UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02. Unregistered Sales of Equity Securities.
As previously announced, on October 2, 2020, in connection with the investment agreement, dated as of September 13, 2020 (the “Investment Agreement”) by and between Consolidated Communications Holdings, Inc. (the “Company”) and Searchlight III CVL, L.P., an affiliate (the “Investor”) of Searchlight Capital Partners, L.P.: (i) the Company issued to the Investor 6,352,842 shares (the “Initial Common Shares”) of common stock of the Company, par value $0.01 per share (the “Common Stock”) and (ii) the Company and the Investor entered into a contingent payment right agreement (the “CPR Agreement”) pursuant to which the Company issued to the Investor a contingent payment right (the “Contingent Payment Right”) that will automatically convert into shares of Common Stock subject to the terms and conditions of the Contingent Payment Right Agreement.
On July 15, 2021, the Company received the final state public utility commission regulatory approval necessary for the conversion of the Contingent Payment Right into shares of Common Stock. As a result, the Contingent Payment Right was automatically converted into 17,870,012 shares of Common Stock (the “Additional Common Shares”), which shares were issued to the Investor on July 16, 2021. Such shares, together with the Initial Common Shares, constitute approximately 24.5% of the Company’s outstanding Common Stock after giving effect to such conversion. Subject to the receipt of certain approvals of the Federal Communications Commission and the other terms and conditions set forth in the Investment Agreement, the Investor will invest an additional $75,000,000 into the Company and will receive, among other things, an additional 15,115,899 shares of Common Stock. Such shares, together with the Initial Common Shares and the Additional Common Shares, will constitute approximately 35% of the Company’s outstanding Common Stock after giving effect to such issuance.
The descriptions of the Investment Agreement and the CPR Agreement set forth herein are not complete and are qualified in their entirety by the full text of such documents, which are attached as Exhibit 10.1 to in the Company’s Current Report on Form 8-K, filed with the SEC on September 14, 2020, and as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 2, 2020, respectively, each of which are incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On July 16, 2021, the Company issued a press release announcing the issuance of the Additional Common Shares. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
No. |
| Description | |
99.1 | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. | ||
Date: July 16, 2021 | By: | /s/ Steven L. Childers |
Steven L. Childers | ||
Chief Financial Officer | ||