8-K

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): April 8, 2008

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-51446	02-0636095
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

121 South 17th Street
Mattoon, Illinois	61938-3987
(Address of Principal Executive Offices)	(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:

o 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 7.01 - Regulation FD Disclosure.

Certain officers of Consolidated Communications Holdings, Inc. (the “Company”) plan to present materials in the form of a slide show presentation and/or printed materials in meetings with analysts and prospective investors beginning on April 8, 2008. Attached as Exhibit 99.1 is the slide show presentation that will be presented.

The information in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Slide show presentation.

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.

	Consolidated Communications Holdings, Inc.
Date: April 8, 2008	By:	/s/ Steven L. Childers
		Name: Steven L. Childers Title: Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Slide show presentation.

EX-99.1

Bob Currey – Chief Executive Officer

Steve Childers – Chief Financial Officer

Steve Jones – Vice President, Investor Relations

April  2008

1

Safe Harbor

2

Company Overview

12^th largest Independent Local Exchange Carrier in the U.S., with
operations in Illinois, Texas and Pennsylvania

Approximately 282,028 ILEC access lines, 68,874 CLEC access line equivalents,
83,521 DSL subscribers and 12,241 IPTV subscribers, representing 446,664 total
connections

Providing voice, video and data services

Triple play offerings in both Texas and Illinois, and coming soon in Pennsylvania

Full year 2007 CNSL financial overview:

Revenues of $329.2 million

Adjusted EBITDA of $143.8 million

$82.1 million in cash from operations

Dividend payout ratio of 75.9%

Full year 2007 NPSI  financial overview:

Revenues of $95.7 million

Adjusted EBITDA of $43.2 million

$9.8 million in cash from operations

3

Operations in Illinois, Texas and
Pennsylvania

ILEC markets are a balance of both rural and
suburban markets

4

Marketing, customer service and technology initiatives have been
designed to minimize competitive traction

This approach will be leveraged in Pennsylvania

Cable operators - Mediacom and Nu Wave in Illinois, Comcast and
Suddenlink in Texas, and Armstrong and Comcast in Pennsylvania

Mediacom, Armstrong and Comcast in Pennsylvania have launched
voice products in CNSL’s markets

Managing Competition

CNSL’s strategy is to minimize competition from cable and
wireless companies by providing “sticky” bundled service
offerings and exemplary customer service

5

Regulatory Landscape

Rate of return regulated at the federal level in all states

Filed petition for price caps in Illinois and Texas

Will remain an average schedule company in Pennsylvania in 2008

Elected incentive regulation at the state level in Texas & Pennsylvania,  
and rate of return in Illinois

Strong working relationships with the FCC and all state commissions

Actively involved in both USF and access charge reform

Favorable Regulatory Environment

6

Experienced & Operations-Focused
Management Team  

Executive

Title

Telecom
Experience

Bob Currey

President & CEO

38 Years

Steve Childers

Senior Vice President &

Chief Financial Officer

20 Years

Joe Dively

Senior Vice President

21 Years

Steve Shirar

Senior Vice President

23 Years

Bob Udell

Senior Vice President

20 Years

Chris Young

Chief Information Officer

20 Years

Richard Lumpkin

Chairman

47 Years

CCI Date of
Initial Hire

1990

1986

1991

1996

1993

1985

1963

7

Executing on our Strategy

8

Sustain

and grow

cash flow

Increase

revenue

per customer

Improve

operating

efficiency

Pursue selective

acquisitions

Maintain

effective capital

deployment

8

Increase Revenue per Customer

DSL Subscriber Growth

IPTV Subscriber Growth

Attractive, feature rich
broadband offerings

Multiple DSL speeds
and price points

Higher margin products

IPTV enables the Triple
Play offering

Enhances the value of
the bundle and
deepens customer
relationships

9

IPTV Service in Illinois & Texas  

A robust offering with over 200 all-digital channels,
premium movie packages and over a 1000 hours of
movies on demand

10

Video Drives Incremental Revenue Per Customer

IPTV enables the Triple Play offering

Incremental Product Rollout

Leverages existing resources and network

IP Backbone/ADSL 2+

Future CapEx is success based

Enhances the value of the bundle and deepens customer
relationships

Currently available in Illinois and Texas

12,241 total video subscribers

HDTV rolled out in Q2 in Texas and Q3 in Illinois

Coming soon: In Q2 2008, IPTV service in PA and DVR in all states

11

Stable Customer Base

CNSL’s total connections have grown by over 19,000 since
2005 and product mix has changed

