| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/16/2021 |
3. Issuer Name and Ticker or Trading Symbol
Consolidated Communications Holdings, Inc. [ CNSL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 24,222,854 | D(1)(2)(3)(4) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 3 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Act of 1934, as amended (the "Exchange Act") to report the transaction in respect of the common stock, par value $0.01 per share ("Common Stock"), of Consolidated Communications Holdings, Inc. (the "Issuer") that Searchlight III CVL, L.P. ("Searchlight III CVL") and Searchlight III CVL GP, LLC, a Delaware limited liability company and the general partner of Searchlight III CVL ("Searchlight III CVL GP" and, together with Searchlight III CVL, the "Reporting Persons") may be deemed to beneficially own and to report beneficial ownership of shares of Common Stock that the Reporting Persons may be deemed to have acquired as a result of the automatic conversion of the Contingent Payment Right (as defined below). |
| 2. Searchlight III CVL is a Delaware limited partnership that was formed to effect the investment (the "Investment") in the Issuer's securities in connection with that certain Investment Agreement, dated as of September 13, 2020, by and between Searchlight III CVL and the Issuer (the "Investment Agreement"). The general partner of the Searchlight III CVL is Searchlight III CVL GP. Searchlight III CVL GP is a Delaware limited liability company that was formed to effect the Investment. Eric Zinterhofer is the sole member of Searchlight III CVL GP and directly or indirectly controls the investment and voting decisions of Searchlight III CVL GP. |
| 3. The reported securities may be deemed to be owned directly by Searchlight III CVL and indirectly by Searchlight III CVL GP. Each of the Reporting Persons and Mr. Zinterhofer disclaim beneficial ownership of any shares of Common Stock by the Record Holders or that may be beneficially owned by any of the other Reporting Persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 4. On July 15, 2021, the Issuer received the final state public utility commission regulatory approval necessary for the conversion of the contingent payment right (the "Contingent Payment Right") issued pursuant to the contingent payment right agreement, dated as of October 2, 2020, by and between Searchlight III CVL and the Issuer, into 17,870,012 shares of Common Stock (the "Issued Shares"). As such, the Contingent Payment Right was automatically converted into the Issued Shares. |
| Remarks: |
| SEARCHLIGHT III CVL, L.P. By: Searchlight III CVL GP, LLC, its General Partner, By: /s/ Andrew Frey, Name: Andrew Frey, Title: Authorized Person | 07/28/2021 | |
| SEARCHLIGHT III CVL GP, LLC, By: /s/ Andrew Frey, Name: Andrew Frey, Title: Authorized Person | 07/28/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||