Consolidated Communications Announces Pricing of Senior Secured Notes
September 18 2020 - 4:02PM
Consolidated Communications (NASDAQ: CNSL) (“Consolidated”)
announced today that its wholly-owned subsidiary, Consolidated
Communications, Inc. ("CCI"), priced an offering (the "Offering")
of $750,000,000 aggregate principal amount of 6.500% senior secured
notes due 2028 (the "Notes"). The Notes bear interest at a rate of
6.500% per annum, payable semi-annually on April 1 and October 1,
commencing on April 1, 2021. The Notes were priced at par, which
will result in total gross proceeds of $750,000,000. The aggregate
offering size of $750,000,000 represents a decrease of $250,000,000
from the amount previously expected, as disclosed by Consolidated,
which amount is expected to be borrowed by Consolidated pursuant to
new credit facilities. The closing of the Offering is expected to
occur, and the Notes are anticipated to be issued, on or about
October 2, 2020, subject to customary closing conditions.
The Notes will be guaranteed by
Consolidated and certain of its existing and future wholly-owned
subsidiaries. Together with the proceeds from the
previously-announced credit facilities that CCI intends to enter
into, Consolidated intends to use the net proceeds of the Offering
to refinance CCI’s outstanding 6.500% senior notes due 2022 and
CCI’s existing credit facilities, and to pay the fees and expenses
in connection with the previously-announced strategic investment
from affiliates of Searchlight Capital Partners, L.P.
The Notes have not been and will not
be registered under the Securities Act of 1933, as amended (the
“Securities Act”), or the securities laws of any other
jurisdiction. The Notes are being offered or sold only to (1)
persons reasonably believed to be “qualified institutional buyers,”
as defined in Rule 144A under the Securities Act and (2) outside
the United States to non-U.S. persons in compliance with Regulation
S under the Securities Act.
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 proposed strategic investment from Searchlight or our
refinancing of outstanding debt, including Consolidated’s proposed
new senior secured credit facilities, 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; economic and financial market
conditions generally and economic conditions in our service areas;
various risks to the price and volatility of our common stock;
changes in the valuation of pension plan assets; the substantial
amount of debt and our ability to repay or refinance it or incur
additional debt in the future; our need for a significant amount of
cash to service and repay the debt restrictions contained in our
debt agreements that limit the discretion of management in
operating the business; regulatory changes, including changes to
subsidies, rapid development and introduction of new technologies
and intense competition in the telecommunications industry; risks
associated with our possible pursuit of acquisitions; system
failures; cyber-attacks, information or security breaches or
technology failure of ours or of a third party; losses of large
customers or government contracts; risks associated with
the rights-of-way for the network; disruptions in the
relationship with third party vendors; losses of key management
personnel and the inability to attract and retain highly qualified
management and personnel in the future; changes in the extensive
governmental legislation and regulations governing
telecommunications providers and the provision of
telecommunications services; new or changing tax laws or
regulations; telecommunications carriers disputing and/or avoiding
their obligations to pay network access charges for use of our
network; high costs of regulatory compliance; the competitive
impact of legislation and regulatory changes in the
telecommunications industry; and liability and compliance costs
regarding environmental regulations; and risks associated with
discontinuing paying dividends on our common stock. A detailed
discussion of these and other risks and uncertainties that could
cause actual results and events to differ materially from such
forward-looking statements are discussed in more detail in our
filings with the SEC, including our reports on
Form 10-K and Form 10-Q. Many of these
circumstances are beyond our ability to control or predict.
Moreover, forward-looking statements necessarily involve
assumptions on our part. These forward-looking statements generally
are identified by the words “believe,” “expect,” “anticipate,”
“estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,”
“would,” “will be,” “will continue” or similar expressions. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements of 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 SEC, we
disclaim any intention or obligation to update or revise publicly
any forward-looking statements. You should not place undue reliance
on forward-looking statements.
About Consolidated CommunicationsConsolidated
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 46,000 fiber route miles, Consolidated
Communications is a top-10 fiber provider in the U.S. offering a
wide range of communications solutions, including: high-speed
Internet, data, phone, security, managed services, cloud services
and wholesale, carrier solutions. From our first connection 125
years ago, Consolidated is dedicated to turning technology into
solutions, connecting people and enriching how they work and live.
Visit www.consolidated.com for more information.
Contact: Jennifer Spaude,
Consolidated Communications507-386-3765,
jennifer.spaude@consolidated.com
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