12

CLEC Overview

True “edge-out” strategy, which leverages ILEC network, human capital skills
and reputation in the surrounding markets

Cash flow positive due to focus on success-based capital expenditures

Focus on small to mid-sized business customers (5 to 500 lines), educational
institutions and healthcare facilities

Operates an extensive SONET optical network with over 300 route miles of fiber
optic facilities in the Pittsburgh metropolitan market

Focus is on migrating to an on-net, ethernet and VoIP delivery system

13

Disciplined Capital Deployment

Installed television headends in Texas and Illinois and is currently
delivering an all digital video signal over its existing fiber/copper
network

Expect to launch IPTV service in Pennsylvania in Q2 2008, utilizing
Illinois headend

95% of total access lines are DSL-capable in Illinois and Texas, 100%
in Pennsylvania

The networks in all three states support speeds up to 10 megabits
per second, as required by consumer demand

Historically capital spending has run 10% -12% of revenue

CNSL’s advanced network enables it to offer advanced
products and services, which is a key part of its strategy to
retain customers and increase revenue

14

CNSL Acquisition Criteria

Attractiveness of the markets

North Pittsburgh:

High growth, affluent markets

Edge-out CLEC provides synergy with ILEC

Quality of the network

North Pittsburgh:

Well maintained plant

Short loops enable higher broadband speeds and efficient video
overlay

Ability to integrate efficiently

North Pittsburgh:

Leverage existing, proven systems and processes

Potential for operating synergies

North Pittsburgh:

$7-$11 million annually in estimated Op Ex savings

$3-$6 million annually in estimated Cap Ex savings

Cash flow accretive

North Pittsburgh:

Improves dividend payout ratio

15

CNSL Delivering Strong Financial Results…

16

($ in millions)

2005

2006

2007

CNSL

Revenue

321.4

$

320.8

$

329.2

$

Adjusted EBITDA

136.8

$

139.8

$

143.8

$

Cash Provided by Operating Activities

72.5

$   

84.6

$   

82.1

$   

CapEx

31.1

$   

33.4

$   

33.5

$   

Payout Ratio

(1)

68.9%

76.6%

75.9%

NPSI

Revenue

109.8

$

103.5

$

95.7

$   

Cash Provided by Operating Activities

32.7

$   

13.9

$   

9.8

$     

Adjusted EBITDA

55.6

$   

46.2

$   

43.2

$   

CapEx

10.5

$   

16.0

$   

16.7

$   

CNSL Balance Sheet

Total Cash and Marketable Securities

31.4

$   

26.7

$   

34.3

$   

Total Debt

555.0

$

594.0

$

893.0

$

Leverage

    3.8x

    4.1x

    4.6x

(1)  2005 reflects the three months ended December 31, 2005 only.  2006 excludes the impact of asset sales.

Wireless Partnerships

In addition to its core business, CNSL derives a portion of its cash
flow from five wireless partnerships.

All are managed by Verizon Wireless and overlap with our ILEC and
CLEC markets

All have experienced solid revenue, operating income, cash
distribution and subscriber growth over the past few years

17

Integration Update

Integration efforts well underway

Six major projects being worked

Most will be completed in 2008

Financial system consolidation complete and IPTV launch
scheduled for Q2 2008

Synergy estimates:

Op Ex:  $7M in 2008 & $11M in 2009

Cap Ex:  $3M in 2008 & $6M in 2009

18

Investment Highlights

Attractive Markets

Stable Local
Telephone Business

Bundled
Service Offerings

Favorable
Regulatory
Environment

Technologically
Advanced Network

Experienced
Management Team

19

Appendix

20

GAAP Reconciliation

21

GAAP Reconciliation (con’t)

22

Adjusted EBITDA Reconciliation

See footnotes on next page

23

($ in millions)

CNSL

2005

2006

2007

Historical EBITDA:

Net cash provided by operating activities

72,475

$   

84,593

$   

82,069

$   

Adjustments:

Pension curtailment gain

7,880

-

-

Compensation from restricted share plan

(8,590)

(2,482)

(4,034)

