UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

(Amendment No.)

 

Filed by the Registrant x Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

 

¨ Preliminary Proxy Statement 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 

¨ Definitive Proxy Statement 

¨ Definitive Additional Materials 

x Soliciting Material Pursuant to Rule 14a-12

 

Consolidated Communications Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box)

 

xNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

 

 

 

 

 

GRAPHIC

Transaction with Searchlight is the Best Strategic Alternative Available to Shareholders Consolidated Communications Holdings, Inc. January 10, 2024

2 Legal Disclosure Forward-Looking Statements Certain statements in this communication are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, the Company’s current expectations, plans, strategies and anticipated financial results. There are a number of risks, uncertainties and conditions that may cause the Company’s actual results to differ materially from those expressed or implied by these forward-looking statements, including: (i) the risk that the Proposed Transaction may not be completed in a timely manner or at all; (ii) the failure to receive, on a timely basis or otherwise, the required approvals of the Proposed Transaction by the Company’s stockholders; (iii) the possibility that any or all of the various conditions to the consummation of the Proposed Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the Proposed Transaction, including in circumstances which would require the Company to pay a termination fee; (vi) the effect of the announcement or pendency of the Proposed Transaction on the Company’s ability to attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, suppliers and other business counterparties, or its operating results and business generally; (vii) risks related to the Proposed Transaction diverting management’s attention from the Company’s ongoing business operations; (viii) the amount of costs, fees and expenses related to the Proposed Transaction; (ix) the risk that the Company’s stock price may decline significantly if the Proposed Transaction is not consummated; (x) the risk of shareholder litigation in connection with the Proposed Transaction, including resulting expense or delay; and (xi) (A) the risk factors described in Part I, Item 1A of Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and (B) the other risk factors identified from time to time in the Company’s other filings with the SEC. Filings with the SEC are available on the SEC’s website at http://www.sec.gov. Many of these circumstances are beyond the Company’s ability to control or predict. These forward-looking statements necessarily involve assumptions on the Company’s part. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “should,” “may,” “will,” “would” or similar expressions. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this communication. Furthermore, undue reliance should not be placed on forward-looking statements, which are based on the information currently available to the Company and speak only as of the date they are made. The Company disclaims any intention or obligation to update or revise publicly any forward-looking statements. Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the Proposed Transaction. The Special Meeting will be held on January 31, 2024 at 9:00 A.M. Central Time, at which meeting the stockholders of the Company will be asked to consider and vote on a proposal to adopt the merger agreement and approve the Proposed Transaction. In connection with the Proposed Transaction, the Company filed relevant materials with the SEC, including the Proxy Statement. The Company commenced mailing the Proxy Statement and a proxy card to each stockholder of the Company entitled to vote at the Special Meeting on December 18, 2023. In addition, the Company and certain affiliates of the Company jointly filed an amended transaction statement on Schedule 13e-3 (the “Schedule 13e-3”). INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND THE SCHEDULE 13E-3, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SEARCHLIGHT AND BCI AND THE PROPOSED TRANSACTION. Investors and stockholders of the Company are able to obtain these documents free of charge from the SEC's website at www.sec.gov, or free of charge from the Company by directing a request to the Company at 2116 South 17th Street, Mattoon, IL 61938, Attention: Investor Relations or at tel: +1 (844) 909-2675.

GRAPHIC

3 Executive Summary Transaction Offers a Compelling Valuation, and Shifts Execution, Liquidity and Market Risk to Buyers 1 ✓ All-cash offer at a 70% premium to unaffected1 price is significantly higher than public and take-private precedent transactions, and exceeds analysts’ price targets ✓ Implied 9.6x LTM EBITDA multiple is higher than any Local Exchange Carrier (LEC) precedent transaction in at least a decade ✓ Provides shareholders with a substantial premium despite material sector-wide decline since initial non-binding offer was made ✓ Eliminates ongoing uncertainty from strategic plan’s liquidity, funding and execution risks, transferring those risks to the buyers ✓ Extensive special committee process – including 35+ meetings over a 6-month span ̶ Examined multiple strategic alternatives, and effects of core constraints on strategic flexibility ̶ Successfully negotiated a 17.5% increase2 in price amid a decline in peer shares Standalone Plan Carries More Downside Risk than Upside 2 ✓ No longer has the liquidity to fund its prior standalone growth plans, and sufficient external financing is not readily available ̶ Asset sale proceeds are exhausted and asset securitization on commercially acceptable terms is not a viable option in the near-term ̶ Leverage ratio is already close to covenant maximum, and the Company’s revolver will be maxed out in the near-term ̶ Revolver’s “springing covenant,” which reduces amount of capital available in revolver if ratio is exceeded, puts remaining capital at heightened risk from execution headwinds / cost increases ✓ Liquidity constraints add serious risk to Consolidated’s capital-intensive fiber transformation – a requirement to remain competitive and deliver growth – leaving little margin for error ✓ Time to market is imperative – those who are first to market with fiber offerings will be best-positioned to take and hold significant share – delays to Consolidated’s fiber build due to liquidity constraints cedes its incumbency advantage, presenting potential franchise risk by making investments in less economical target markets Following Wildcat’s Lead Would be Disastrous for Shareholders 3 ✓ Wildcat may dismiss the strategic urgency of our liquidity constraints – but if this deal is not approved the market will not ̶ Consolidated’s closest peers (Lumen and Frontier) have traded down approximately (26%) and (22%)3 , respectively4 , underscoring the market’s concern about the challenges Consolidated and its peers face ✓ Wildcat’s analysis fails to account for both the cost and dilutive impact of additional capital needed to execute the plan and the significant execution risks that fiber conversion presents ✓ Wildcat’s core argument – that Frontier’s valuation demonstrates Consolidated is worth more – is a mirage: at Frontier’s valuation multiple, Consolidated would have negative equity value ✓ Shareholders are not leaving value on the table: no other bidders emerged during the well-publicized process or post-announcement, underscoring that this is the best deal available to the Company Source: FactSet (as of December 29, 2023 and October 16, 2023) Notes: 1. Unaffected date is April 12, 2023, the last trading day prior to public announcement of the non-binding proposal 2. Percentage increase based on (offer price of $4.70 / initial offer price submitted by Searchlight & BCI of $4.00) - 1 3. Frontier share price return calculated from April 12, 2023 through October 16, 2023 (the day before Jana Partners publicly advocated for a sale of Frontier) 4. Share price returns calculated from April 12, 2023 (the unaffected date) through December 29, 2023

