CNSL / Consolidated Communications Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-51446 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 5) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Communications Holdings, Inc. (Name of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 5) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Communications Holdings, Inc. (Name of the Issuer) Consolidated Communications Holdings, Inc. Condor Holdings LLC Searchlight III CVL, LLC (Names of Persons Filing Statement) Common Stock, $

As filed with the Securities and Exchange Commission on December 27, 2024

As filed with the Securities and Exchange Commission on December 27, 2024 Registration No.

As filed with the Securities and Exchange Commission on December 27, 2024

As filed with the Securities and Exchange Commission on December 27, 2024 Registration No.

As filed with the Securities and Exchange Commission on December 27, 2024

As filed with the Securities and Exchange Commission on December 27, 2024 Registration No.

As filed with the Securities and Exchange Commission on December 27, 2024

As filed with the Securities and Exchange Commission on December 27, 2024 Registration No.

As filed with the Securities and Exchange Commission on December 27, 2024

As filed with the Securities and Exchange Commission on December 27, 2024 Registration No.

BYLAWS CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. Dated as of: December 27, 2024 ARTICLE I

Exhibit 3.2 BYLAWS OF CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. Dated as of: December 27, 2024 ARTICLE I OFFICES Section 1.   REGISTERED OFFICES. The registered office shall be in Wilmington, Delaware, or such other location as the Board of Directors may determine or the business of the corporation may require. Section 2.   OTHER OFFICES. The corporation may also have offices at such other places

As filed with the Securities and Exchange Commission on December 27, 2024

As filed with the Securities and Exchange Commission on December 27, 2024 Registration No.

As filed with the Securities and Exchange Commission on December 27, 2024

S-8 POS 1 tm2432123d7s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 27, 2024 Registration No. 333-128934 Registration No. 333-166757 Registration No. 333-182597 Registration No. 333-203974 Registration No. 333-228199 Registration No. 333-268623 Registration No. 333-270202 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMEN

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): December 27, 2024 Consolidated Communications Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or other jurisdiction of incor

As filed with the Securities and Exchange Commission on December 27, 2024

As filed with the Securities and Exchange Commission on December 27, 2024 Registration No.

Financial Statements and Exhibits, Other Events

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): December 20, 2024 Consolidated Communications Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or other jurisdiction of incor

NOTICE OF RATIFICATION BY THE BOARD OF DIRECTORS OF CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Pursuant to Section 204(g) of the Delaware General Corporation Law)

Exhibit 99.1 NOTICE OF RATIFICATION BY THE BOARD OF DIRECTORS OF CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Pursuant to Section 204(g) of the Delaware General Corporation Law) Notice is hereby given, pursuant to Section 204 (“Section 204”) of the Delaware General Corporation Law (the “DGCL”), that on December 20, 2024, the Board of Directors (the “Board”) of Consolidated Communications Holdings,

As filed with the Securities and Exchange Commission on December 27, 2024

As filed with the Securities and Exchange Commission on December 27, 2024 Registration No.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. FIRST: The name of this corporation (the “Corporation”) shall be Consolidated Communications Holdings, Inc. SECOND: Its registered office in the State of Delaware is to be located at 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808, United States, and the name of its

Other Events

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): December 23, 2024 Consolidated Communications Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 [ ] TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51446 CONSOLIDATED COMMUNICATIONS

Consolidated Communications Announces Third Quarter 2024 Financial Results

Exhibit 99.1 Consolidated Communications Announces Third Quarter 2024 Financial Results MATTOON, Ill. – Nov. 5, 2024 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today reported results for third quarter 2024. Third Quarter 2024 Results ● Revenue totaled $271.1 million ● Overall consumer revenue was $110.3 millio

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 5, 2024 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission F

Other Events

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): October 7, 2024 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission Fi

Other Events

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): August 28, 2024 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission Fi

Consolidated Communications Announces Second Quarter 2024 Financial Results

Exhibit 99.1 Consolidated Communications Announces Second Quarter 2024 Financial Results MATTOON, Ill. – August 6, 2024 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today reported results for second quarter 2024. Second Quarter 2024 Results ● Revenue totaled $268.7 million ● Overall consumer revenue was $112.7 m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 [ ] TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51446 CONSOLIDATED COMMUNICATIONS HOLD

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): August 6, 2024 CONSOLIDATED COMMU

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): August 6, 2024 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ⌧ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ◻ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . COMMISSION FILE NUMBER: 0-51446 A. Full title of th

Submission of Matters to a Vote of Security Holders

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 31, 2024 Consolidated Communications Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

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 7, 2024 CONSOLIDATED COMMUNIC

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 7, 2024 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File N

Consolidated Communications Announces First Quarter 2024 Financial Results

Exhibit 99.1 Consolidated Communications Announces First Quarter 2024 Financial Results MATTOON, Ill. – May 7, 2024 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today reported results for first quarter 2024. First Quarter 2024 Results ● Revenue totaled $274.7 million ● Overall consumer revenue was $114.8 million

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 [ ] TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51446 CONSOLIDATED COMMUNICATIONS HOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

CNSL / Consolidated Communications Holdings, Inc. / Searchlight III CVL, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d761974dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Consolidated Communications Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 209034107 (CUSIP Number) Searchlight III CVL, L.P. c/o Searchlight Capital Partners, L.P. 745

Term Loan Agreement, dated as of March 21, 2024, by and among Consolidated Communications Holdings, Inc., Consolidated Communications, Inc., and Searchlight CVL AGG, L.P., as Lender

Exhibit 10.01 TERM LOAN AGREEMENT Dated as of March 21, 2024 among CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., as Holdings, CONSOLIDATED COMMUNICATIONS, INC., as Borrower, and SEARCHLIGHT CVL AGG, L.P., as Lender TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 [Reserved] 23 Section 1.03 Terms Generally 23 Section 1.04 [Reserved] 23 Section 1.05 Rounding 23

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 21, 2024 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission Fil

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 5, 2024 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File

Consolidated Communications Holdings, Inc. Policy for Recovery of Erroneously Awarded Compensation

Exhibit 97 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Consolidated Communications Holdings, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in

Consolidated Communications Announces Fourth Quarter and Full Year 2023 Financial Results

