Filed by FairPoint Communications, Inc.
Pursuant to Rule 425 under
the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934, as amended
Subject Company: FairPoint Communications, Inc.
Exchange Act File No.: 001-32408
The following presentation regarding Consolidated Communications Holdings, Inc. was first made available on the FairPoint Communications, Inc. corporate website on
December 5, 2016:
About Consolidated Communications
December 2016
Safe Harbor
The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand a
company’s future prospects and make informed investment decisions. Certain statements in this filing 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, current
expectations, plans, strategies, and anticipated financial results of the Consolidated Communications Holdings, Inc. (“Consolidated”) and FairPoint
Communications, Inc. (“FairPoint”), both separately and as a combined entity. There are a number of risks, uncertainties, and conditions that may cause the
actual results of Consolidated and FairPoint, both separately and as a combined entity, to differ materially from those expressed or implied by these forward-
looking statements. These risks and uncertainties include the timing and ability to complete the proposed acquisition of FairPoint by Consolidated, the
expected benefits of the integration of the two companies and successful integration of FairPoint’s operations with those of Consolidated and realization of the
synergies from the integration, as well as a number of factors related to the respective businesses of Consolidated and FairPoint, including economic and
financial market conditions generally and economic conditions in Consolidated’s and FairPoint’s service areas; various risks to stockholders of not receiving
dividends and risks to Consolidated’s ability to pursue growth opportunities if Consolidated continues to pay dividends according to the current dividend policy;
various risks to the price and volatility of Consolidated’s common stock; changes in the valuation of pension plan assets; the substantial amount of debt and
Consolidated’s ability to repay or refinance it or incur additional debt in the future; Consolidated’s need for a significant amount of cash to service and repay
the debt and to pay dividends on the common stock; restrictions contained in the debt agreements that limit the discretion of management in operating the
business; legal or regulatory proceedings or other matters that impact the timing or ability to complete the acquisition as contemplated, regulatory changes,
including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecommunications industry; risks
associated with Consolidated’s possible pursuit of acquisitions; system failures; 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; telecommunications carriers disputing and/or avoiding their obligations to pay network access
charges for use of Consolidated’s and FairPoint’s network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes in
the telecommunications industry; liability and compliance costs regarding environmental regulations; the possibility of disruption from the integration of the two
companies making it more difficult to maintain business and operational relationships; the possibility that the acquisition is not consummated, including, but not
limited to, due to the failure to satisfy the closing conditions; the possibility that the merger may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; and diversion of management’s attention from ongoing business operations and opportunities. A detailed discussion of
risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements are discussed in more detail in
Consolidated’s and FairPoint’s respective filings with the SEC, including the Annual Report on Form 10-K of Consolidated for the year ended December 31,
2015, which was filed with the SEC on February 29, 2016, under the heading “Item 1A—Risk Factors,” and the Annual Report on Form 10-K of FairPoint for
the year ended December 31, 2015, which was filed with the SEC on March 2, 2016, under the heading “Item 1A—Risk Factors,” and in subsequent reports
on Forms 10-Q and 8-K and other filings made with the SEC by each of Consolidated and FairPoint. Many of these circumstances are beyond the ability of
Consolidated and FairPoint to control or predict. Moreover, forward-looking statements necessarily involve assumptions on the part of Consolidated and
FairPoint. 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 Consolidated and FairPoint, and their respective subsidiaries,
both separately and as a combined entity to be different from those expressed or implied in the forward-looking statements. All forward-looking statements
attributable to us or persons acting on the respective behalf of Consolidated or FairPoint are expressly qualified in their entirety by the cautionary statements
that appear throughout this filing. 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, each of Consolidated and FairPoint disclaim any intention or obligation to update or revise publicly any
forward-looking statements. You should not place undue reliance on forward-looking statements.
Important Merger Information and Additional
Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In
connection with the proposed transaction, Consolidated and FairPoint will file relevant materials with the SEC. Consolidated will file a Registration
Statement on Form S-4 that includes a joint proxy statement of Consolidated and FairPoint and which also constitutes a prospectus of Consolidated.