GRAPHIC

4 Transaction Offers a Compelling Valuation, and Shifts Execution, Liquidity and Market Risk to Buyers

GRAPHIC

(80%) (60%) (40%) (20%) - 20% 40% Apr-22 Oct-23 5 Sources: FactSet (as of October 13, 2023), company filings Notes: 1. Peers include Frontier Communications Parent, Inc., Lumen Technologies, Inc., Cable One, Inc., Shenandoah Telecommunications Company, ATN International, Inc., WideOpenWest, Inc., Altice USA, Inc. and Charter Communications, Inc. 2. Unaffected date is April 12, 2023, the last trading day prior to public announcement of the non-binding proposal 3. Calendar day VWAPs as of April 12, 2023 Transaction announced Monday Oct 16, 2023 Transaction Offers Shareholders a Compelling and De-Risked Valuation $4.70 / share takeout price Premium to: Unaffected Price2 ($2.76) 70% Initial Offer ($4.00) 18% 1-month VWAP3 ($2.49) 89% 2-month VWAP3 ($2.86) 64% 6-month VWAP3 ($3.54) 33% Offer easily exceeds recent trading history – even after initial bid was made public Initial offer of $4.00/share publicly disclosed Key risks shift entirely to buyers: ▪ Execution risk with little margin for error ▪ Constrained liquidity and access to capital ▪ Competitive pressures from large, well-capitalized national competitors (Spectrum, Comcast, AT&T, etc.) Consolidated Communications Peer Average1 Takeout Price (Indexed to CNSL starting price) Share Price Return Since April 12, 2022

GRAPHIC

(22%) (Unaffected2 ) +13% (26%) +16% (62%) (30%) (Unaffected3 ) 6 Special Committee Won a 70% Price Premium Even As Peers Were Falling Share Price Returns1 since Special Committee Process Began (April 12, 2023 – December 29, 2023) Sources: FactSet (as of December 29, 2023, December 8, 2023 and October 16, 2023), various news outlets Notes: 1. Share price returns calculated from April 12, 2023 (the unaffected date) through December 29, 2023 2. Frontier share price return calculated from April 12, 2023 through October 16, 2023 (the day before Jana Partners publicly advocated for a sale of Frontier) 3. Altice share price return calculated from April 12, 2023 through December 8, 2023 (around the time when major news outlets reported interest from potential buyers for Altice Portugal) Multi-Regional Peers National Peers (4%) (15%)

GRAPHIC

34% 51% 63% 80% 25th percentile Median Mean 75th percentile 21% 32% 45% 53% 25th percentile Median Mean 75th percentile 7 Premium is Meaningfully Higher than Precedent Transactions 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 3. Premium based on unaffected date of April 12, 2023, the last trading day prior to public announcement of the non-binding proposal Offer price easily exceeds what precedent all-cash transactions would have implied Implied CNSL takeout price at precedent premium: Better/(Worse) than Searchlight offer: $3.34 $(1.36) $3.64 $(1.06) $3.99 $(0.71) $4.23 $(0.47) Implied CNSL takeout price at precedent premium: Better/(Worse) than Searchlight offer: $3.71 $(0.99) $4.18 $(0.52) $4.50 $(0.20) $4.97 $ 0.27 25th percentile Median Mean 75th percentile 25th percentile Median Mean 75th percentile Going-Private Transactions1 Public Acquisition Transactions2 CNSL premium3 CNSL premium3 : 70% : 70%

GRAPHIC

9.6x 5.5x 5.0x 7.6x 6.4x 5.0x 6.1x 9.4x 6.0x 7.3x 6.7x 4.8x Target Acquiror EV ($bn) $3.1 $7.5 $0.3 $3.1 $0.2 $1.4 $0.7 $0.9 $1.6 $0.3 $10.5 $2.0 Date Oct-23 Aug-21 Jan-21 Mar-20 Dec-19 May-19 Jul-17 Feb-17 Dec-16 Jun-14 Jan-14 Dec-13 8 …While Multiple is Higher than Any Relevant Public LEC Precedent in a Decade1 Sources: public filings, press releases Notes: 1. Transaction multiples recognized on an LTM EBITDA basis as of announcement date unless otherwise noted 2. Pro forma for the previously disclosed sales of certain non-core operations, including the expected sale of Washington assets 3. 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 4. Sale of operations and associated assets in Washington, Oregon, Idaho and Montana 5. Sale of wireline operations in California, Texas and Florida based on total consideration and segment EBITDA from investor presentation February 5, 2015 and 8-K filed June 2, 2015, respectively 6. Acquisition of wireline operations in Connecticut; 2014 PF Day 1 EBITDA from company investor presentation issued December 17, 2013 (CA, TX, FL assets)5 (CT assets) (WA, OR, ID, 6 MT assets)4 (ILEC assets)3 2 The transaction on which Wildcat bases its argument had a multiple >4 turns lower than CNSL achieved The most relevant precedent fell short of CNSL on multiple 2

