UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 23, 2012
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-51446 |
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02-0636095 |
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(State of Incorporation) |
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(Commission File Number) |
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(IRS employer identification no.) |
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121 South 17th Street |
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Mattoon, Illinois |
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61938-3987 |
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(Address of principal executive offices) |
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(Zip code) |
Registrant’s telephone number, including area code: (217) 235-3311
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On May 18, 2012, participants in the SureWest KSOP (the “Plan”) were notified that during a “blackout period,” restrictions would be imposed on certain Plan transactions. These restrictions will be imposed in order to provide for the conversion of shares of common stock of SureWest Communications (“SureWest”) held by the Plan’s SureWest common stock fund (the “SureWest Stock Fund”) into shares of common stock of Consolidated Communications Holdings, Inc. (the “Company”) and cash, contingent upon the closing of the transactions contemplated under the pending merger agreement between SureWest and the Company (the “Merger”), which closing remains subject to the satisfaction of the conditions set forth in such merger agreement. Among other restrictions, Plan participants will be prevented from transferring contributions or account balances into or out of the SureWest Stock Fund during the blackout period.
On May 23, 2012, the Company sent a notice to its directors and executive officers informing them that, as a result of such Plan restrictions, a blackout period will be imposed on them after the Merger with respect to the Company’s common stock that they acquired in connection with their service as a director or an executive officer of Consolidated, subject to certain limited exceptions.
A copy of the blackout notice to directors and executive officers of the Company, which includes the information required by Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01. Other Events.
The information set forth above under Item 5.04 of this Current Report on Form 8-K is hereby incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Notice of Blackout Period, dated May 23, 2012 |
Safe Harbor
Any statements other than statements of historical facts, including statements about management’s beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management’s views and assumptions regarding future events and business performance. Words such as “estimate,” “believe,” “anticipate,” “expect,” “intend,” “plan, “target,” “project,” “should,” “may,” “will” and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include the ability of Consolidated Communications Holdings, Inc. (the “Company”) to complete the acquisition of SureWest Communications (“SureWest”), successfully integrate the operations of SureWest and realize the synergies from the acquisition, as well as a number of other factors related to the businesses of the Company and SureWest, including 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; 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 Company’s common stock; changes in the valuation of pension plan assets; restrictions contained in the Company’s 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; economic conditions in the Company’s and SureWest’s service areas; 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 or SureWest’s network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes on the telecommunications industry; and liability and compliance costs regarding environmental regulations. These and other risks and uncertainties are discussed in more detail in the Company’s and SureWest’s filings with the Securities and Exchange Commission, including the companies’ respective reports on Form 10-K and Form 10-Q.
Many of these risks are beyond management’s ability to control or predict. All forward-looking statements attributable to the Company, SureWest or persons acting on behalf of each of them are expressly qualified in their entirety by the cautionary statements and risk factors contained in this communication and the companies’ filings with the Securities and Exchange Commission. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. 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 do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.
Proxy Statement/Prospectus
This material is not a substitute for the joint proxy statement/prospectus the Company and SureWest filed with the Securities and Exchange Commission on March 28, 2012, which, as amended, was declared effective on April 24, 2012. Investors in the Company or SureWest are urged to read the joint proxy statement/prospectus, which contains important information, including detailed risk factors. The joint proxy statement/prospectus is, and other documents which will be filed by the Company and SureWest 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 to Consolidated Communications, 121 South 17th Street, Mattoon, IL 61938, Attention: Investor Relations; or to SureWest Communications, 8150 Industrial Avenue, Building A, Roseville, California 95678, Attention: Investor Relations. The definitive joint proxy statement/prospectus was first mailed to the Company’s stockholders and shareholders of SureWest on May 1, 2012.
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 SureWest, 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 the joint proxy statement/prospectus. Information about the directors and executive officers of SureWest is set forth in SureWest’s Form 10-K for the year ended December 31, 2011. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the definitive joint proxy statement/prospectus for such proposed transactions.
SIGNATURES
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.