Exhibit 99.1 Consolidated Communications Announces Fourth Quarter and Full Year 2023 Financial Results MATTOON, Ill. – Mar. 5, 2024 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today reported results for the fourth quarter and full year 2023. Fourth Quarter 2023 Results ● Revenue totaled $275.2 million ● Overall

List of subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE COMPANY The following is a list of subsidiaries of the Company, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary. Unless otherwise noted, all subsidiaries are 100% owned (directly or indirectly) by Consolidated Communications Holdings, Inc. Name State of Incorporation Berkshire Cable Corp. New York Berkshire Ce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-51446 CONSOLIDAT

CNSL / Consolidated Communications Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0047-consolidatedcommunica.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 15)* Name of issuer: Consolidated Communications Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 209034107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 4) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Communications Holdings, Inc. (Name of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 4) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Communications Holdings, Inc. (Name of the Issuer) Consolidated Communications Holdings, Inc. Condor Holdings LLC Condor Merger Sub Inc. Searchlight III CVL, L.P. Searchlight III CVL GP, LLC

Consolidated Communications Shareholders Approve Proposed Transaction with Searchlight and BCI

Exhibit 99.1 Consolidated Communications Shareholders Approve Proposed Transaction with Searchlight and BCI MATTOON, Ill. – January 31, 2024 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today announced that, based on the preliminary vote count provided by its proxy solicitor following the Company’s special meeti

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): January 31, 2024 Consolidated Communications Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Communications Holdings, Inc. (Name of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Communications Holdings, Inc. (Name of the Issuer) Consolidated Communications Holdings, Inc. Condor Holdings LLC Condor Merger Sub Inc. Searchlight III CVL, L.P. Searchlight III CVL GP, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

U.S. Securities and Exchange Commission Washington, DC 20549 Notice of Exempt Solicitation

U.S. Securities and Exchange Commission Washington, DC 20549 Notice of Exempt Solicitation NAME OF REGISTRANT: Consolidated Communications Holdings, Inc. NAME OF PERSON RELYING ON EXEMPTION: Charles Frischer ADDRESS OF PERSON RELYING ON EXEMPTION: 3156 East Laurelhurst Drive, NE, Seattle, WA 98105 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchang

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Communications Holdings, Inc. (Name of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Communications Holdings, Inc. (Name of the Issuer) Consolidated Communications Holdings, Inc. Condor Holdings LLC Condor Merger Sub Inc. Searchlight III CVL, L.P. Searchlight III CVL GP, LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

* * *

December 13, 2023 Re: Consolidated Communications Holdings, Inc. Schedule 13E-3 filed November 20, 2023 File No. 005-80886 Preliminary Proxy Statement filed November 20, 2023 File No. 000-51446 Dear Mr. Duchovny: Consolidated Communications Holdings, Inc. (the “Company”) has filed today this letter and the Company’s amended Schedule 13E-3 (the “Amended Schedule 13E-3”) and amended Preliminary Prox

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Communications Holdings, Inc. (Name of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Communications Holdings, Inc. (Name of the Issuer) Consolidated Communications Holdings, Inc. Condor Holdings LLC Condor Merger Sub Inc. Searchlight III CVL, L.P. Searchlight III CVL GP, LLC

U.S. Securities and Exchange Commission Washington, DC 20549 Notice of Exempt Solicitation

U.S. Securities and Exchange Commission Washington, DC 20549 Notice of Exempt Solicitation NAME OF REGISTRANT: Consolidated Communications Holdings, Inc. NAME OF PERSON RELYING ON EXEMPTION: Charles Frischer ADDRESS OF PERSON RELYING ON EXEMPTION: 3156 East Laurelhurst Drive, NE, Seattle, WA 98105 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchang

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Consolidated Communications Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 Exhibit Fee Table CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Consolidated Communications Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Communications Holdings, Inc. (Name of the Issuer) Consoli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Consolidated Communications Holdings, Inc. (Name of the Issuer) Consolidated Communications Holdings, Inc. Condor Holdings LLC Condor Merger Sub Inc. Searchlight III CVL, L.P. Searchlight III CVL GP, LLC (Names of Persons

Opinion of Rothschild & Co US Inc., dated as of October 15, 2023

Exhibit (c)(i) October 15, 2023 The Special Committee of the Board of Directors Consolidated Communications Holdings, Inc.

Discussion materials prepared by Rothschild & Co US Inc., dated June 6, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.

Exhibit (c)(iii) DRAFT All numbers and references herein are highly preliminary and subject to material refinement PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL CHANGE Project Seashore Discussion materials 1 6 June 2023 PRELIMINARY, ILLUSTRATIVE DRAFT – FOR REFERENCE ONLY AND SUBJECT TO MATERIAL CHANGE Topics for discussion 2 Key Special Committee confirmations Poten

Equity Commitment Letter, dated October 15, 2023, by and between Condor Holdings LLC, Searchlight Capital III, L.P. and Searchlight Capital III PV, L.P.

Exhibit (d)(iv) Searchlight Capital III, L.P. Searchlight Capital III PV, L.P. October 15, 2023 Condor Holdings LLC c/o Searchlight Capital Partners, L.P. 745 Fifth Avenue, 27th Floor New York, New York 10151 Re: Condor Equity Commitment Letter Ladies and Gentlemen: Reference is made to (i) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Condor

Discussion materials prepared by Rothschild & Co US Inc., dated June 22, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.

Exhibit (c)(iv) PRELIMINARY DRAFT Project Seashore Special Committee materials June 22nd, 2023 1 PRELIMINARY DRAFT The accompanying materials were compiled on a confidential basis by Rothschild & Co US Inc.

Discussion materials prepared by Rothschild & Co US Inc., dated May 16, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.

Exhibit (c)(ii) Preliminary and Confidential Draft Project [ C ] Kick-off materials 1 May 16th, 2023 Preliminary Draft Preliminary Draft Agenda Working group introductions 1 Process discussion 3 Phase I deliverables and indicative timeline 4 Administrative items 2 Next steps 5 Preliminary Draft Special Committee working group Special Committee working group Management team (“Management”) For refer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Interim Investors’ Agreement, dated October 15, 2023, by and between Condor Holdings LLC, Condor Merger Sub Inc., Searchlight Capital III, L.P., Searchlight III CVL, L.P and British Columbia Investment Management Corporation.