GRAPHIC

14% (1%) (60%) (40%) (20%) - 20% 40% Dec-22 Feb-23 Apr-23 Jun-23 Aug-23 Oct-23 Dec-23 2 2024E EBITDA $354 (x) Multiple 6.4x Implied EV $2,250 (-) Net Debt (1,922) (-) Other Adjustments (592) Implied Eq. Value ($264) Implied CNSL Equity Value Assuming CNSL Trades at 6.4x EV / '24E EBITDA ($m) 6.4x FYBR …yet its 1-year stock return is significantly below CNSL’s… 9 Comparison to Frontier Demonstrates How Compelling This Offer is Frontier’s qualitative advantages should yield a better valuation… … and its ’24E EBITDA multiple, if applied to CNSL, would yield a negative equity value As compared to CNSL, Frontier Communications: ▪ Is a larger company ▪ Maintains more liquidity, with securitization in place ▪ Is further along in the fiber conversion process October 16, 2023, the day before Jana Partners began advocating for Frontier to sell itself CNSL FYBR Sources: company filings, FactSet (as of December 29, 2023 and October 16, 2023) Notes: 1. Implied 2024E multiple for Frontier as of October 16, 2023 (the day before Jana Partners publicly advocated for a sale of Frontier) 2. Consolidated’s 2024E EBITDA includes pro forma impact of WA divestiture per CNSL Management 3. Based on the company’s Q2 2023 filings unless otherwise stated, the latest available data prior to the Frontier unaffected date 4. Includes NPV of WA sale proceeds and interim cash flows treated as cash-like items 5. Includes net, tax-effected PBO and OPEB per 2022 10-K (assuming tax rate of 26%), NCI, investments and preferred stock (at liquidation preference) 1 1 3,4 3,5

GRAPHIC

10 Special Committee Conducted an Exhaustive Review of Alternatives Conclusion: Standalone Plan has Significantly More Downside Risk than Upside Execute on Standalone Plan ▪ Requires a further delay of build, as necessary, to preserve capital / re-accelerate build when financing markets improve and/or market dynamics improve ▪ Potentially allows the Company to realize higher valuation if fiber conversion is completed in a competitively timely manner ▪ Share price likely to lose deal premium and trade well below $4.70 (and probably below the unaffected price of $2.76) ▪ Fiber build cadence falls materially behind prior plan / public guidance ▪ Potentially lose first mover advantage in target markets, increasing risk over the longer-term ▪ Significant liquidity risk on even slight EBITDA underperformance; small missteps likely create large risk ▪ Substantially limits degrees of freedom Raise Capital (if Possible) to Execute a More Aggressive Build Plan ▪ Enables Consolidated to return to prior build cadence (i.e., execute on original plan), potentially avoiding competitive risk of losing first-mover advantage ▪ Requires $450m – $500m of new capital1 (140%+ unaffected equity value2 ) by 2026 without any feasible funding source ▪ Already highly levered (6.1x3 ); 7.7x3 including preferred stock ▪ New equity would be issued at a material discount, heavily diluting current shareholders ▪ May require shareholder and regulatory approval ▪ Redirects resources to smaller footprint ▪ Proceeds, though limited, could slightly offset potential dilution from future capital raises needed to fund build Execute Additional Sale of Select Assets or Regional Operations ▪ Negative impact on EBITDA and leverage ▪ Proceeds may not be available for > 9 – 18 months, likely too late to solve current liquidity challenges ▪ Limited proceeds unlikely to impact business ▪ Valuation may be dilutive to current multiple and negatively impact liquidity; Washington assets sold for ~5.1x4 ▪ Lack of credible interest from buyers at attractive valuations or on acceptable terms Potential Benefits Likely Risks Sources: Company filings, Illustrative Buyer Plan (Including Pre-Closing Capital) Notes: 1. Based on Illustrative Buyer Plan (Including Pre-Closing Capital) 2. Required capital of $450m / unaffected market cap of $327m 3. As of Q3 2023; preferred stock is included at liquidation preference 4. Assumes gross proceeds (EV) of $73m and LTM EBITDA of $14.2m (LTM calculated as July 1, 2022 through June 30, 2023) Possible Alternatives

GRAPHIC

11 Special Committee Conducted an Exhaustive Review of Alternatives Conclusion: No Third-party Alternative is Available or Viable Sell to Another Financial Buyer ▪ Potentially facilitates greater valuation so long as the Company is able to find a buyer willing to write a bigger equity check and the Company is able to absorb higher interest rates ▪ Would require a refinancing of Consolidated’s debt on less attractive terms ▪ Searchlight has publicly stated that it would not vote in favor of any alternative sale, merger or similar transaction ▪ Even assuming sufficient shareholder support, this option would require significantly more equity capital given a financial buyer could not finance the transaction at Consolidated’s current leverage level and would need to take out Searchlight common and preferred stock; likely has higher debt service costs going forward ▪ Would require a 12 - 18 month debt financing commitment, which is unlikely in current debt market ▪ No inbound interest received over 6-month+ process Sell to / Merge with a Strategic ▪ Consolidated shareholders could expect to partially share synergy value ▪ Equity consideration could bridge valuation gap ▪ Shareholders would retain upside potential if there is a stock-for-stock deal ▪ Most strategics undergoing deployment strategies similar to those of Consolidated have constrained balance sheets, which may limit their interest or ability to enter into a transaction ▪ Searchlight has publicly stated that it would not vote in favor of any alternative sale, merger or similar transaction ▪ No inbound interest received over 6-month+ process Potential Benefits Likely Risks Possible Alternatives

