with the Merger Agreement and the Equity Commitment Letters, the Guaranteed Party further covenants and agrees that it shall not have the right to recover, and shall not recover, and shall not institute, directly or indirectly, and shall cause its Subsidiaries and its and their respective officers, directors, affiliates or other Representatives not to institute, any proceeding or bring any other claim to recover, more than the Maximum Aggregate Amount from the Guarantors in respect of any liabilities or obligations of the Guarantors, Parent or Merger Sub or the respective assignees of the foregoing, or the applicable Maximum Guarantor Amount from each Guarantor and its assigns in respect of any liabilities or obligations of the Guarantors, Parent or Merger Sub or the respective assignees of the foregoing, arising under or in connection with the Merger Agreement, this Guaranty or the transactions contemplated thereby or hereby, and the Guaranteed Party shall promptly return all monies paid to it or its Subsidiaries or its or their respective Related Parties by the Guarantors or their assignees in excess of the Maximum Aggregate Amount or applicable Maximum Guarantor Amount.

 

(d)            The Guaranteed Party acknowledges that each Guarantor is agreeing to enter into this Guaranty in reliance on the provisions set forth in this Section 3. This Section 3 shall survive termination of this Guaranty.

 

4.            No Waiver; Cumulative Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by applicable Law or other agreement shall be cumulative and not exclusive of any other and may be exercised by the Guaranteed Party at any time or from time to time.

 

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5.            Representations and Warranties. Each Guarantor hereby represents and warrants with respect to itself that:

 

(a)            it is an entity formed and validly existing under the laws of its jurisdiction of formation and it has the power and authority to execute, deliver and perform its obligations under this Guaranty;

 

(b)            the execution, delivery and performance by it of this Guaranty do not and will not (i) violate its constituent documents, (ii) violate any applicable law or judgment, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any material contract to which it is a party (except, in the case of clauses (ii) and (iii), as would not prevent the Guarantors from paying the Guaranteed Obligations pursuant to this Guaranty);

 

(c)            the execution, delivery and performance of this Guaranty have been duly authorized by all necessary action by such Guarantor and this Guaranty has been duly executed and delivered by such Guarantor;

 

(d)            all consents, approvals, authorizations and permits of, filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Guaranty by it have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority is required in connection with the execution, delivery or performance of this Guaranty (except, in each case, for such consents, approvals, authorizations, permits, actions, filings and notifications as are set forth in Section 3.4 of the Merger Agreement or as would not prevent the Guarantors from paying the Guaranteed Obligations pursuant to this Guaranty);

 

(e)            this Guaranty is a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing; and

 

(f)            such Guarantor has unfunded capital commitments in an amount not less than such Guarantor’s Maximum Guarantor Amount or has such other financial means at its disposal to enable such Guarantor to pay such Guarantor’s Maximum Guarantor Amount when due.

 