Other adjustments, net (1)

(19,068)

(8,083)

(3,781)

Changes in operating assets and liabilities

10,220

6,669

2,828

Interest expense, net

53,443

42,899

56,780

Income taxes

10,935

405

4,674

Historical EBITDA (2)

127,295

124,001

138,536

Adjustments to EBITDA (3)

Integration, restructuring and Sarbanes-Oxley (4)

7,400

3,684

1,187

Professional service fees (5)

2,867

-

-

Other, net (6)

(3,036)

(7,143)

(6,567)

Investment distributions (7)

1,590

5,516

6,586

Pension curtailment gain (8)

(7,880)

-

-

Intangible assets impairment (1)

-

11,240

-

Non-cash compensation (9)

8,590

2,482

4,034

Adjusted EBITDA

136,826

$

139,780

$

143,776

$

Year Ended

December 31,

Adjusted EBITDA Reconciliation

24

Adjusted EBITDA Reconciliation

See footnotes on next page

25

($ in millions)

NPSI

2005

2006

2007

Historical EBITDA:

Net cash provided by operating activities

32,723

$   

13,863

$   

9,771

$     

Adjustments:

Curtailment and special termination benefits

-

-

(9,786)

Equity income of affiliated companies

6,001

8,623

9,944

Other adjustments, net

2,695

1,283

89

Changes in operating assets and liabilities

(423)

1,491

6,528

Interest expense, net

182

(1,144)

(1,146)

Income taxes

15,407

22,473

5,352

Historical EBITDA (1)

56,585

46,589

20,752

Adjustments to EBITDA (2)

Merger costs (3)

-

-

5,817

Curtailment expense (4)

-

-

9,786

Other, net (5)

(7,093)

(8,510)

(9,644)

Investment distributions (6)

6,177

8,087

8,972

Change of control, retention, severance and

-

-

-

      other merger related payments (7)

-

-

7,482

Adjusted EBITDA

55,669

$   

46,166

$   

43,165

$   

Year Ended

December 31,

Adjusted EBITDA Reconciliation

26

Cash Available to Pay Dividends

27

($ in millions)

2005

2006

2007

Adjusted EBITDA

35,626

$                  

139,780

$                 

143,776

$                 

- Cash interest expense

(9,384)

(40,613)

(44,222)

- Capital Expenditures

(9,498)

(33,388)

(33,495)

+ Proceeds from asset sales

(1)

-

6,594

-

- Cash income taxes

(172)

(8,237)

(13,976)

+ Cash interest income

174

745

893

- Repurchases of stock

(2)

-

(87)

-

Cash available to pay dividends

16,746

$                  

64,794

$                  

52,976

$                  

Quarterly Dividend

11,537

$                  

44,593

$                  

40,195

$                  

Payout Ratio

68.9%

68.8%

75.9%

Adjusted Payout Ratio

(3)

68.9%

76.6%

75.9%

(1) Represents $673 of proceeds from the sale of idle property and $5,921 of proceeds from the redemption of class C

shares of RTB stock.

(2) Represents the cancellation of stock by employees to pay withholding tax on shares vesting under the company's

Long Term Incentive Plan.

(3) Represents the payout ratio excluding the effect of asset sales.

Year Ended December 31,

Total Net Debt to Adjusted EBITDA Ratio

28

($ in millions)

2005

2006

2007

Summary of Outstanding Debt

Senior Notes

130,000

$                    

130,000

$                    

130,000

$                    

Term loan

425,000

464,000

760,000

Capital Leases

-

-

2,646

Total debt as of December 31, 2007

555,000

$                    

594,000

$                    

892,646

$                    

Less cash on hand

(31,409)

(26,672)

(37,297)

Total net debt

523,591

$                    

567,328

$                    

855,349

$                    

Adjusted EBITDA (1)

136,826

$                    

139,780

$                    

187,000

$                    

Total Net Debt to Adjusted EBITDA

3.8

4.1

4.6

(1) Per the new credit facility adjusted EBITDA has been agreed upon for the first three quarters of 2007 at

$138,700 and reflects a combined pro forma number for the fourth quarter 2007.  Adjusted EBITDA for the

fourth quarter 2007 is the sum of $11,264 for the Pennsylvania operations and $37,036 for the Illinois and

Texas operations.

Year Ended December 31,