GRAPHIC

12 Special Committee Conducted an Exhaustive Review of Alternatives Conclusion: Sale of Entire Company is Most Compelling Strategy Involving Searchlight Sell Entire Company to Searchlight / BCI ▪ All-cash proposal at a significant premium ▪ Transfers all execution, liquidity and financing risk to buyers ▪ Limited diligence requirements given familiarity with business and management ▪ Shareholders forgo potential long-term upside from fiber deployment Offer Searchlight the Opportunity to Acquire >51% Through a Tender Offer ▪ Provides some optionality for other shareholders to continue or exit investment ▪ Does not address near-term funding needs ▪ Unclear whether any control premium would be available, or what other exit opportunities would be available in the future ▪ Raise capital through sale of additional preferred stock or other securities Offer Searchlight an Opportunity to Provide Additional Capital ▪ Expensive capital that dilutes returns to common equity over the long-term ▪ Likely to provide de facto / actual control to Searchlight without a control premium ▪ Provides no liquidity option for current shareholders ▪ Unlikely to provide sufficient new capital to fund the build plan Potential Benefits Likely Risks Possible Alternatives

GRAPHIC

$2.76 $4.00 $4.20 $4.35 $4.50 $4.55 $4.65 $4.70 $6.00 $5.25 $5.05 $4.80 $4.70 April 12, 2023 Initial Offer Revised offer #1 SC Counteroffer #1 Revised offer #2 SC Counteroffer #2 Revised offer #3 SC Counteroffer #3 Revised offer #4 SC Counteroffer #4 Revised offer #5 SC Counteroffer #5 Agreed Price Chart Title 13 Thorough Process Delivered the Highest Value Available Note: 1. Unaffected date is April 12, 2023, the last trading day prior to public announcement of the Searchlight Group’s non-binding proposal Six Month Process Premium to unaffected price1 44.9% 52.2% 57.6% 63.0% 64.9% 68.5% 70.3% 35+ Special Committee (“SC”) meetings 0 Alternative bidders expressed interest, despite long and public 6 process Price increases totaling a 17.5% improvement in valuation 70%Premium to unaffected price1

GRAPHIC

Prior to April Offer Price Target $4.50 $2.50 $4.00 Mar 1, 2023 Mar 1, 2023 Mar 1, 2023 Methodology DCF1 DCF2 / OIBDA2 DCF Transaction Premium3 +4% +88% +18% After April Offer Announced Price Target $4.50 $3.50 $4.00 Apr 13, 2023 Apr 13, 2023 Apr 13, 2023 Methodology DCF1 Offer4 / Other4 DCF Transaction Premium3 +4% +34% +18% “…we view Searchlight's take-private bid and fully funded FTTH build plan as the cleanest strategy.” - August 8, 2023 14 Third-Party Analysts Endorse Both the Valuation and the Sale Strategy Sources: Wall Street research (permission to use quotes neither sought nor obtained) Notes: 1. DCF based on SOTP exit multiple 2. Methodology based on simple average (rounded to nearest 50 cents) of DCF and EV/OIBDA multiple 3. Transaction premium calculated as (offer price of $4.70 / respective price target) - 1 4. Methodology based on scenario weighted valuation (rounded to nearest 50 cents) with a 75% probability of a $4 value (based on the initial offer price of Searchlight) and 25% probability based on fundamental value assessment of $2.70 per share; fundamental value is based on simple average of DCF and EV/OIBDA multiple “Net-net, we view the outcome positively for CNSL shareholders, especially in the context of a weakening near-term operating position.” - October 16, 2023 “We do not expect resistance given CNSL’s 2024/2025 capital needs, operational challenges (providing downside guidance the past two years), the challenging capital markets, and a healthy take-out multiple. We believe an overbid would be difficult…” - April 13, 2023 Offer price exceeds standalone valuations from equity analysts

GRAPHIC

15 Standalone Plan Carries More Downside Risk than Upside

GRAPHIC

Significant Investment Required to Reposition and Transition Both the Residential and Commercial Businesses to Return to Growth 16 Maintaining Competitiveness Requires a Complex Technology Transformation Residential / Consumer Commercial / Carrier 2023E Revenue1 / 3-year Historical CAGR ~$450m ’20 – ’23E CAGR: (4%) ~$530m ’20 – ’23E CAGR: (3%) Business Challenges ▪ CNSL’s legacy DSL network not competitive in today’s broadband market ̶ Average sold copper / DSL speeds of 25Mbps ▪ By comparison, primary competitors (Charter and Comcast) offer up to 1-Gig ▪ CNSL’s legacy network not competitive in today’s market ▪ Transitioning to fiber-based services quickly Business Strategy ▪ Upgrade at least 1.8m2 or ~71% of 2.5m2 household footprint to fiber ̶ $2.3bn cumulative capital investment project5 ▪ Extend network in current markets ▪ Improve penetration ▪ Reposition and simplify service offerings What We Do ▪ Provide business internet services over owned network ▪ Provide data transmission for regional, national and wireless carriers ▪ Provide home internet and voice services over owned network across a service territory that passes 2.5m2 households ̶ 66% of passings3 in Northern New England (Maine, New Hampshire, Vermont) ̶ 34% of passings3 spread across 18 states4 Sources: Company filings, August Standalone Plan Notes: 1. Per August Standalone Plan; excludes other and CAF/RDOF revenue 2. Excludes SMB passings 3. As of September 30, 2023 4. 18 states include Washington assets as the transaction has not yet closed 5. Calculated from 2021E through 2031E; additional capital investment may be required beyond 2031E; excludes commercial and carrier capital investments; includes build / growth and success-based CapEx