Exhibit (d)(iii) INTERIM INVESTORS’ AGREEMENT INTERIM INVESTORS’ AGREEMENT (this “Agreement”), dated as of October 15, 2023, by and among Condor Holdings LLC, a Delaware limited liability company (“Parent”), Condor Merger Sub Inc.

Discussion materials prepared by Rothschild & Co US Inc., dated October 14, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.

Exhibit (c)(viii) Project Seashore Fairness opinion analysis October 14, 2023 1 Disclaimer 1.

Discussion materials prepared by Rothschild & Co US Inc., dated September 23, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.

Exhibit (c)(vii) PRELIMINARY DRAFT Project Seashore Special Committee materials September 23rd, 2023 1 PRELIMINARY DRAFT Disclaimer The accompanying materials were compiled on a confidential basis by Rothschild & Co US Inc.

Discussion materials prepared by Rothschild & Co US Inc., dated September 13, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.

Exhibit (c)(vi) PRELIMINARY DRAFT Project Seashore Special Committee materials September 13th, 2023 1 PRELIMINARY DRAFT Disclaimer The accompanying materials were compiled on a confidential basis by Rothschild & Co US Inc.

Limited Guaranty, dated October 15, 2023, by and between Consolidated Communications Holdings, Inc., Searchlight Capital III, L.P. and Searchlight Capital III PV, L.P.

Exhibit (d)(v) LIMITED GUARANTY Limited Guaranty, dated as of October 15, 2023 (this “Guaranty”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Consolidated Communications Holdings, Inc.

Discussion materials prepared by Rothschild & Co US Inc., dated September 6, 2023, for the Special Committee of the Board of Directors of Consolidated Communications Holdings, Inc.

Exhibit (c)(v) Project Seashore Special Committee materials September 6th, 2023 1 PRELIMINARY DRAFT PRELIMINARY DRAFT Disclaimer The accompanying materials were compiled on a confidential basis by Rothschild & Co US Inc.

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 13E-3 (Form Type) Consolidated Communications Holdings, Inc.

Discussion materials prepared by Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, dated March 15, 2023, for Condor Holdings LLC, Condor Merger Sub Inc., Searchlight III CVL, L.P. and Searchlight III CVL GP, LLC

Exhibit (c)(ix) March 2023 Discussion materials Agenda Page 1 Consolidated trading update and industry backdrop 1 2 Appendix 10 CNSL public market overview Stock price performance since 01/01/2021 (indexed to 100) Source: Company filings, Factset as of 03/10/23, Wall Street research S&P500 Public market overview ($mm) Current price (03/10/23) $2.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 [ ] TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51446 CONSOLIDATED COMMUNICATIONS

Consolidated Communications Announces Third Quarter Financial Results

Exhibit 99.1 Consolidated Communications Announces Third Quarter Financial Results MATTOON, Ill. – Nov. 7, 2023 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), a top 10 fiber provider in the U.S., today reported results for the third quarter of 2023. Third Quarter 2023 Results ● Revenue totaled $283.7 million ● Overall consumer revenue was $115.2 mill

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2023 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Consolidated Communications Holdings, Inc. 2. Name of Person Relying on Exemption: Wildcat Capital Management, LLC 3. Address of Person Relying on Exemption: 888 7th Avenue, 37th Floor New York, New York 10106 4. Writt

JOINT FILING AGREEMENT

EX-99.13 2 d523494dex9913.htm EXHIBIT 13 EXHIBIT 13 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing amendment to the statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to such statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. This a

CNSL / Consolidated Communications Holdings Inc / Searchlight III CVL, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Consolidated Communications Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 209034107 (CUSIP Number) Searchlight III CVL, L.P. c/o Searchlight Capital Partners, L.P. 745 5th Avenue – 27th Floor New Yo

Amendment No. 5, dated as of October 15, 2023, among Consolidated Communications Holdings, Inc., Consolidated Communications, Inc. and the lenders party thereto.

  Exhibit 10.2   AMENDMENT NO. 5   AMENDMENT NO. 5, dated as of October 15, 2023 (this “Amendment”), to the Credit Agreement dated as of October 2, 2020 (as amended by that certain Amendment No. 1, dated as of January 15, 2021, that certain Amendment No. 2, dated as of April 5, 2021, that certain Amendment No. 3, dated as of November 22, 2022, that certain Amendment No. 4, dated as of April 17, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

Voting Agreement, dated October 15, 2023, by and between Consolidated Communications Holdings, Inc., and Searchlight III CVL, L.P (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Consolidated Communications Holdings, Inc. with the Commission on October 16, 2023).

Exhibit 10.1 Searchlight III CVL, L.P. 745 Fifth Avenue, 27th Floor New York, NY 10151 October 15, 2023 Consolidated Communications Holdings, Inc. 350 S. Loop 336 W Conroe, Texas 77304 Ladies and Gentleman: This letter agreement (this “Agreement”) is entered into as of October 15, 2023 by and between Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”), and Searchligh

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): October 15, 2023 Consolidated Com

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): October 15, 2023 Consolidated Communications Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

Consolidated Communications Announces Agreement to be Acquired by Searchlight Capital Partners and British Columbia Investment Management Corporation Consolidated Communications Shareholders to Receive $4.70 Per Share in Cash, Representing 70% Premiu

Exhibit 99.1 Consolidated Communications Announces Agreement to be Acquired by Searchlight Capital Partners and British Columbia Investment Management Corporation Consolidated Communications Shareholders to Receive $4.70 Per Share in Cash, Representing 70% Premium for Shareholders MATTOON, Ill. — October 16, 2023 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (“Consolidated Communicat

Agreement and Plan of Merger, dated October 15, 2023, by and among Condor Holdings LLC, Condor Merger Sub Inc. and Consolidated Communications Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Consolidated Communications Holdings, Inc. with the Commission on October 16, 2023).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CONDOR HOLDINGS LLC, CONDOR MERGER SUB INC. and CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. Dated as of October 15, 2023 TABLE OF CONTENTS Page Article I The Merger 2 1.1 The Merger 2 1.2 Closing and Effective Time of the Merger 3 Article II Conversion of Securities IN THE MERGER 4 2.1 Conversion of Securities 4 2.2 Payment for Securities; Surre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): October 15, 2023 Consolidated Communications Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or other jurisdiction of incorp

