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CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

09/24/2020 | 02:47pm

Item 1.01. Entry into a Material Definitive Agreement.

On September 18, 2020, Consolidated Communications Holdings, Inc. (the
"Company") and certain of its subsidiaries entered into a Purchase Agreement
(the "Purchase Agreement") with J.P. Morgan Securities LLC, as representative of
the several initial purchasers listed therein (the "Initial Purchasers"),
relating to the issuance and sale by Consolidated Communications, Inc., a wholly
owned subsidiary of the Company ("Consolidated") to the Initial Purchasers of
$750,000,000 aggregate principal amount of 6.500% senior secured notes due 2028
(the "New Notes").

The Purchase Agreement contains customary representations, warranties,
agreements, indemnification obligations, including for liabilities under the
Securities Act of 1933, as amended, and other obligations and termination
provisions of the Company, certain of its subsidiaries and the Initial

The above description of the Purchase Agreement is qualified in its entirety by
reference to the Purchase Agreement, which is attached hereto as Exhibit 10.1,
and incorporated into this Item 1.01 by reference.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K 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 the
company'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 the Proposed Senior Secured Credit Facilities, will not be realized;
the outcome of any legal proceedings that may be instituted against the Company
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 the Company 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 the Company 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 Current Report on Form 8-K. 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No. Description
10.1 Purchase Agreement, dated as of September 18, 2020, by and among,
Consolidated Communications Holdings, Inc., certain of its subsidiaries,
and J.P. Morgan Securities LLC, as representative of the several initial
purchasers listed therein
104 Cover Page Interactive Data File (embedded within the Inline XBRL

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