GRAPHIC

4.0x 4.5x 3.9x 4.2x 4.8x 5.5x 5.7x 6.2x 1Q22 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 17 CapEx and EBITDA Underperformance Has Led to Higher Leverage ▪ Consolidated has spent a significant amount of capital on fiber investments but has not generated sufficient EBITDA ̶ 10 consecutive quarters of EBITDA decline; 4Q23 expected to be ~30% below 1Q22 level ▪ Bank net debt balance increased from ~$1.9bn in 1Q22 to ~$2.1bn expected at YE2023 while EBITDA missed target ̶ Revolver will be maxed out in the short-term ̶ Business plan developed to remain below 6.35x leverage cap leaves little margin for error in forecasting or execution Bank Net Leverage Position1,2 (x) since 1Q22 Multiple Factors Are Driving Historically High Leverage… Pre-amendment Covenant Threshold: 5.85x to 6.35x Source: August Standalone Plan Notes: 1. Based on bank net leverage ratio; debt balance for calculating leverage includes deferred debt issuance costs and excludes finance leases 2. Expected cost savings programs have been included for the LTM period ending 9/30/23 and 12/31/2023 Bank net debt1 ($m) LTM adj. EBITDA2 ($m) $1,944 $2,063 $1,646 $1,692 $1,772 $1,905 $2,024 $2,099 $484 $459 $425 $398 $370 $345 $357 $341

GRAPHIC

$630 $231 $89 $11 $26 2022A 2023E 2024E 2025E 2026E 18 …Resulting in Significant Near-Term Liquidity Constraints ▪ The Company expects to operate with a narrow cash balance and limited liquidity through 2026 and beyond, fully utilizing its available cash balance and drawing on its revolver to fund its growth plan ̶ Standalone plan is further complicated by strategic risks of cutting back on build plan and losing competitiveness in key markets ▪ Springing covenant on revolver, which reduces amount of capital available in revolver if leverage ratio is exceeded, will immediately restrict access to a large portion of current liquidity if leverage ratio exceeds 6.35x (reflects pre-amendment level; 7.75x following October amendment) ̶ Revolver amendment will fall away and first lien leverage ratio will return to pre-amendment levels if $300m in new cash proceeds from equity contributions are not received by August 1, 2025 ▪ Cash on hand, including asset sale proceeds, has been fully depleted leaving a <$15m balance from 2023 through 2029 for a $3bn+ business ̶ Proceeds from historical asset sales (~$620m; ~$690m incl. WA) were reinvested in the business; asset sales lowered EBITDA by ~16% Projected liquidity ($m)1 …Leaving Company with Minimal Access to Capital Source: August Standalone Plan Note: 1. Projected liquidity position assuming continued execution of fiber build-out; liquidity based on cash on hand and revolver availability

GRAPHIC

Liquidity Incremental Fiber Passings 19 …Which Forced the Business into Liquidity Preservation Mode Sources: August Standalone Plan, Illustrative Buyer Plan (Including Pre-Closing Capital) Note: 1. Reflects Illustrative Buyer Plan (Including Pre-Closing Capital) Illustrative Buyer Plan1 August Standalone Plan Forced Revision of Build Plan Projected Liquidity – Illustrative Buyer Plan vs. Current Build Plan ($m) ▪ Company unable to build at competitively desirable pace, as shown in the ‘Illustrative Buyer Plan’, due to capital constraints ̶ Approximately 470k reduction in fiber HP across 2024 – 2026 ̶ Assumes Company is fully drawing on, and in compliance with, its revolver’s springing covenant ̶ Company’s liquidity concerns were exacerbated by a deteriorating financing and operating environment that is substantially different from when the plan was originally developed ▪ Slowing the build cadence was the only viable option for the Company to survive as a standalone entity $107 ($209) ($405) ($467) 249 225 225 201 Total Liquidity $231 $89 $11 $26 222 75 45 60 Total Liquidity 2023 2024 2025 2026

GRAPHIC

403 222 75 45 60 Historical average: 300k+ HP per year 2022A 2023E 2024E 2025E 2026E 1.2 1.3 1.4 1.4 1.5 1.7 1.9 0.3 0.6 1.0 1.3 1.5 1.7 1.9 1.9 1.9 1.9 2020A 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2028E 2029E 20 …And Resulted in Irreversible Delays in Fiber Build Plan Sources: August Standalone Plan, Illustrative Buyer Plan (Including Pre-Closing Capital) Notes: 1. 29% calculated as 0.5m HP / 1.6m HP; 1.6m HP reflects CNSL’s multi-year fiber build plan launched in Q1 2021 2. Reflects Illustrative Buyer Plan (Including Pre-Closing Capital) 3. Reflects August Standalone Plan ▪ Target date for build completion pushed from 2026 to 2029 ▪ Historical build rate of ~220 – ~400k homes per year reduced to 45 – 75k in the next three years (2024E through 2026E) ̶ Historical average (2021 through 2023) of ~320k ▪ 470k fewer homes built in 2024 – 2026 timeframe – more than 29% of aggregate Company build plan delayed1 Incremental Fiber Passings2 (nearest 000s) Illustrative vs. Revised Fiber Build Plan (in millions) Illustrative Buyer Plan2 Revised Fiber Build Plan3

GRAPHIC

21 … Putting Long-Term Viability at Risk in a Highly Competitive Market Announced Network Upgrades Underscore Strategic Urgency of Build Plan Competitive Risks for Consolidated ▪ Broadband sector evolving into a “three-player” market in many parts of the country ̶ Fiber-equivalent speeds required to compete effectively ̶ TelCo vs. CableCo vs. greenfield fiber provider (“New Entrants”) ▪ Speed to market is imperative – those who are first with fiber are best-positioned to obtain significant market share; late entrants will be playing “catch-up” ̶ Late entrants have greater difficulty achieving required penetration to make fiber investments economical ▪ Consolidated’s business risk increases with liquidity constraint ̶ Incumbency advantage lost by slowed build, given long cycle from upfront fiber investment to cash flow realization ̶ Creates greater risk to achieve projected penetration levels at projected revenue per customer targets 30m+ Passings By YE 2025 1.2m Passings By YE 2026 10m Passings By YE 2025 8-10m Passings In the Next 4+ Years ~1.9m Passings1 By YE 20291 Extensive universe of New Entrants with purpose-built fiber networks (i.e., greenfield fiber providers) racing to establish and build share in markets served by traditional TelCo’s and CableCo’s (~6m homes passed in Actively the aggregate) launching DOCSIS 4.0 50m+ Homes & Businesses With multi-gig speeds by 2025 6.5m+ Homes Passed By YE 2025 85% of Footprint 55m+ Homes With 5Gpbs+ speeds by YE 2025 3m+ Passings In the Next 5 years Traditional TelCo’s CableCo’s New Entrants Cable is upgrading to multi-gig; once there, CNSL will face greater challenges in winning customers (as cable will have more competitive speeds) Sources: company filings, New Street Research, Wall Street research, press releases, August Standalone Plan Note: 1. Based on August Standalone Plan