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6.             Termination. This Guaranty shall terminate and the Guarantors shall have no further obligation under this Guaranty as of the earliest to occur of: (a) consummation of the Merger and the Closing in accordance with the terms of the Merger Agreement (including the payment of the Merger Consideration); (b) the grant of specific performance or any other equitable remedy in respect of the Merger or the Equity Commitment Letter or the Other Equity Commitment Letter that specifically enforces (i) Parent’s and Merger Sub’s obligation to consummate the Merger or (ii) the payment of any amount by a Guarantor under the Equity Commitment Letter or the Other Guarantor under the Other Equity Commitment Letter; (c) the payment of the Maximum Aggregate Amount in respect of the Guaranteed Obligations; (d) 90 days following the termination of the Merger Agreement in accordance with its terms unless prior to such date the Guaranteed Party shall have commenced a Proceeding against any Guarantor, and Parent or Merger Sub, alleging that any such Guaranteed Obligations are due and owing, in which case this Guaranty shall survive solely with respect to such obligations and shall terminate upon the final, non-appealable resolution of all such Proceedings by a court of competent jurisdiction and the satisfaction by the Guarantors of any obligations finally determined or agreed to be owed by the Guarantors consistent with the terms hereof; (e) the termination of the Other Guaranty (other than as a result of the amounts due under such Other Guaranty being paid in full); and (f) the termination of this Guaranty by mutual written agreement of the Guarantors and the Guaranteed Party. Upon any termination of this Guaranty in accordance with and subject to the first sentence of this Section 6, no Person shall have any rights or claims against any of Parent, Merger Sub, any Guarantor, any Related Party of any of the foregoing or any Related Party of any such Related Party under the Merger Agreement, this Guaranty, the Equity Commitment Letter or in respect of any written or oral representations made or alleged to be made in connection herewith, whether at Law or equity, in contract, in tort or otherwise, and none of Parent, Merger Sub, any Guarantor, any Related Party of any of the foregoing or any Related Party of any such Related Party shall have any further liability or obligation relating to or arising out of the Merger Agreement, this Guaranty, the Other Guaranty or the Equity Commitment Letters, in respect of the transactions contemplated thereby or hereby or in respect of any written or oral representations made or alleged to be made in connection herewith or therewith, except that Section 3, this Section 6, Section 15 and Section 17 will survive termination of this Guaranty in accordance with their respective terms and conditions. In the event that the Guaranteed Party or any of its Subsidiaries or its or their respective officers, directors, affiliates or other Representatives asserts, directly or indirectly, in any litigation or any other proceeding (whether at Law, in equity, in contract, in tort or otherwise) that the provisions of Section 1 hereof limiting the Guarantors’ liability to the Maximum Aggregate Amount or any Guarantor’s liability to such Guarantor’s Maximum Guarantor Amount or the provisions of Section 3 hereof are illegal, invalid or unenforceable, in whole or in part, or asserts, directly or indirectly, in any litigation or any other proceeding, any theory of liability against Parent, Merger Sub, any Guarantor, any Related Party of any of the foregoing or any Related Party of any such Related Party with respect to the transactions contemplated by the Merger Agreement (including in respect of any written or oral representations made or alleged to be made in connection therewith) other than an Excluded Claim, (i) the obligations of each Guarantor under this Guaranty shall terminate forthwith and shall thereupon be null and void, (ii) if any Guarantor has previously made any payments under this Guaranty, such Guarantor shall be entitled to recover such payments from the Guaranteed Party and (iii) none of Parent or Merger Sub (except, in each case, with respect to any obligations under the Merger Agreement or, if the Merger Agreement is validly terminated in accordance with its terms, obligations under the Merger Agreement that by their terms survive the termination of the Merger Agreement), any Guarantor, any Related Party of any of the foregoing or any Related Party of any such Related Party shall have any liability to the Guaranteed Party or any of its Subsidiaries or any of its or their respective Related Parties with respect to the transactions contemplated by the Merger Agreement, the Equity Commitment Letter or this Guaranty (including in respect of any written or oral representations made or alleged to be made in connection therewith or herewith).

 

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7.            Continuing Guarantee. Except to the extent terminated pursuant to the provisions of Section 6 of this Guaranty, this Guaranty is a continuing one and shall remain in full force and effect until the payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantors, their successors and assigns, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors and permitted assigns. All obligations to which this Guaranty applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

 

8.            Entire Agreement. This Guaranty, together with the Merger Agreement, the Equity Commitment Letter, the Other Equity Commitment Letter and the Other Guaranty, contain the complete agreement between the parties hereto with respect to the subject matter hereof and thereof and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way, among Parent, Merger Sub, the Guarantors, any Related Party of any of the foregoing or any Related Party of any such Related Party, on the one hand, and the Guaranteed Party or any of its Subsidiaries or its or their respective Related Parties, on the other hand. Except as provided in this Guaranty, no representation or warranty has been made or relied upon by any of the parties to this Guaranty with respect to this Guaranty.

 

9.            Amendments and Waivers. No amendment or waiver of any provision of this Guaranty will be valid and binding unless it is in writing and signed, in the case of an amendment, by each of the Guarantors and the Guaranteed Party or, in the case of a waiver, by the party or each of the parties against whom the waiver is to be effective. No waiver by any party of any breach or violation of, or default under, this Guaranty, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in exercising any right, power, or remedy under this Guaranty will operate as a waiver thereof. The Guaranteed Party shall not release the Other Investor under the Other Guaranty from any obligations therein or agree to any amendment, supplement, modification or other waiver of any provision therein without the prior written consent of the Guarantors.

 

10.            Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Guaranty shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted via electronic mail to the applicable e-mail address set out below, in each case before 5:00 p.m., Eastern Time, on a Business Day (so long as no notice of failure of delivery is received by the sender), (c) the next Business Day following the day on which the same has been delivered prepaid to a reputable national overnight air courier service, or (d) the third (3rd) Business Day following the day on which the same is sent by certified or registered mail, postage prepaid. Notices, demands and communications, in each case to the respective parties hereto, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing by the applicable party:

 

If to any Guarantor, to:

 

Searchlight Capital Partners, L.P.
745 Fifth Avenue, 27th Floor
New York, New York 10151
Attention:     Nadir Nurmohamed
Facsimile:     212-207-3837
Email:            nnurmohamed@searchlightcap.com

 

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with a copy (which shall not constitute notice) to:

 

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention:     Steven A. Cohen
                        Victor Goldfeld
Facsimile:    (212) 403-2000
Email:           SACohen@wlrk.com
                        VGoldfeld@wlrk.com

 

If to the Guaranteed Party, as provided in the Merger Agreement.

