UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 13, 2022, pursuant to the previously announced Partnership Interest Purchase Agreement, dated as of August 1, 2022, by and among Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless (“Verizon”) and the General Partner of the Partnerships (as defined below), Clio Subsidiary, LLC (“Clio Subsidiary”), a Delaware limited liability company and indirect, wholly-owned subsidiary of Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), and, solely for the purposes of certain provisions specified therein, Consolidated Communications Enterprise Services, Inc., a Delaware corporation (the “Purchase Agreement”), Clio Subsidiary completed the sale of its limited partnership interests (each, a “Partnership Interest” and collectively, the “Partnership Interests”) in the Pittsburgh SMSA Limited Partnership, GTE Mobilnet of Texas RSA #17 Limited Partnership (“RSA #17 Limited Partnership”), GTE Mobilnet of South Texas Limited Partnership, Pennsylvania RSA No. 6(I) Limited Partnership and Pennsylvania RSA No. 6(II) Limited Partnership.
Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions set forth therein, the Partnership Interests were sold to Verizon, except that a portion of Clio Subsidiary’s Partnership Interest in the RSA #17 Limited Partnership was sold to Eastex Telecom Investments, LLC (“Eastex”) pursuant to a right of first refusal available to Eastex as a limited partner of the RSA #17 Limited Partnership.
The aggregate gross cash proceeds of the sale of the Partnerships Interests was $490 million.
The foregoing description of the Purchase Agreement contained in this Item 2.01 does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Purchase Agreement. A copy of the Purchase Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K by the Company with the Securities and Exchange Commission (the “SEC”) on August 1, 2022, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2022 and the unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2022 and the year ended December 31, 2021 of the Company are hereby filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits.
2
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.
Date: September 15, 2022 | CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. | |||||
By: | /s/ Steven L. Childers | |||||
Name: | Steven L. Childers | |||||
Title: | Chief Financial Officer |