GRAPHIC

$597 $589 $576 $542 $532 $516 2019A 2020A 2021A 2022A 2023E 2024E Chart Title $208 $212 $209 $185 $161 $140 2019A 2020A 2021A 2022A 2023E 2024E Chart Title $181 $171 $161 $143 $127 $120 2019A 2020A 2021A 2022A 2023E 2024E Chart Title Legacy Consumer DSL Business Quickly Unwinding ($m) 22 Declining Legacy Business Underscores Urgency of Transformation Sources: Company filings, August Standalone Plan Note: 1. Normalized for the sale of Kansas City and Ohio Assets CAGR: (8%) CAGR: (3%) Legacy Consumer Voice Declines Continuing at Rapid Pace ($m) Commercial & Carrier Revenue Turnaround Yet to Materialize ($m) CAGR: (8%) 1 1 1

GRAPHIC

13% 20% 14% 24% 1-year Mark Q3 22 Cohort 2-year Mark Q3 21 Cohort Chart Title 23 …Exacerbated by Challenges Fiber Conversion Continues to Face Source: August Standalone Plan Notes: 1. Cohort ready for sale (RFS) excludes certain multi-dwelling units (MDU’s) and multi-tenant units (MTU’s). In aggregate, across all of the Company's fiber passings of 1,187,076, this exclusion is approximately 15%. Fiber penetrations by cohort represents all fiber connections (consumer and business) as a percentage of RFS. 1-year mark (Q322 cohort) and 2-year mark (Q321 cohort) are cumulative. These estimates are based upon the information available at this time and are subject to updates as additional information becomes available. 2. Cost / passing, net of CWIP and inventory 3. Cost to connect includes CPE, labor and drop 4. Reflects midpoint of full year 2023 guidance (as of February 28, 2023) 5. Reflects 2023E CapEx estimate per August Standalone Plan ▪ Significant increases to build costs given inflationary environment ▪ Need to accelerate new market penetration to meet target levels ▪ Increasing competition and limited capital requires difficult capital allocation decisions ▪ Potential inability to pursue government subsidy opportunities (i.e., BEAD, state grants, etc.) Fiber Penetration (%) Has Been Slower Than Expected Fiber Build Costs ($) Have Been Increasing ~$435m 2023E CapEx Guidance ~$495m @ 2/28/20234 Current5 Actual vs. Targeted Fiber Broadband Penetration on Fiber Passings by Cohort1 (%) Cohort Penetration Targets Cost / Passing ~$695 2 ~$800 2021A 2023E +7% CAGR +14% % change Cost to Connect ~$700 3 ~$850 @ Q4 2021 2023E +10% CAGR

GRAPHIC

$132 $10 $2 $36 $128 33% 3% 1% 8% 24% 2022A 2023E 2024E 2025E 2026E 24 The Result is an Optimistic Strategic Plan with Little Margin for Error Source: August Standalone Plan Note: 1. Illustrative EBITDA miss in respective period that would breach springing leverage covenant on revolver and immediately limit the amount that can be drawn on revolver Covenant Headroom Very Tight Revolver is the Only Source of Incremental Near-Term Liquidity EBITDA Miss1 ($m) Limits Access to Revolver % of Projected EBITDA1 ▪ Asset sales proceeds have bee exhausted; the Company’s latest asset sale (Washington) will not generate cash until 2024 ▪ Asset securitization not yet available to Consolidated ▪ Lead time on capital commitments reduce operating flexibility if EBITDA underperforms Slight Variance of CapEx May Result in No Liquidity % CapEx variance that results in $0 liquidity 2024E 2025E 2026E 25% 4% 9%

GRAPHIC

40% 36% 50% 50.5% 32% 45% 25 Standalone Strategy Has Significant Downside Risk Sources: August Standalone Plan, FactSet (as of December 29, 2023), Wall Street research Notes: 1. Based on range of 2023E EBITDA margin estimates of Wall Street research analysts; includes Shenandoah Telecommunications Company, Altice USA, Inc., Charter Communications, Inc., WideOpenWest, Inc. and Cable One, Inc. 2. Based on range of furthest reported period EBITDA margin estimates of Wall Street research analysts; Frontier Communications Parent, Inc. margin range based on selected data points between 2029 through 2031; Lumen Technologies, Inc. margin range based on selected data points between 2027 through 2030 3. Based on 2031E EBITDA margin of the August Standalone Plan 4. Per August Standalone Plan 5. Sensitivity analyses vs. August Standalone Plan 6. Valuation date as of June 30, 2023; enterprise value to equity value bridge based on balance sheet as of June 30, 2023 per CNSL Management; FDSO of 118.5m as of October 11, 2023 per CNSL Management 7. Based on nine total values at PGR of 1.5% to 2.5% and WACC of 9.5% to 10.5% Modest Misses to Management’s Plan Results in Expected Value Well Below $4.70 per Share and, in Many Cases, No Equity Value at All Select Broadband Terminal Margin Comparables (%) Illustrative Terminal EBITDA Margin Sensitivity5,6 CableCo Avg.1 50.0% $5.29 44% 0% 45.0% $1.01 100% 33% 40.0% $0.00 100% 100% % of DCF data points7 below $0.00 Midpoint DCF Share price % of DCF data points7 below $4.70 2 2 3 EBITDA margin range: High Low CNSL 2023E: 29%4 If CNSL can only achieve “Cable-like” margins (40%), intrinsic value of equity likely to be worth $0.00 32%