Consolidated and FairPoint will mail the final joint proxy statement/prospectus to their respective stockholders. Investors are urged to read the joint
proxy statement/prospectus regarding the proposed transaction when it becomes available, because it will contain important information.
The joint proxy statement/prospectus and other relevant documents that have been or will be filed by Consolidated and FairPoint with the SEC are or
will be available free of charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to Consolidated
Communications Holdings, Inc., 121 South 17th Street, Mattoon, IL 61938, Attention: Investor Relations or to FairPoint Communications, Inc., 521 East
Morehead Street, Suite 500, Charlotte, North Carolina 28202, Attention: Secretary.
Consolidated, FairPoint and certain of their respective directors, executive officers and other members of management and employees may be
considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive
officers of Consolidated is set forth in its definitive proxy statement, which was filed with the SEC on March 28, 2016. Information about the
directors and executive officers of FairPoint is set forth in its definitive proxy statement, which was filed with the SEC on March 25, 2016.
These documents can be obtained free of charge from the sources listed above. Investors may obtain additional information regarding the interests of
such participants by reading the joint proxy statement/prospectus Consolidated and FairPoint will file with the SEC when it becomes available.
Consolidated at a Glance
Experienced Team
1,800 employees
average 12 years of experience
11-state fiber network
spanning 14,100 miles and
more than 1 million connections
Financially Secure
public Company (NASDAQ: CNSL)
122 years of innovation and growth
Responsive, Local, Committed
$1.3 million charitable contributions
37,000 employee volunteer hours
Vision, Mission and Values
1997 1998 20001894 1924 2002 2004 2007 2008 2012 2014
Mattoon
Telephone
Co. founded
Illinois
Consolidated
Telephone
Company
(ICTC)
formed
ICTC
merged with
McLeodUSA
CLEC &
ISP
Expansion
DSL
Service
launched
CCI acquisition
from
McLeodUSA
TXU
acquired
North
Pittsburgh
acquired
IPTV
launched in
PA
SureWest
acquired
Enventis
acquired
Cloud
Services
expansion
2005
CNSL
goes
public
IPTV
launched
1 GB
consumer
services
History & Transformation
2015
4
2016
CTC
acquired
National Service Area
• Extensive network:
14,100 fiber route miles
• 5,497 on-network
buildings
• Expanded commercial
services
• Broad range of fiber-
based services
Data as of 9/30/16
Business & Carrier Services
Local, Regional and National Communication Solutions
Broad Range of Fiber-based Services
• Fiber Services
• Ethernet
• Dedicated and High-Speed
Internet
• DSL
• Data Center
• Private Line
• Cloud Services
• Phone and VoIP
• Digital TV
• Multiple Dwelling Unit
(MDU) Solutions
Residential Services
Competitive Broadband Solutions
Broad Range of Residential Services
• High-Speed Internet
• Digital TV
• Phone
• Home Automation & Security
Community Focus
Committed to building a stronger community!
Annual Special Olympics Family Festival
Consolidated hosts the largest event of its kind in
the country bringing together 800 Special Olympic
Athletes and 1,200 volunteers for the past 32 years
Employees
Volunteered
37,000 Hours
in 2015
$1.3 Million
in Giving in
2015
$660 Per
Employee in
Giving in 2015
Key Strategic Imperatives
Grow
Commerci
al
Services,
expand
Cloud
offering
Leverage
and
expand
fiber
access
networks
Enhance
Consumer
Broadban
d
Services,
accelerate
OTT
Sustain
and grow
cash flow,
long-term
sustainabl
e growth
Focus on reducing customer pain points secures our future
What makes CCI Unique?
Diversified and stable
EBITDA and cash flow
11-state network
14,100 fiber miles
CTC, Enventis, SURW,
North Pitt, TXU
Broadband network
IP services
Extensive telecom
background
Consistent financial
and operating results
Extensive Fiber
Network
Successful Integration
Track Record
Expanded Product
Portfolio
Experienced
Team
Learn more at consolidated.com