 

11.            No Assignment. This Guaranty and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Guaranty nor any of the rights, interests or obligations hereunder may be assigned (by operation of law or otherwise) or delegated by either the Guarantors or the Guaranteed Party to any other Person without the prior written consent of the Guaranteed Party (in the case of an assignment by any Guarantor) or each of the Guarantors (in the case of an assignment by the Guaranteed Party) and any purported assignment without such consent shall be null and void and of no force and effect, except that if a portion of any Guarantor’s commitment under the Equity Commitment Letter is assigned in accordance with the terms thereof, then a corresponding portion of the obligations hereunder in respect of the Guaranteed Obligations may be assigned to the same assignee; provided, however, that notwithstanding any such assignment, each Guarantor shall remain liable to perform all of its obligations hereunder, except to the extent such obligations are actually paid to the Guaranteed Party by such assignee (in which case such Guarantor’s Maximum Guarantor Amount and the Maximum Aggregate Amount shall be reduced dollar for dollar by any amounts so paid).

 

12.            No Third Party Beneficiaries. This Guaranty is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder; provided, that Merger Sub, each Related Party of Parent, Merger Sub or any Guarantor and any Related Party of any such Related Party may rely upon Sections 3 and 6 of this Guaranty as an intended third-party beneficiary.

 

13.            Severability. Whenever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Guaranty is held to be prohibited by or invalid under applicable Law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty; provided, however, that this Guaranty may not be enforced without giving full and absolute effect to the limitation of the amount payable by the Guarantors hereunder to the Maximum Aggregate Amount and by each Guarantor to its Maximum Guarantor Amount provided in Section 1 hereof and to the provisions of Section 3, 6 and 12 hereof.

 

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14.            Interpretation. The headings and titles contained in this Guaranty are for convenience purposes only and will not in any way affect the meaning or interpretation hereof. The parties have participated jointly in negotiating and drafting this Guaranty. If an ambiguity or a question of intent or interpretation arises, this Guaranty shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Guaranty.

 

15.            Confidentiality. This Guaranty shall be treated as strictly confidential and is being provided to the Guaranteed Party solely in connection with the Merger Agreement and the transactions contemplated thereby. This Guaranty may not be disclosed to any Person or used, circulated, quoted or otherwise referred to in any document (other than the Merger Agreement, the Equity Commitment Letter, the Other Equity Commitment Letter and the Other Guaranty), except with the written consent of each Guarantor; provided that each Guarantor and the Guaranteed Party may each disclose the existence of this Guaranty (a) to its respective Representatives and affiliates if it agrees to cause each such Representative or affiliate to treat this Guaranty and its contents as confidential, and to cause its directors, officers and advisors to so treat this Guaranty and its contents as confidential and agrees to be responsible for any breach by any such Representative of such obligations, (b) to the extent required by applicable Law or stock exchange rule or requirement or in connection with any securities regulatory agency filings relating to the transactions contemplated by the Merger Agreement, (c) as reasonably necessary in connection with filings, approvals and rulings to be obtained from any Governmental Authority (it being understood that any such filing may include the filing of a copy of this Guaranty) or (d) as necessary to enforce any rights pursuant to any proceeding that may arise between or among any of the parties hereto in respect of this Guaranty.

 

16.            Counterparts. This Guaranty may be executed in multiple counterparts (and may be delivered by facsimile transmission or via email as a portable document format (.pdf)), each of which will be deemed an original but all of which together shall constitute one and the same instrument. This Guaranty will become effective upon its acceptance by the Guaranteed Party, as evidenced by the delivery to each Guarantor of a counterpart of this Guaranty executed by the Guaranteed Party.

 

17.            Waiver of Trial by Jury; Governing Law; Consent to Jurisdiction. Sections 9.10, 9.13 and 9.14 of the Merger Agreement are incorporated herein, mutatis mutandis.

 

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Guaranty as of the date first set forth above.

 

  Guarantors:
   
  Searchlight Capital III, L.P.
   
  By: Searchlight Capital Partners III GP, L.P.,
    its general partner
   
  By: Searchlight Capital Partners III GP, LLC,
    its general partner
   
  By: /s/ Andrew Frey
  Name: Andrew Frey
  Title: Authorized Person
   
  Searchlight Capital III PV, L.P.
   