GRAPHIC

26 Following Wildcat’s Lead Would Be Disastrous For Shareholders

GRAPHIC

27 ▪ Wildcat’s wildly unrealistic demand for $14.00/share is, in reality, a demand for a 407% premium over the unaffected stock price ̶ Wildcat’s implied calculation of $10.70 suffers from the same fatal errors and represents a similarly unrealistic estimate of risk-adjusted value ▪ Wildcat’s call to further slow the fiber build would ease liquidity, but at a significant strategic cost ▪ Wildcat may dismiss the urgency of our liquidity constraints and inability to finance our build plan, but if this deal is not approved, the market will not ̶ Consolidated’s ILEC and broadband peers (Lumen and Frontier) have traded down approximately (26%) and (22%1 ), respectively, since the initial offer was made on April 13, 20232 , underscoring the market’s concern about the challenges Consolidated and its peers face ̶ Without the certainty of this $4.70 all-cash proposal, Consolidated’s share price would likely collapse below the $2.76 unaffected price, destroying significant value for shareholders and jeopardizing the Company’s prospects as a standalone business ▪ Wildcat’s core argument – that Frontier’s valuation demonstrates Consolidated is worth more – is a mirage: at Frontier’s valuation multiple, Consolidated would have negative equity value Sources: Wildcat Capital public statement, FactSet (as of December 29, 2023) Notes: 1. Frontier share price return calculated from April 12, 2023 through October 16, 2023 (the day before Jana Partners publicly advocated for a sale of Frontier) 2. Share price returns calculated from April 12, 2023 (the unaffected date) through December 29, 2023 We Appreciate Wildcat’s Endorsement of Our Longer-Term Vision But It Cannot Be Accomplished Without Capital We Do Not Have Following Wildcat’s Lead Would Be Disastrous For Shareholders

GRAPHIC

28 Sources: Wildcat Capital public statement, FactSet (as of December 29, 2023), company filings Notes: 1. Assumes balance sheet as of June 30, 2023 as per CNSL Management; FDSO of 118.5m as of October 11, 2023 per CNSL Management 2. Unaffected date is April 12, 2023, the last trading day prior to public announcement of the non-binding proposal 3. PF for divestures of Ohio and Kansas City operations and wireless partnerships; LTM Jun-23 financials adjusted for PF impact of WA divestiture per CNSL Management 4. 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 5. Share price return calculated from April 12, 2023 (the unaffected date) through December 29, 2023 Wildcat Cherry Picks Data Points to Misdirect Shareholders Wildcat’s Misleading Claims What the Facts Show Wildcat’s valuation of $14.00 per share ($4.2bn implied EV1 ) is unrealistically high, obscuring the real issues ▪ Offer price of $4.70 is an attractive and compelling price for CNSL shareholders given the Company’s near-term liquidity constraints – the risk-adjusted price shifts massive risk to Searchlight and BCI ▪ Wildcat’s valuation would reflect a 407% stock price premium to the unaffected price2 or 13.1x LTM3 EBITDA while the highest quartile of comparable benchmarks is closer to an 80% premium for take-private transactions4 ▪ 13.1x LTM3 EBITDA multiple would reflect more than twice the average multiple of historical LEC transactions ▪ CNSL’s offer price reflects a massive stock price premium +70% over its peers and competitors, with the next closest peer / competitor stock return at +8%5 (Shentel) / +13%5 (Charter) ▪ Wildcat’s valuation analysis is predicated on simplistic, high-level extrapolation from Consolidated’s and other companies’ expected performance and other unwarranted assumptions – none of which has been proven today Intrinsic Enterprise Value is Nearly 30% Above Proposed Transaction Value Myth #1: Voting Down this Deal Would Be Disastrous For Shareholders

GRAPHIC

Wildcat’s Misleading Claims Sources: Wildcat Capital public statement, company filings 29 Wildcat’s Analysis of Build Cost Financing is Misinformed What the Facts Show CNSL does not have any material cash remaining, forcing it to trade fiber development priorities against funding constraints in a revised plan that offers minimal cash cushion ▪ Standalone CNSL has neither sufficient capital nor access to commercially agreeable alternative sources of capital to fund its fiber build at its original target build pace ̶ Net proceeds from the Washington asset sale are nominal compared to the CapEx needs of the business ▪ CNSL’s cash burn has also contributed to a growing net debt balance and increased risk of breaching its revolver covenant ̶ Underperformance vs. the August Standalone Plan creates significant credit risk in the business ▪ Government-subsidized BEAD program has yet to allocate capital amongst operators within the industry ̶ Cost to pass for BEAD opportunities is expected to be high while funding likely requires a letter of credit or other security, as well as matching funds (a recently anticipated use of cash) ▪ Without sufficient capital, CNSL cannot meaningfully expand its network at the rate required to remain competitive ▪ Forced to slow its build, CNSL is still years away from a mature fiber-based network that achieves its targeted coverage of ~71% and in which existing investments have had the 5+ years necessary to ramp up to a targeted penetration of 40% ̶ Until Consolidated reaches this operating state (now expected to be 2029 or later), the cash flow from its existing network upgrades will continue to underperform against the Company’s previous expectations ̶ If the Company’s conversion timeline is further extended, the risk of competition in existing markets will increase while churn on copper passings (loss of existing copper customers) may also increase CNSL has Liquidity Available to Accelerate its Build Plan Myth #2: Voting Down this Deal Would Be Disastrous For Shareholders (cont’d)