Transaction Overview ▪ Affiliates of Searchlight and BCI to acquire CNSL (or the “Company”) for $4.70 per share ‒ All-cash consideration ▪ Transaction unanimously approved by a special committee of independent and disinterested directors of the Compa

Exhibit 99.2 Consolidated Communications to be Acquired by Searchlight and BCI Transaction delivers a significant and certain cash premium to shareholders October 16, 2023 Transaction Overview ▪ Affiliates of Searchlight and BCI to acquire CNSL (or the “Company”) for $4.70 per share ‒ All-cash consideration ▪ Transaction unanimously approved by a special committee of independent and disinterested

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 [ ] TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51446 CONSOLIDATED COMMUNICATIONS HOLD

Consolidated Communications Announces Second Quarter Financial Results; Delivers 93% Growth in Consumer Fiber Net Adds

Exhibit 99.1 Consolidated Communications Announces Second Quarter Financial Results; Delivers 93% Growth in Consumer Fiber Net Adds ● Added 18,651 fiber net adds, an increase from 9,643 fiber net adds a year ago ● Grew consumer fiber broadband revenue 58%1 and increased ARPU 5.1% ● Upgraded 57,438 locations to fiber Gigabit+ speeds; FttP coverage to approach approximately 50% of addressable market

Safe Harbor Statement Certain statements in this presentation, including those relating to the current expectations, plans, strategies, and anticipated financial results, including year over year revenue and EBITDA growth in 2024, contributions to EB

Exhibit 99.2 Q2 2023 Aug. 8, 2023 EARNINGS Nasdaq: CNSL consolidated.com Safe Harbor Statement Certain statements in this presentation, including those relating to the current expectations, plans, strategies, and anticipated financial results, including year over year revenue and EBITDA growth in 2024, contributions to EBITDA and margins as a result of business simplification and cost savings init

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2023 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ⌧ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ◻ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . COMMISSION FILE NUMBER: 0-51446 A. Full title of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 [ ] TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-51446 CONSOLIDATED COMMUNICATIONS HOL

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 1, 2023 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or Other Jurisdiction of Incorporati

Amendment to the Amended and Restated Consolidated Communications Holdings, Inc. Long-Term Incentive Plan

AMENDMENT TO THE CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. LONG-TERM INCENTIVE PLAN THIS AMENDMENT TO the CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. LONG-TERM INCENTIVE PLAN (this “Amendment”) is made and adopted by Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in

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 2, 2023 CONSOLIDATED COMMUNIC

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 2, 2023 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File N

Consolidated Communications Reports Record Consumer Fiber Broadband Net Adds and Announces First Quarter 2023 Financial Results

Exhibit 99.1 Consolidated Communications Reports Record Consumer Fiber Broadband Net Adds and Announces First Quarter 2023 Financial Results ● Achieved record consumer fiber broadband net adds of 12,337, an increase of 60% versus the first quarter of 2022; Consumer broadband net adds were positive 2,404 ● Grew consumer fiber broadband revenue 56%1 and increased ARPU 5.7% ● Completed 53,858 fiber u

Safe Harbor Statement Certain statements in this presentation, including those relating to the current expectations, plans, strategies, and anticipated financial results, including year over year revenue and EBITDA growth in 2024, are forward-looking

Exhibit 99.2 Q1 2023 May 2, 2023 EARNINGS Nasdaq: CNSL consolidated.com Exhibit 99.2 Safe Harbor Statement Certain statements in this presentation, including those relating to the current expectations, plans, strategies, and anticipated financial results, including year over year revenue and EBITDA growth in 2024, are forward-looking statements and are made pursuant to the safe harbor provisions o

Robert J. Currey Chairman Thomas A. Gerke Director Andrew S. Frey Director Roger H. Moore Director David G. Fuller Director C. Robert Udell, Jr. President, CEO and Director Marissa M. Solis Director Maribeth S. Rahe Director Board of Directors BUSINE

Exhibit 99.1 SHAREHOLDER May 1, 2023 MEETING Nasdaq: CNSL consolidated.com Exhibit 99.1 Robert J. Currey Chairman Thomas A. Gerke Director Andrew S. Frey Director Roger H. Moore Director David G. Fuller Director C. Robert Udell, Jr. President, CEO and Director Marissa M. Solis Director Maribeth S. Rahe Director Board of Directors BUSINESS MEETING Nasdaq: CNSL consolidated.com Proposals 1. To elect

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 1, 2023 CONSOLIDATED COMMUNIC

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 1, 2023 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or Other Jurisdiction of Incorporati

Amendment No. 4, dated as of April 17, 2023, among Consolidated Communications Holdings, Inc., Consolidated Communications, Inc. and Wells Fargo Bank, National Association, as administrative agent.

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 4 AMENDMENT NO. 4, dated as of April 17, 2023 (this “Amendment”), to the Credit Agreement dated as of October 2, 2020 (as amended by that certain Amendment No. 1, dated as of January 15, 2021, as amended by that certain Amendment No. 2, dated as of April 5, 2021, as amended by that certain Amendment No. 3, dated as of November 22, 2022 and as further am

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 17, 2023 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or Other Jurisdiction of Incorpor

CNSL / Consolidated Communications Holdings Inc / Searchlight III CVL, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Consolidated Communications Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 209034107 (CUSIP Number) Searchlight III CVL, L.P. c/o Searchlight Capital Partners, L.P. 745 5th Avenue – 27th Floor New Yo

* * * * *

EX-10 Exhibit 10 April 12, 2023 Searchlight Capital Partners, L.P. 745 Fifth Avenue, 27th Floor New York, NY 10151 British Columbia Investment Management Corporation 750 Pandora Avenue Victoria, BC V8W 0E4 Canada Board of Directors Consolidated Communications Holdings, Inc. 2116 South 17th Street Mattoon, Illinois 61938 Re: Proposal Dear Members of the Board of Directors: Searchlight Capital Partn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

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): March 7, 2023 CONSOLIDATED COMMUN

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): March 7, 2023 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or Other Jurisdiction of Incorpora

2.6M total passings 1M Total fiber Gig+ capable passings Data as of 12/31/22; * Full-year 2022 including discontinued operations 123K Fiber Gig+ capable broadband connections 57,900 fiber route miles $1.2B Revenue $414M Adjusted EBITDA* Fidium is Con

