Consolidated Communications Announces Offering of Senior Notes to Fund SureWest Acquisition
May 14 2012 - 8:17AM
Consolidated Communications Holdings, Inc. (Nasdaq:CNSL)
("Consolidated") announced today that its wholly-owned subsidiary,
Consolidated Communications Finance Co. ("Finance Co."), intends to
offer (the "Offering"), subject to market and other conditions,
$350 million in aggregate principal amount of senior notes due 2020
(the "Notes"). The Notes will be the senior obligations of Finance
Co., which will be merged into Consolidated Communications, Inc.,
the parent of Finance Co. and a first tier subsidiary of
Consolidated, upon completion of Consolidated's
previously-announced acquisition of SureWest Communications
(Nasdaq:SURW) (the "Proposed Acquisition"). Upon closing of
the Proposed Acquisition, the obligations under the Notes will be
assumed by Consolidated Communications, Inc. and will be guaranteed
by Consolidated and certain of its existing and future wholly-owned
subsidiaries. Consolidated intends to use the net proceeds of the
Offering to partially fund the Proposed Acquisition.
Pending completion of the Proposed Acquisition, the proceeds of
the Offering, together with available cash, will be held in an
escrow account in an amount equal to 101% of the aggregate
principal amount of the Notes, together with interest payable on
the Notes. If the Proposed Acquisition is terminated or not
completed on or prior to November 5, 2012, the Notes will be
subject to a special mandatory redemption at a redemption price
equal to 101% of the aggregate principal amount of the Notes plus
accrued and unpaid interest. Until termination or completion
of the Proposed Acquisition, the Notes will be secured by
first-priority liens on the funds in the escrow account.
The Notes will be offered in the United States to 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.
Safe Harbor
Any statements other than statements of historical facts,
including statements about management's beliefs and expectations,
are forward-looking statements and should be evaluated as such.
These statements are made on the basis of management's views and
assumptions regarding future events and business performance. Words
such as "estimate," "believe," "anticipate," "expect," "intend,"
"plan," "target," "project," "should," "may," "will" and similar
expressions are intended to identify forward-looking statements.
Forward-looking statements (including oral representations) involve
risks and uncertainties that may cause actual results to differ
materially from any future results, performance or achievements
expressed or implied by such statements. These risks and
uncertainties include the ability of Consolidated to complete the
acquisition of SureWest, successfully integrate the operations of
SureWest and realize the synergies from the acquisition, as well as
a number of other factors related to the businesses of Consolidated
and SureWest, including various risks to stockholders of not
receiving dividends and risks to Consolidated's ability to pursue
growth opportunities if Consolidated continues to pay dividends
according to the current dividend policy; various risks to the
price and volatility of Consolidated's common stock; the
substantial amount of debt and Consolidated's ability to repay or
refinance it or incur additional debt in the future; Consolidated's
need for a significant amount of cash to service and repay the debt
and to pay dividends on Consolidated's common stock; changes in the
valuation of pension plan assets; restrictions contained in
Consolidated's 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 Consolidated's possible pursuit of
acquisitions; economic conditions in Consolidated's and SureWest's
service areas; system failures; losses of large customers or
government contracts; risks associated with the rights-of-way for
the network; disruptions in the relationship with third party
vendors; losses of key management personnel and the inability to
attract and retain highly qualified management and personnel in the
future; changes in the extensive governmental legislation and
regulations governing telecommunications providers and the
provision of telecommunications services; telecommunications
carriers disputing and/or avoiding their obligations to pay network
access charges for use of Consolidated's or SureWest's network;
high costs of regulatory compliance; the competitive impact of
legislation and regulatory changes on the telecommunications
industry; and liability and compliance costs regarding
environmental regulations. These and other risks and uncertainties
are discussed in more detail in Consolidated's and SureWest's
filings with the Securities and Exchange Commission, including the
companies' respective reports on Form 10-K and Form 10-Q.
Many of these risks are beyond management's ability to control
or predict. All forward-looking statements attributable to
Consolidated, SureWest or persons acting on behalf of each of them
are expressly qualified in their entirety by the cautionary
statements and risk factors contained in this communication and the
companies' filings with the Securities and Exchange Commission.
Because of these risks, uncertainties and assumptions, you should
not place undue reliance on these forward-looking statements.
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 Securities and Exchange
Commission, we do not undertake any obligation to update or review
any forward-looking information, whether as a result of new
information, future events or otherwise.
Proxy Statement/Prospectus
This material is not a substitute for the joint proxy
statement/prospectus Consolidated and SureWest filed with the
Securities and Exchange Commission on March 28, 2012, which, as
amended, was declared effective on April 24, 2012.
Investors in Consolidated or SureWest are urged to read the
joint proxy statement/prospectus, which contains important
information, including detailed risk factors. The joint
proxy statement/prospectus is, and other documents which will be
filed by Consolidated and SureWest with the Securities and Exchange
Commission will be, available free of charge at the Securities and
Exchange Commission's website, www.sec.gov, or by directing a
request to Consolidated Communications, 121 South 17th Street,
Mattoon, IL 61938, Attention: Investor Relations; or to SureWest
Communications, 8150 Industrial Avenue, Building A, Roseville,
California 95678, Attention: Investor Relations. The definitive
joint proxy statement/prospectus was first mailed to Consolidated's
stockholders and shareholders of SureWest on May 1, 2012.
Proxy Solicitation
Consolidated and SureWest, and certain of their respective
directors, executive officers and other members of management and
employees are participants in the solicitation of proxies in
connection with the Proposed Acquisition. Information about the
directors and executive officers of Consolidated is set forth in
the joint proxy statement/prospectus. Information about the
directors and executive officers of SureWest is set forth in
SureWest's Form 10-K for the year ended December 31, 2011.
Investors may obtain additional information regarding the interests
of such participants in the proposed transactions by reading the
definitive joint proxy statement/prospectus for such proposed
transactions.
CONTACT: Matt Smith
Treasurer & Investor Relations
217-258-2959
Matthew.smith@consolidated.com
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