GRAPHIC

30 Sources: Wildcat Capital public statement, company filings, Fitch Note: 1. Fiber Gig+ Capable (on fiber passings) consumer broadband penetration % as of Q3 2023 2. Per August Standalone Plan Wildcat Misleadingly Compares a Specific, Mature Market in Frontier’s Network to CNSL’s Entire Network What the Facts Show Recent securitization financing of Frontier is not relevant to Consolidated’s valuation ▪ Frontier’s securitized assets in its greater Dallas market are not comparable to CNSL ̶ The assets securitized by Frontier represent only a fraction of the company’s asset base / business and are not comparable to Consolidated’s business ̶ Frontier’s securitized market is a mature fiber-based market that has reached full penetration economics – it is 46% penetrated (vs. CNSL’s current penetration of 15%1 ), has an EBITDA margin in the range of ~60% (vs. CNSL’s estimated 2023E EBITDA of 29%2 ) and has had ARPU growth of 3% or better in last 5 years ̶ The network also has a higher fiber coverage percentage of ~78% vs. CNSL’s target of ~71% ▪ Securitizing assets may be possible for CNSL in the future, but is unlikely to materially impact the risk-adjusted valuation ̶ CNSL’s fiber-based network is less than 3 years old and is in the early innings of achieving its long-term targets ̶ The process is lengthy, costly and complex as the Company will need to track customer-level revenue; it will also require significant attention from the management team to execute on, which may add an additional layer of stress on business performance ̶ Select markets may go through the process and may not be able to be securitized ̶ Even if securitization was a guaranteed alternative, it will not provide CNSL with incremental capital in 2024 and likely will not provide the capital necessary for the Company in 2025 either, the most critical build years for the business going forward Recent Financing Market Developments Support Higher Enterprise Value Myth #3: Voting Down this Deal Would Be Disastrous For Shareholders (cont’d) Wildcat’s Misleading Claims

GRAPHIC

31 Shareholders Should Vote to Approve the Sale to Searchlight ✓The offer is compelling: o All-cash consideration at a 70% premium to the unaffected price o Significantly higher than public and take-private precedent transactions o Exceeds analysts’ price targets prior to unaffected date ✓The process was thorough: o Special Committee met 35+ times over a six-month period o Examined multiple strategic alternatives before settling on this transaction o Successfully negotiated a 17.5% increase in price as peer shares declined ✓The transaction transfers all liquidity, financing and execution risk to the buyers Consolidated’s Board of Directors recommends shareholders ✓Vote “FOR” the Transaction Shareholders with questions or who require assistance voting their shares should contact Consolidated’s proxy solicitor: Morrow Sodali LLC 430 Park Avenue, 14th Floor New York, NY 10022 Shareholders may call toll-free: (800) 662-5200 or +1 (203) 658-9400 (international) Email: CNSL@info.morrowsodali.com

GRAPHIC

32 Appendix

GRAPHIC

33 Special Committee has Extensive Sector Knowledge and M&A Experience Robert J. Currey Chairman, Independent Director ▪ Former Director, CEO and President of Consolidated Communications ▪ Former Vice Chairman of RCN Corporation ▪ Former President and CEO of 21st Century Telecom Group ▪ Former Director and Group President of Telecommunications Services of McLeodUSA Thomas A. Gerke Independent Director ▪ Board Member of MGP Ingredients, Inc. ▪ Former General Counsel and Chief Administrative Officer of H&R Block ▪ Former Executive Vice President, General Counsel and Secretary of YRC Worldwide ▪ Former Executive Vice Chairman of CenturyLink ▪ Former President and CEO of Embarq Roger H. Moore Independent Director ▪ Board Member of Verisign, Inc. ▪ Former President and CEO of Illuminet Holdings, Inc., a provider of network, database and billings services to the communications industry ▪ Former President, CEO and Board Member of VINA Technologies, Inc., a telecommunications equipment company Maribeth S. Rahe Independent Director ▪ President and CEO of Fort Washington Investment Advisors, Inc. ▪ Board Member of First Financial Bancorp and First Financial Bank ▪ Former President, Board Member and Vice Chair of U.S. Trust Company of New York Source: Company website

GRAPHIC

34 Several Key Factors Constrain Consolidated’s Strategic Flexibility ▪ Searchlight has certain consent rights over debt incurrence and equity issuances; the Special Committee, when considering the alternatives, believed that Searchlight would be unlikely to approve investments (such as a capital raise or capital infusion) that would dilute their equity stake without a substantial and guaranteed premium to its investment ▪ Searchlight publicly stated it would not vote in favor of any alternative sale, merger or similar transaction involving the Company Searchlight Consent Rights / Position on Alternative Transactions ▪ New equity would be at a material discount and highly dilutive to current shareholders ▪ Challenging interest rate environment and leverage position ̶ Raising additional debt will likely risk access to undrawn revolver ̶ Company has increased debt carrying costs in light of higher interest rates Cost of New Capital ▪ Debt financing environment limits lenders’ willingness to commit capital at attractive rates ̶ Often complex and expensive options that are treated as a “last resort” to avoid bankruptcy Market Availability of Debt Financing ▪ Highly levered capital structure limits opportunity to pursue more aggressive growth strategy and ability to raise additional debt financing ▪ Searchlight will be able to retain the Company’s existing capital structure; which other buyers cannot, creating a large cost / quantum of debt advantage for Searchlight ▪ Current leverage has minimal cushion; if covenant is exceeded, Company loses access to portion of undrawn revolver Capital Structure Special Committee Considered These Key Structural Factors in Their Review of Feasible Strategic Alternatives

 


Consolidated Communicati... (NASDAQ:CNSL)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Consolidated Communicati... Charts.
Consolidated Communicati... (NASDAQ:CNSL)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Consolidated Communicati... Charts.