Exhibit 99.1 Mar. 7, 2023 J.P. Morgan Global High Yield & Leveraged Finance Conference Nasdaq: CNSL consolidated.com Exhibit 99.1 Safe Harbor Statement Certain statements in this communication are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, our c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐TRANSITION REPORT PURSUANT TO SECTION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-51446 CONSOLIDAT

Offer Letter, dated November 11, 2022, by and between Consolidated Communications, Inc. and Fred A. Graffam III

Exhibit 10.11 November 11, 2022 Fred A. Graffam III 4383 West Northwest Hwy Dallas TX 75220 Dear Fred, We are in the midst of an incredible transformation of our company and this is an excellent time to join us as we make the investments necessary to transition back to growth! On behalf of Consolidated Communications, I am pleased to extend an offer of employment to you as Executive Vice President

Separation Agreement, dated December 22, 2022, by and between Consolidated Communications, Inc. and Steven L. Childers

Exhibit 10.10 SEPARATION AGREEMENT In consideration of the execution of this Separation Agreement (the “Agreement”), and for other good and valuable consideration, Consolidated Communications, Inc. (the “Company”) and Steven L. Childers (the “Executive”) agree to the following terms and conditions. The Executive understands that December 31, 2022 (the “Separation Date”) will be his last day of emp

List of subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF THE COMPANY The following is a list of subsidiaries of the Company, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary. Unless otherwise noted, all subsidiaries are 100% owned (directly or indirectly) by Consolidated Communications Holdings, Inc. Name State of Incorporation Berkshire Cable Corp. New York Berkshire Ce

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

As filed with the Securities and Exchange Commission on March 1, 2023

As filed with the Securities and Exchange Commission on March 1, 2023 Registration No.

Safe Harbor Statement Certain statements in this communication are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among

Exhibit 99.2 Q4 2022 February 28, 2023 EARNINGS Nasdaq: CNSL consolidated.com Exhibit 99.2 Safe Harbor Statement Certain statements in this communication are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, our current expectations, plans, strategies,

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): February 28, 2023 CONSOLIDATED CO

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): February 28, 2023 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission

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Exhibit 99.1 Consolidated Communications Reports Positive Broadband Net Adds for 2022 and Announces Fourth Quarter and Full Year 2022 Results ● Consumer fiber broadband net add growth for FY 2022 was 2.6x FY 2021 growth1 ● Consumer fiber broadband revenue grew 37%1 in FY 2022 driven by fiber net adds and increased ARPU ● Completed more than 400,000 Gigabit+ fiber upgrades for FY 2022 resulting in

CNSL / Consolidated Communications Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0651-consolidatedcommunica.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Consolidated Communications Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 209034107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K/A (Amendment No. 1) ? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of Earliest Event Reported): December 22, 2022 (November 28, 2022) ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? Delaware 000-

# # #

Exhibit 99.1 ? ? Consolidated Communications Announces CFO Transition ? Fred Graffam named Executive Vice President and Chief Financial Officer ? MATTOON, Ill. ? Nov. 29, 2022 ? Consolidated Communications (NASDAQ: CNSL), a leading Fiber-to-the-Premise (FttP) broadband provider, today announced the appointment of Fred Graffam as executive vice president and chief financial officer effective Dec. 1

Form of Employment Security Agreement with the CFO of the Company (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated November 28, 2022)

Exhibit 10.3 EMPLOYMENT SECURITY AGREEMENT ? THIS EMPLOYMENT SECURITY AGREEMENT (the ?Agreement?) is entered into this 1st day of December, 2022, between Consolidated Communications Holdings, Inc., a Delaware corporation (the ?Company?), and Fred A. Graffam (?Executive?). Executive is employed by the Company or one of its wholly-owned subsidiaries (referred to collectively as the ?Company?), and t

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 28, 2022 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or Other Jurisdiction of Incor

Regulation FD Disclosure, Financial Statements and Exhibits

? ? 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): December 1, 2022 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Othe

Restricted Stock Grant Agreement between the Company and Mr. Graffam, dated December 1, 2022 (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 dated November 30, 2022).

? Exhibit 4.4 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. RESTRICTED STOCK GRANT AGREEMENT ? This Restricted Stock Grant Agreement (the ?Agreement?) evidences an inducement award granted by the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Consolidated Communications Holdings, Inc. (the ?Company?) to Fred A. Graffam ?Employee?) of 103,306 shares of common stock

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

Consolidated Communications Closes on Sale of its Kansas City Assets

EX-99.1 2 cnsl-20221201xex99d1.htm EX-99.1 Exhibit 99.1 Consolidated Communications Closes on Sale of its Kansas City Assets Divestiture cash proceeds to support Company’s fiber expansion plan MATTOON, Ill. – Dec. 1, 2022 – Consolidated Communications Enterprise Services, Inc. (“Company”) is pleased to announce it has completed the sale of its Kansas City assets, effective Nov. 30, 2022, to Everfa

Performance Restricted Stock Grant Agreement by and between the Company and Fred A. Graffam III.

? Exhibit 4.5 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. PERFORMANCE STOCK GRANT AGREEMENT ? This Performance Stock Grant Agreement (the ?Agreement?) evidences an inducement award granted by the Compensation Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Consolidated Communications Holdings, Inc. (the ?Company?) to Fred A. Graffam (?Employee?) that entitles Employee to shar

As filed with the Securities and Exchange Commission on November 30, 2022

? ? As filed with the Securities and Exchange Commission on November 30, 2022 ? Registration No.

Amendment No. 3, dated as of November 22, 2022, to the Credit Agreement among Consolidated Communications Holdings, Inc., Consolidated Communications, Inc., JPMorgan Chase Bank, N.A., as incremental term loan lender, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated November 22, 2022)

Exhibit 10.1 Execution Version AMENDMENT NO. 3 AMENDMENT NO. 3, dated as of November 22, 2022 (this “Amendment”), to the Credit Agreement dated as of October 2, 2020 (as amended by that certain Amendment No. 1, dated as of January 15, 2021, as amended by that certain Amendment No. 2, dated as of April 5, 2021, and as further amended, amended and restated, supplemented or otherwise modified from ti

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): November 22, 2022 CONSOLIDATED CO

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): November 22, 2022 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51446 02-0636095 (State or Other Jurisdiction of Incor

Consolidated Communications Announces Extension of Revolving Credit Facility Company positioned with significant liquidity and substantial financial flexibility to continue executing on fiber expansion plan

Exhibit 99.1 Consolidated Communications Announces Extension of Revolving Credit Facility Company positioned with significant liquidity and substantial financial flexibility to continue executing on fiber expansion plan MATTOON, Ill. – Nov. 23, 2022 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company”) announced the next step in positioning the Company to continue to execute

Waiver, dated as of November 22, 2022, made by Searchlight III CVL, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Consolidated Communications Holdings, Inc. with the Commission on November 22, 2022).

