Consolidated Communications Announces Pricing of Senior Secured Notes
March 04 2021 - 5:00PM
Business Wire
Consolidated Communications Holdings, Inc. (NASDAQ: CNSL)
(“Consolidated”) announced today that its wholly-owned subsidiary,
Consolidated Communications, Inc. (“CCI”), priced an offering (the
“Offering”) of $400 million aggregate principal amount of 5.000%
senior secured notes due 2028 (the “Notes”). The Notes bear
interest at a rate of 5.000% per annum, payable semi-annually on
April 1 and Oct. 1, commencing on Oct. 1, 2021. The Offering will
result in total gross proceeds of $400 million. The closing of the
Offering is expected to occur, and the Notes are anticipated to be
issued, on or about Mar. 18, 2021, subject to customary closing
conditions.
The Notes will be guaranteed by Consolidated and certain of its
existing and future wholly-owned subsidiaries. CCI intends to use
the net proceeds of the Offering to repay a portion of the term
loans outstanding under CCI's Credit Agreement, dated as of Oct. 2,
2020, as amended by Amendment No.1, dated as of Jan. 15, 2021, pay
fees and expenses in connection with the Offering and use the
remaining net proceeds, if any, for general corporate purposes.
The Notes will be offered in the United States to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and outside the United States pursuant to
Regulation S under the Securities Act. The Notes and the related
guarantees have not been registered under the Securities Act, or
any state securities laws, and, unless so registered, may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws.
This press release is for informational purposes only and does
not constitute an offer to sell the Notes, nor a solicitation for
an offer to purchase the Notes or any other securities, nor shall
there be any sales of Notes or other securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such jurisdiction.
Forward-Looking Statements
Certain statements in this press release are forward-looking
statements and are made pursuant to the safe harbor provisions of
the Securities Litigation Reform Act of 1995. These forward-looking
statements reflect, among other things, our current expectations,
plans, strategies, and anticipated financial results. There are a
number of risks, uncertainties, and conditions that may cause our
actual results to differ materially from those expressed or implied
by these forward-looking statements. These risks and uncertainties
include a number of factors related to our business, including the
uncertainties relating to the impact of the novel coronavirus
(COVID-19) pandemic on Consolidated’s business, results of
operations, cash flows, stock price and employees; the possibility
that any of the anticipated benefits of the strategic investment
from Searchlight Capital Partners, L.P. will not be realized; the
outcome of any legal proceedings that may be instituted against
Consolidated or its directors; the ability to obtain regulatory
approvals and meet other closing conditions to the investment on a
timely basis or at all, including the risk that regulatory
approvals required for the investment are not obtained on a timely
basis or at all, or are obtained subject to conditions that are not
anticipated or that could adversely affect Consolidated or the
expected benefits of the investment; the anticipated use of
proceeds of the strategic investment and the Offering; economic and
financial market conditions generally and economic conditions in
our service areas; various risks to the price and volatility of our
common stock; changes in the valuation of pension plan assets; our
substantial amount of debt and our ability to repay or refinance it
or incur additional debt in the future; our need for a significant
amount of cash to service and repay the debt restrictions contained
in our debt agreements that limit the discretion of management in
operating the business; regulatory changes, including changes to
subsidies, rapid development and introduction of new technologies
and intense competition in the telecommunications industry; risks
associated with our possible pursuit of acquisitions; system
failures; cyber-attacks, information or security breaches or
technology failure of ours or of a third party; losses of large
customers or government contracts; risks associated with the
rights-of-way for the network; disruptions in the relationship with
third party vendors; losses of key management personnel and the
inability to attract and retain highly qualified management and
personnel in the future; changes in the extensive governmental
legislation and regulations governing telecommunications providers
and the provision of telecommunications services; new or changing
tax laws or regulations; telecommunications carriers disputing
and/or avoiding their obligations to pay network access charges for
use of our network; high costs of regulatory compliance; the
competitive impact of legislation and regulatory changes in the
telecommunications industry; and liability and compliance costs
regarding environmental regulations; and risks associated with
discontinuing paying dividends on our common stock. A detailed
discussion of these and other risks and uncertainties that could
cause actual results and events to differ materially from such
forward-looking statements are discussed in more detail in our
filings with the SEC, including our reports on Form 10-K and Form
10-Q. Many of these circumstances are beyond our ability to control
or predict. Moreover, forward-looking statements necessarily
involve assumptions on our part. These forward-looking statements
generally are identified by the words “believe,” “expect,”
“anticipate,” “estimate,” “project,” “intend,” “plan,” “should,”
“may,” “will,” “would,” “will be,” “will continue” or similar
expressions. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements of Consolidated and its
subsidiaries to be different from those expressed or implied in the
forward-looking statements. All forward-looking statements
attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the cautionary statements that
appear throughout this press release. Furthermore, forward-looking
statements speak only as of the date they are made. Except as
required under the federal securities laws or the rules and
regulations of the U.S. Securities and Exchange Commission, we
disclaim any intention or obligation to update or revise publicly
any forward-looking statements. You should not place undue reliance
on forward-looking statements.
About Consolidated Communications
Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) is a
leading broadband and business communications provider serving
consumers, businesses, and wireless and wireline carriers across
rural and metro communities and a 23-state service area. Leveraging
an advanced fiber network spanning 46,600 fiber route miles,
Consolidated Communications is a top-10 fiber provider in the U.S.
offering a wide range of communications solutions, including:
high-speed Internet, data, phone, security, managed services, cloud
services and wholesale, carrier solutions. From our first
connection 125 years ago, Consolidated is dedicated to turning
technology into solutions, connecting people and enriching how they
work and live. Visit www.consolidated.com for more information.
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version on businesswire.com: https://www.businesswire.com/news/home/20210304006103/en/
Jennifer Spaude, 507-386-3765, investor@consolidated.com
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