  By: Searchlight Capital Partners III GP, L.P.,
    its general partner
   
  By: Searchlight Capital Partners III GP, LLC,
    its general partner
   
  By: /s/ Andrew Frey
  Name: Andrew Frey
  Title: Authorized Person

 

[Signature Page to Limited Guaranty]

 

 

 

Accepted and Agreed,  
   
Consolidated Communications Holdings, Inc.  
   
By: /s/ C. Robert Udell, Jr.   
  Name: C. Robert Udell, Jr.  
  Title: President and Chief Executive Officer  

 

[Signature Page to Limited Guaranty]

 

 

 

Exhibit A

 

Guarantor Maximum Guarantor Amount
(% of Maximum Aggregate
Amount)
Searchlight Capital III, L.P. $13,925,158 (57.08%)
Searchlight Capital III PV, L.P. $10,468,960 (42.92%)
Total $24,394,118 (100%)

 

 

 

Exhibit 107

 

CALCULATION OF FILING FEE TABLES

 

Schedule 13E-3

(Form Type)

 

Consolidated Communications Holdings, Inc.

Condor Holdings LLC

Condor Merger Sub Inc.

Searchlight III CVL, L.P.

Searchlight III CVL GP, LLC

(Exact Name of Registrant and Name of Persons Filing Statement)

 

Table 1: Transaction Valuation

 

  Proposed Maximum
Aggregate Value of
Transaction
Fee
Rate
Amount of
Filing Fee
Fees to Be Paid $564,771,200.00 (ii)(iii) 0.00014760 $83,360.23
Fees Previously Paid $0.00   $0.00
Total Transaction Valuation $564,771,200.00    
Total Fees Due for Filing     $83,360.23
Total Fees Previously Paid     $0.00
Total Fee Offsets     $83,360.23
Net Fee Due     $0.00

 

Table 2: Fee Offset Claims and Sources

 

  Registrant or Filer
Name
Form
or
Filing
Type
File
Number
Initial
Filing
Date
Filing
Date
Fee Offset
Claimed
Fee Paid
with Fee
Offset
Source
Fee Offset Claims   PREM 14A 000-51446 November 20, 2023   $83,360.23  
Fee Offset Sources Consolidated Communications Holdings, Inc. PREM 14A 000-51446   November 20, 2023   $83,360.23

 

Capitalized terms used below but not defined herein shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated October 15, 2023, by and among Consolidated Communication Holdings, Inc. (the “Company”), Condor Holdings LLC (the “Parent”) and Condor Merger Sub, Inc. (“Merger Sub”).

 

(i) Title of each class of securities to which the transaction applies: Common stock, par value $0.01 per share, of the Company (the “Company common stock”).

(ii) Aggregate number of securities to which the transaction applies: As of the close of business on November 16, 2023, the maximum number of shares of Company common stock to which this transaction applies is estimated to be 120,164,085, which consists of the following securities that are entitled to receive the per share merger consideration of $4.70:

  a. 113,081,486 issued and outstanding shares of Company common stock;

  b. 1,663,766 additional shares of Company common stock reserved and available for future issuance pursuant to performance share awards if all applicable performance goals are achieved at the maximum level;

  c. 3,406,499 shares of Company common stock underlying restricted share awards; and

  d. 2,012,334 shares of Company common stock underlying performance share awards.

(iii) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

Solely for the purpose of calculating the filing fee, as of the close of business on November 16, 2023, the underlying value of the transaction was calculated as the sum of:

 

  a. the product of 113,081,486 shares of Company common stock entitled to receive the per share merger consideration of $4.70 (the “Merger Consideration”), payable to the holder in cash, without interest, subject to any withholding of taxes required by applicable law, multiplied by the Merger Consideration of $4.70;

  b. the product of 1,663,766 additional shares of Company common stock reserved and available for future issuance pursuant to performance share awards if all applicable performance goals are achieved at the maximum level multiplied by the Merger Consideration of $4.70;

  c. the product of 3,406,499 shares of Company common stock underlying restricted share awards, multiplied by the Merger Consideration of $4.70; and

  d. the product of 2,012,334 shares of Company common stock underlying performance share awards multiplied by the Merger Consideration of $4.70;

 

(such sum, the “Total Consideration”).

 

In accordance with Section 14(g) of the Exchange Act, the filing fee was determined by multiplying the Total Consideration by 0.00014760.

 

(iv) The Company previously paid $83,360.23 upon the filing of its Preliminary Proxy Statement on Schedule 14A on November 20, 2023 in connection with the transaction reported hereby.

 

 

 


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