Exhibit 10.2 Strictly Confidential WAIVER This limited waiver (this “Waiver”), dated as of November 22, 2022 is made by Searchlight III CVL, L.P., a Delaware limited partnership (“Searchlight”), as the holder of all of the issued and outstanding shares of Series A Perpetual Preferred Stock (the “Preferred Stock”) of Consolidated Communications Holdings, Inc. (the “Company”), subject to the terms a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 [ ] TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 10-Q ? [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended September 30, 2022 ? or ? [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Commission File Number 000-51446 CONSOLIDATED CO

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): November 1, 2022 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State of Incorp

Safe Harbor Statement Certain statements in this communication are forward - looking statements and are made pursuant to the safe harbor provisions of t he Private Securities Litigation Reform Act of 1995. These forward - looking statements reflect,

Exhibit 99.2 Presentation title Month, XX, 2021 Q3 2022 Nov. 1, 2022 EARNINGS Exhibit 99.2 Safe Harbor Statement Certain statements in this communication are forward - looking statements and are made pursuant to the safe harbor provisions of t he Private Securities Litigation Reform Act of 1995. These forward - looking statements reflect, among other things, our current expectations, plans, strate

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Exhibit 99.1 ? ? ? Consolidated Communications Reports Record Fiber Adds and Third Quarter 2022 Results ? ? Added 12,100 fiber subscribers and achieved 3x fiber subscriber growth year over year leading to positive net broadband adds for the second consecutive quarter. ? ? Upgraded 116,000 locations; total Gig+ fiber locations nearing 1 million. ? ? Closed on sale of wireless investments to Verizon

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): September 13, 2022 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51446 02-0636095 (State or Other Jurisdiction of Inco

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On September 13, 2022, Clio Subsidiary, LLC (?Clio Subsidiary?), an indirect, wholly-owned subsidiary of Consolidated Communications Holdings, Inc. (the ?Company?), completed the sale of its five limited wireless partnership interests (the ?Partnership Interests?) for aggregate cash proceeds of $490 million pursuant to a

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 13, 2022 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51446 02-0636095 (State or Other Jurisdiction of Inco

# # #

Exhibit 99.1 Consolidated Communications Completes Sale of Wireless Investments Aggregate gross proceeds of $490 million to support the Company?s fiber network expansion MATTOON, Ill. ? Sept. 13, 2022 ? Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) announced today that its subsidiary, Clio Subsidiary, LLC, has completed the sale of its limited partnership interests in five wireless par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 [ ] TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 10-Q ? [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended June 30, 2022 ? or ? [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Commission File Number 000-51446 CONSOLIDATED COMMUNI

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): August 2, 2022 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State of Incorpor

Safe Harbor Statement Certain statements in this communication are forward - looking statements and are made pursuant to the safe harbor provisions of t he Private Securities Litigation Reform Act of 1995. These forward - looking statements reflect,

Exhibit 99.2 Presentation title Month, XX, 2021 Q2 2022 Aug. 2, 2022 EARNINGS Exhibit 99.2 Safe Harbor Statement Certain statements in this communication are forward - looking statements and are made pursuant to the safe harbor provisions of t he Private Securities Litigation Reform Act of 1995. These forward - looking statements reflect, among other things, our current expectations, plans, strate

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Exhibit 99.1 ? ? ? Consolidated Communications Reports Transformational Second Quarter 2022 Results ? ? Achieved net-positive, total consumer broadband connections for first time in seven years. Added a record 9,600 fiber subscribers and achieved 3x fiber subscriber growth year over year. ? ? Built fiber to record 142,300 new locations, tripled the Company?s fiber passings in six quarters. Consoli

Partnership Interest Purchase Agreement, dated as of August 1, 2022, by and among Cellco Partnership, Clio Subsidiary, LLC and, solely for the purposes of certain provisions specified therein, Consolidated Communications Enterprise Services, Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated August 1, 2022)

Exhibit 2.1 EXECUTION VERSION PARTNERSHIP INTEREST PURCHASE AGREEMENT between CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS and CLIO SUBSIDIARY, LLC Dated as of August 1, 2022 PARTNERSHIP INTEREST PURCHASE AGREEMENT This PARTNERSHIP INTEREST PURCHASE AGREEMENT, dated as of August 1, 2022 (this ?Agreement?), is entered into by and between CELLCO PARTNERSHIP, a Delaware general partnership doing busines

# # #

Exhibit 99.1 Consolidated Communications Announces Sale of Wireless Investments to Verizon Proceeds will support the Company?s fiber network expansion and investment Company to release second-quarter earnings on Aug. 2 and host conference call at 8:30 a.m. ET the same day MATTOON, Ill. ? Aug. 1, 2022 ? Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) announced today that Clio Subsidiary,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 1, 2022 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51446 02-0636095 (State or Other Jurisdiction of Incorpor

Regulation FD Disclosure

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): July 1, 2022 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51446 02-0636095 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 [ ] TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 10-Q ? [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended March 31, 2022 ? or ? [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Commission File Number 000-51446 CONSOLIDATED COMMUN

Robert J. Currey Chairman Andrew S. Frey Director David G. Fuller Director Thomas A. Gerke Director Board of Directors Roger H. Moore Director Maribeth S. Rahe Director Marissa M. Solis Director C. Robert Udell, Jr. President, CEO and Director Busine

Exhibit 99.1 Presentation title Month, XX, 2021 Shareholder May 2, 2022 Meeting Exhibit 99.1 Robert J. Currey Chairman Andrew S. Frey Director David G. Fuller Director Thomas A. Gerke Director Board of Directors Roger H. Moore Director Maribeth S. Rahe Director Marissa M. Solis Director C. Robert Udell, Jr. President, CEO and Director Business Meeting Proposals 1. To elect the eight directors name