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Date: May 23, 2012 |
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Consolidated Communications Holdings, Inc. | |
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By: |
/s/ Steven L. Childers |
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Name: Steven L. Childers |
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Title: Chief Financial Officer |
EXHIBIT 99.1
Important Notice to Directors and Executive Officers
of Consolidated Communications Holdings, Inc.
Blackout Period and Trading Restrictions
The merger (the “Merger”) between SureWest Communications (“SureWest”) and Consolidated Communications Holdings, Inc. (“Consolidated”) will result in an exchange of SureWest common stock (“SureWest Shares”) for shares of Consolidated common stock (“Consolidated Shares”) and cash. This blackout notice (“Blackout Notice”) is being provided in order to notify you that directors and executive officers of Consolidated will be prevented from buying or selling certain Consolidated Shares for a period of time that begins on the closing of the Merger and is presently expected to end during the week of July 8, 2012.
You are subject to this blackout period because of a blackout period being imposed under the SureWest KSOP (the “KSOP” in order to provide for the conversion of SureWest Shares held by the SureWest KSOP common stock fund (the “SureWest Stock Fund”) into Consolidated Shares and cash, contingent upon the closing of the Merger. Plan participants will be prevented from (1) transferring contributions or account balances into or out of the SureWest Stock Fund; (2) changing contributions directed to the SureWest Stock Fund and (3) requesting withdrawals, loans, or distributions from or making a loan repayment to the SureWest Stock Fund. This blackout period is presently expected to begin at 10 a.m., Pacific time (1 p.m., Eastern time) on June 20, 2012 and end during the week of July 8, 2012.
Because the KSOP participants are subject to this blackout, Section 306(a) of the Sarbanes-Oxley Act and regulations promulgated thereunder generally require a similar blackout period to be imposed on directors and executive officers. This means that (i) for the portion of the blackout period the ends on the Merger, SureWest directors and executive officers will be restricted from trading in SureWest Shares and (ii) for the portion of the blackout period that begins on the Merger, Consolidated directors and executive officers will be restricted from trading in Consolidated Shares.
Specifically, you will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any Consolidated Shares, if you acquire them or you previously acquired them in connection with your service as a director or employment as an executive officer of Consolidated. This restriction extends to sales of stock acquired pursuant to awards under the 2005 Long-Term Incentive Plan or the Restricted Share Plan as well as certain transactions under the Consolidated Communications 401(k) Plan (although any standing election under the 401(k) Plan to invest contributions in Consolidated Shares can remain in effect).
In general, any Consolidated Shares you have received or acquired during your tenure as a director or executive officer that are a component of your total compensation are treated as received in connection with your service as a director or employment as an executive officer. For this purpose, the SEC applies a presumption that any shares or derivative securities sold or transferred during a blackout period have been “acquired in connection with service or employment as an executive officer or director” if the director or executive owned the securities at the time of the transaction unless the director or executive officer can identify the origin of the securities in question.
These restrictions do not apply to any purchases or sales of shares under a trading arrangement that satisfies the affirmative defense conditions of Exchange Act Rule 10b5-1(c) as long as the arrangement is not entered into or changed during the blackout period or while the director or executive officer was aware of the actual or approximate beginning and end dates of the blackout period. If you have any questions regarding these or other transactions that are exempt from the blackout trading restrictions, please contact the individuals listed below.
The blackout period begins on the closing of the Merger and is presently expected to end during the week of July 8, 2012. Up-to-date information about the blackout period (and whether it has begun or ended) will be available to you, the SEC, and any other interested party or security holder by contacting Stephen Jones (see below). This information will be made available for an additional two-year period after the end of the blackout period as required by the applicable regulations.
Please note that the blackout period is separate from, and independent of, the normal restrictions that apply to trading in Consolidated Shares by executive officers and directors around the end of the quarter.
Questions regarding this Blackout Notice or the blackout period that will apply to directors and executive officers (including questions regarding whether the blackout period has begun or ended) may be directed to:
Stephen Jones
Vice President, Human Resources
Consolidated Communications
121 South 17th Street
Mattoon, IL 61938
(936) 788-7415