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 communication was first made available to FairPoint Communications, Inc. employees on
December 6, 2016:
Dec. 6, 2016
To All FairPoint Employees,
On behalf of the entire Consolidated Communications team, I would like to express my excitement
about the planned merging of our companies. At Consolidated, we believe employees make the
difference and are the strongest asset to our success. We welcome the talent and experience you will
bring to the Consolidated team and are dedicated to making this transition as smooth as possible.
We are impressed with FairPoint’s strong reputation for customer service and the outstanding operating
platform you have developed. This is something of which you should be proud and we intend to build
on that foundation. We are confident FairPoint customers will continue to benefit from your experience,
as well as new and innovative solutions, advanced services, and a combined team of resources and
expertise. We believe both FairPoint and Consolidated share a strong commitment to serving our
customers and rest assured, this will not change.
As we look to the future and the joining together of our companies – our robust fiber networks, our
expertise and our resources – we believe we can better compete and achieve even greater growth
potential and opportunity. As the ninth largest fiber provider in the U.S, we will be well positioned as a
combined company to be the leading provider of advanced business and broadband communication
solutions.
Undoubtedly, you have many questions about Consolidated Communications. We will be sharing
information and updates over the next few months. We will work through the necessary regulatory
approvals and expect to close on the merger by mid-2017.
We value your contribution to our future success as we become a unified, productive team. I look
forward to more formally welcoming you to the Consolidated family upon the successful closing of the
merger and sharing more about Consolidated Communications and the exciting possibilities that lie
ahead.
Sincerely,
Bob Udell
President and CEO
Consolidated Communications
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 Consolidated Communications Holdings, Inc. (the “Company”). There are a number of
risks, uncertainties, and conditions that may cause the Company’s actual results to differ materially from those expressed or
implied by these forward-looking statements. These risks and uncertainties include the Company’s ability to complete the
acquisition of FairPoint Communication, Inc. (“FairPoint”) and successfully integrate FairPoint’s operations and realize the
synergies from the acquisition, as well as a number of factors related to the Company’s business and that of FairPoint,
including economic and financial market conditions generally and economic conditions in the Company’s and FairPoint’s
service areas; various risks to stockholders of not receiving dividends and risks to the Company’s ability to pursue growth
opportunities if the Company continues to pay dividends according to the current dividend policy; various risks to the price and
volatility of the Company’s common stock; changes in the valuation of pension plan assets; the substantial amount of debt and
the Company’s ability to repay or refinance it or incur additional debt in the future; the Company’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; regulatory changes, including changes to
subsidies, rapid development and introduction of new technologies and intense competition in the telecommunications
industry; risks associated with the Company’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 the Company’s and FairPoint’s network; high costs of regulatory
compliance; the competitive impact of legislation and regulatory changes in the telecommunications industry; and liability and
compliance costs regarding environmental regulations. A detailed discussion of these and other risks and uncertainties that
could cause actual results and events to differ materially from such forward-looking statements are discussed in more detail in
the Company’s and FairPoint’s respective filings with the Securities and Exchange Commission, including their reports on
Form 10-K and Form 10-Q. Many of these circumstances are beyond the Company’s ability to control or predict. Moreover,
forward-looking statements necessarily involve assumptions on the Company’s part. 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 the Company and its
subsidiaries 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 Company’s behalf 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 Securities and Exchange
Commission, we disclaim any intention or obligation to update or revise publicly any forward-looking statements. You should
not place undue reliance on forward-looking statements.
Prospectus/Proxy Statement
This material is not a substitute for the prospectus/proxy statement the Company and FairPoint will file with the Securities and
Exchange Commission. Investors in the Company or FairPoint are urged to read the prospectus/proxy statement,
which will contain important information, including detailed risk factors, when it becomes available. The
prospectus/proxy statement and other documents which will be filed by the Company and FairPoint with the Securities and
Exchange Commission will be available free of charge at the Securities and Exchange Commission’s website, www.sec.gov,
or by directing a request when such a filing is made to Consolidated Communications, 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. A final proxy statement or prospectus/proxy statement will be mailed to the
stockholders of the Company and FairPoint.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
Proxy Solicitation
The Company and FairPoint, and certain of their respective directors, executive officers and other members of management
and employees are participants in the solicitation of proxies in connection with the proposed transactions. Information about
the directors and executive officers of the Company is set forth in its proxy statement for its 2016 annual meeting of
stockholders. Information about the directors and executive officers of FairPoint is set forth in its proxy statement for its 2016
annual meeting of shareholders. Investors may obtain additional information regarding the interests of such participants in the
proposed transactions by reading the prospectus/proxy statement for such proposed transactions when it becomes available.
The Company and FairPoint, and certain of their respective directors, executive officers and other members of management
and employees are participants in the solicitation of proxies in connection with the proposed transactions. Information about
the directors and executive officers of the Company is set forth in its proxy statement for its 2016 annual meeting of
stockholders. Information about the directors and executive officers of FairPoint is set forth in its proxy statement for its 2016
annual meeting of shareholders. Investors may obtain additional information regarding the interests of such participants in the
proposed transactions by reading the prospectus/proxy statement for such proposed transactions when it becomes available.