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Exhibit 99.1 ? ? ? Consolidated Communications Reports First Quarter 2022 Results Including a Record Increase in Fiber Subscribers Added record 8,000 total fiber subscribers and achieved 2x growth from a year ago; Achieved net positive broadband connections in Northern New England ? Built fiber to 83,700 additional locations, bringing total fiber passings to 690,000 or 25% of Company?s service are

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

? ? 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 2, 2022 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Other Jur

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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 5, 2022 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State of Incorporati

275 606 1,006 1,406 1,706 1,956 331 400 400 300 250 10% 22% 37% 51% 62% 71% -35% -15% 5% 25% 45% 65% -250 250 750 1,250 1,750 2,250 2,750 2020 2021 2022E 2023E 2024E 2025E Fiber Gig+ Passings Annual Fiber Gig+ upgrades % Gig+ Capable Passings Consoli

Exhibit 99.2 Presentation title Month, XX, 2021 Q1 2022 May 5, 2022 EARNINGS Safe Harbor Statement Certain statements in this press release are forward - looking statements and are made pursuant to the safe harbor provisions of t he Securities Litigation Reform Act of 1995. These forward - looking statements reflect, among other things, our current expectations, plans, strategies, and anticipated

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐TRANSITION REPORT PURSUANT TO SECTION

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits

? ? 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): March 2, 2022 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Other J

List of subsidiaries of the Registrant

Exhibit 21 ? SUBSIDIARIES OF THE COMPANY ? The following is a list of subsidiaries of the Company, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary.

CNSL / Consolidated Communications Holdings Inc / Searchlight III CVL, L.P. - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Consolidated Communications Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 209034107 (CUSIP Number) Searchlight III CVL, L.P. c/o Searchlight Capital Partners, L.P. 745 5th Avenue ? 27th Floor New York, NY 10

Page 2 of 2

? Exhibit 99.1 ? Consolidated Communications Announces Definitive Agreement to Sell its Kansas City Assets Divestiture is consistent with Company?s market portfolio review and enhanced focus on fiber expansion plans in its core regions Mattoon, Ill. ? Mar. 3, 2022 ? Consolidated Communications Enterprise Services, Inc. (?Company?) has entered into an agreement to sell its Kansas City assets to fun

Page 1 of 13

EX-99.1 2 cnsl-20220303xex99d1.htm EX-99.1 Exhibit 99.1 Consolidated Communications Reports Fourth Quarter and Full-Year 2021 Results Exceeded fiber build target for 2021 and completed more than 330,000 upgrades to Gigabit+ speeds. Launched new consumer Fidium brand with superior customer experience, reinforcing the Company’s broadband-first strategy. Closed on final stage of the Searchlight Capit

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): March 3, 2022 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State of Incorpora

Safe Harbor The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward - looking information so that investors ca n better understand a company’s future prospects and make informed investment decisions. Certain statements

Exhibit 99.2 Presentation title Month, XX, 2021 Q4 2021 March 3, 2022 EARNINGS Exhibit 99.2 Safe Harbor The Securities and Exchange Commission (?SEC?) encourages companies to disclose forward - looking information so that investors ca n better understand a company?s future prospects and make informed investment decisions. Certain statements in this communication are forward - looking statements an

CNSL / Consolidated Communications Holdings Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Consolidated Communications Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 209034107 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which th

CNSL / Consolidated Communications Holdings Inc / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Consolidated Communications Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 209034107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

? ? 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): January 24, 2022 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Othe

Consolidated Communications Adds Marissa Solis to Board of Directors

Exhibit 99.1 Consolidated Communications Adds Marissa Solis to Board of Directors Mattoon, Ill. – Jan. 24, 2022 – Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) today announced the addition of Marissa Solis, an experienced consumer brand and marketing strategist, to its Board of Directors, effective Jan. 24, 2022. Solis has 25 years of experience building magnetic brands in the U.S. and

CNSL / Consolidated Communications Holdings Inc / Searchlight III CVL, L.P. - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Consolidated Communications Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 209034107 (CUSIP Number) Searchlight III CVL, L.P. c/o Searchlight Capital Partners, L.P. 745 5th Avenue ? 27th Floor New York, NY 10

Certificate of Designations of Series A Perpetual Preferred Stock, par value $0.01 per share, of Consolidated Communications Holdings, Inc., dated December 7, 2021, filed with the Secretary of State of Delaware on December 7, 2021.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES A PERPETUAL PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. Pursuant to Sections 151 and 103 of the General Corporation Law of the State of Delaware The undersigned, C. Robert Udell, does hereby certify that: 1. The undersigned is the President and Chief Executive Officer of Consolidated Communications Hold

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

? ? 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): December 7, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Othe

CNSL / Consolidated Communications Holdings Inc / Searchlight III CVL, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

Amendment No. 2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Consolidated Communications Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 209034107 (CUSIP Number) Searchlight III CVL, L.P. c/o Searchlight Capital Partners, L.P. 745 5th Ave

Consolidated Communications Closes on Second Stage of Searchlight Capital Partners’ Investment in Company of $75 Million Searchlight’s total strategic investment of $425 million is being deployed to accelerate broadband growth through fiber infrastru

? Exhibit 99.1 ? ? Consolidated Communications Closes on Second Stage of Searchlight Capital Partners? Investment in Company of $75 Million ? Searchlight?s total strategic investment of $425 million is being deployed to accelerate broadband growth through fiber infrastructure and market expansion ? Customers and communities to benefit from 1.6 million upgraded 1 Gig+ fiber passings ? Mattoon, Ill.

