UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 31, 2024, Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), held a virtual special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of October 15, 2023 (the “Merger Agreement”), by and among the Company, Condor Holdings LLC, a Delaware limited liability company (“Parent”) affiliated with certain funds managed by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”), and Condor Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”) with the Company continuing as the surviving corporation and a wholly owned subsidiary of an affiliate of Searchlight.
As of the close of business on December 13, 2023, the record date for the stockholders entitled to vote at the Special Meeting, there were a total of 116,192,461 shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 103,882,312 shares of Company Common Stock, representing approximately 89.40% of the total shares of Company Common Stock issued and outstanding and entitled to vote, were present or represented by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
| 1. | A proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”); |
| 2. | A proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the Merger (the “Advisory Compensation Proposal”); and |
| 3. | A proposal to approve any adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes in favor of the Merger Agreement Proposal at the time of the Special Meeting (the “Adjournment Proposal”). |
Each proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 18, 2023, as supplemented, and first mailed to the Company’s stockholders on or about December 18, 2023.
Each of the three proposals was approved by the requisite vote of the Company’s stockholders. In addition to receiving the approval of stockholders representing a majority of the voting power represented by the outstanding shares of Company Common Stock that were entitled to vote on the Merger Agreement Proposal in accordance with the Delaware General Corporation Law (the “DGCL”) (“Threshold 1”), the Merger Agreement Proposal was approved by a majority of the voting power represented by the outstanding shares of Company Common Stock that were entitled to vote thereon in accordance with the DGCL and held by Unaffiliated Stockholders (as defined in the Merger Agreement) (“Threshold 2”).
The final voting results for each proposal are described below:
| 1. | The Merger Agreement Proposal: |
Threshold 1
| Votes Cast For | Votes Cast Against | Abstentions | ||
| 97,475,562 | 6,249,214 | 157,536 |
Threshold 2
| Votes Cast For | Votes Cast Against | Abstentions | ||
| 54,991,852 | 6,249,214 | 157,536 |
| 2. | The Advisory Compensation Proposal: |
| Votes Cast For | Votes Cast Against | Abstentions | ||
| 93,681,108 | 8,402,292 | 1,798,912 |
| 3. | The Adjournment Proposal: |
| Votes Cast For | Votes Cast Against | Abstentions | ||
| 92,740,158 | 10,760,666 | 381,488 |
Because the Merger Agreement proposal was approved by the requisite vote, no adjournment to solicit additional proxies was necessary.
Item 8.01 Other Events.
On January 31, 2024, the Company issued a press release announcing the preliminary voting results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
Description | |
| 99.1 | Press Release dated January 31, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL document) | |
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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CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. | |||
| By: | /s/ Fred A. Graffam III | ||
| Name: | Fred A. Graffam III | ||
| Title: | Chief Financial Officer | ||
Date: February 1, 2024