Consolidated Communications Completes Merger with Searchlight Capital Partners Affiliate

On December 27, 2024, Consolidated Communications Holdings, Inc., a Delaware corporation, finalized the merger agreement with Condor Holdings LLC, an affiliate of Searchlight Capital Partners, L.P., and Condor Merger Sub Inc. This transaction resulted in Condor Merger Sub merging into Consolidated Communications, making the latter a wholly owned subsidiary of an entity associated with Searchlight Capital Partners.

As part of the merger, certain definitive agreements were terminated, including the Company’s 2005 Long-Term Incentive Plan. The merger also led to changes in the company’s stock structure, with each outstanding share of common stock being converted into $4.70 in cash per share. Additionally, certain equity awards such as Company RSAs and Company PSAs were either vested, converted, or adjusted based on the terms outlined in the Merger Agreement.

Following the merger, all shares of Series A Preferred Stock will remain outstanding in accordance with the terms specified in the Merger Agreement. The company notified The Nasdaq Global Select Market of the completion of the merger, leading to the suspension of trading of the Company Common Stock on Nasdaq.

In light of these changes, Consolidated Communications intends to file for the delisting of all Company Common Stock from Nasdaq and to cease its reporting obligations under the Exchange Act. Additionally, the company plans to file for the termination of registration of shares of Company Common Stock and the suspension of reporting duties under various sections of the Exchange Act.

As a result of the merger, a change in control of Consolidated Communications occurred, with the company transitioning into a wholly owned subsidiary of an affiliate of Searchlight. In connection with the merger, members of the Company’s board of directors resigned, and officers of the company continued serving in their roles under the Surviving Corporation.

The merger also entailed amendments to the company’s certificate of incorporation, now represented by the Amended and Restated Certificate of Incorporation. Furthermore, the bylaws were updated to align with the new entity, now referred to as the Second Amended and Restated Bylaws.

The full text of the Merger Agreement, along with related transactions, is available for reference in the company’s filings with the U.S. Securities and Exchange Commission. Additional information regarding the merger and its implications is detailed in the company’s recent Form 8-K filing.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Consolidated Communications’s 8K filing here.

Consolidated Communications Company Profile

Consolidated Communications Holdings, Inc, together with its subsidiaries, provides broadband and business communication solutions for consumer, commercial, and carrier channels in the United States. It offers high-speed broadband Internet access, SIP trunking, and voice over Internet protocol (VoIP) phone services; commercial data connectivity services in various markets, including Ethernet services, private line data services, software defined wide area network, and multi-protocol label switching services; networking services; cloud-based services; and data center and disaster recovery solutions.