[Signature pages follow]

Exhibit 9 Searchlight III CVL, L.P. c/o Searchlight Capital Partners, L.P. 745 Fifth Avenue, 27th Floor New York, New York 10151 December 7, 2021 Re: Letter Agreement regarding Amended and Restated Escrow Agreement Ladies and Gentlemen: This Letter Agreement (?Letter Agreement?) memorializes the agreement and understanding between Consolidated Communications Holdings, Inc. (the ?Company?) and Sear

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 [ ] TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 10-Q ? [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended September 30, 2021 ? or ? [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Commission File Number 000-51446 CONSOLIDATED CO

Q3 2021 Earnings Oct. 28, 2021 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 d

Exhibit 99.2 Q3 2021 Earnings Oct. 28, 2021 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 communication are forward-looking statements and are made pursuant to the safe harbor provisions of

Page 1 of 13

Exhibit 99.1 ? ? Consolidated Communications Reports Third Quarter 2021 Results Delivering on fiber upgrade strategy with speed and agility to meet consumer needs for reliable, high-speed broadband services. ? ? Completed 97,000 fiber upgrades in third quarter; on track to upgrade over 300,000 fiber locations in 2021 and extend fiber services to 70% of Company?s footprint by 2025. ? Increased fibe

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): October 28, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State of Incorp

Financial Statements and Exhibits

? ? 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): August 10, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Other

Cowen 7th Annual Communications Infrastructure Summit Aug. 10, 2021 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 pro

EX-99.1 2 cnsl-20210810xex99d1.htm EX-99.1 Exhibit 99.1 Cowen 7th Annual Communications Infrastructure Summit Aug. 10, 2021 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 communication are fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 [ ] TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 10-Q ? [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended June 30, 2021 ? or ? [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Commission File Number 000-51446 CONSOLIDATED COMMUNI

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): July 29, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State of Incorpora

Q2 2021 Earnings July 29, 2021 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 d

Exhibit 99.2 Q2 2021 Earnings July 29, 2021 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 communication are forward-looking statements and are made pursuant to the safe harbor provisions of

Page 1 of 15

? Exhibit 99.1 ? ? Consolidated Communications Reports Second Quarter 2021 Results FttP build plan on track, with 76,000 fiber upgrades completed in the second quarter as fiber deployment and construction continue to scale. On pace to upgrade 300,000 total passings in 2021 and extend fiber services to 70% of the Company?s footprint by 2025. All State Regulatory Approvals Secured for Searchlight Ca

CNSL / Consolidated Communications Holdings Inc / Searchlight III CVL, L.P. - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Consolidated Communications Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 209034107 (CUSIP Number) Searchlight III CVL, L.P. c/o Searchlight Capital Partners, L.P. 745 5th Avenue ? 27th Floor New York, NY 10

# # #

Exhibit 99.1 ? ? Consolidated Communications Receives All State PUC Regulatory Approvals for Searchlight Capital Partners Investment ? Fully funded fiber expansion plan to bring superior, broadband services to 1.6 million customers, more than 70% of Company?s service area, by 2025 MATTOON, Ill. ? Jul. 16, 2021 ? Consolidated Communications (NASDAQ: CNSL) (the ?Company?) announced today that it has

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

? ? 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): July 15, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Other J

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits

? ? 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): June 2, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Other Ju

Cowen 49th Annual TMT Conference June 2, 2021 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 inform

EX-99.1 2 cnsl-20210602xex99d1.htm EX-99.1 Exhibit 99.1 Cowen 49th Annual TMT Conference June 2, 2021 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 communication are forward-looking statemen

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

? ? 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 26, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Other

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Consolidated Communications Holdings, Inc., as amended as of April 26, 2021 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K dated April 26, 2021)

Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Consolidated Communications Holdings, Inc. Consolidated Communications Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify: 1.Article VI of the Amended and Restated Certif

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? FORM 10-Q ? [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended March 31, 2021 ? or ? [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Commission File Number 000-51446 CONSOLIDATED COMMUN

Amended and Restated Bylaws of Consolidated Communications Holdings Inc., as amended as of April 26, 2021 (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K dated April 26, 2021)

Exhibit 3.3 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. Incorporated under the laws of the State of Delaware ? AMENDED AND RESTATED BYLAWS ? As adopted on June 29, 2014 and amended as of April 26, 2021 ? ? ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS ARTICLE IOFFICES?1 SECTION 1.01Registered Office?1 SECTION 1.02Other Offices?1 ARTICLE IIMEETINGS OF STO

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Consolidated Communications Holdings, Inc., as amended as of April 26, 2021 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated April 26, 2021)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Consolidated Communications Holdings, Inc. Consolidated Communications Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify: 1.Article IV, Section A of the Amended and Restated Certificate o

Q1 2021 Earnings April 29, 2021 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

Exhibit 99.2 Q1 2021 Earnings April 29, 2021 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 communication are forward-looking statements and are made pursuant to the safe harbor provisions of

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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 29, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State of Incorpor

Page 1 of 15

Exhibit 99.1 ? ? Consolidated Communications Reports First Quarter 2021 Results ? ? Achieved fast start on multi-year, Gig+ FTTP expansion plan; completed 45,800 upgrades in first quarter and on track to upgrade 300,000 in 2021 and upgrade 70% of Company?s service area by 2025 ? Completed opportunistic repricing of term loan further strengthening the capital structure by improving incremental cash

Supplement No. 2 to Security Agreement, dated as of April 12, 2021, among the Consolidated Communications, Inc., Consolidated Communications of Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as Notes Collateral Agent

? Exhibit 4.5 ? SUPPLEMENT NO. 2 dated as of April 12, 2021 (this ?Supplement?), to the Security Agreement dated as of October 2, 2020 (as supplemented by Supplement No. 1 to the Security Agreement, dated as of February 1, 2021 and as further supplemented from time to time, the ?Security Agreement?), among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the ?Issuer?), CONSOLIDATED COMM

Second Supplement to 2020 Indenture, dated as of April 12, 2021, among Consolidated Communications, Inc., Consolidated Communications of Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as Trustee and Notes Collateral Agent

? ? Exhibit 4.4 ? SECOND SUPPLEMENTAL INDENTURE ? Second Supplemental Indenture (this ?Supplemental Indenture?), dated as of April 12, 2021, among Consolidated Communications of Pennsylvania Company, LLC, a Delaware limited liability company (the Guaranteeing Subsidiary?), which is a subsidiary of Consolidated Communications, Inc., an Illinois corporation (or its permitted successor) (the ?Company

Supplement No. 2 to Security Agreement, dated as of April 12, 2021, among Consolidated Communications, Inc., Consolidated Communications of Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as Notes Collateral Agent

? Exhibit 4.8 ? SUPPLEMENT NO. 1 dated as of April 12, 2021 (this ?Supplement?), to the Security Agreement dated as of March 18, 2021 (as supplemented from time to time, the ?Security Agreement?), among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the ?Issuer?), CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (?Holdings?), certain subsidiaries of the Issuer listed

Supplement No. 2 to Security Agreement, dated as of April 12, 2021, between Consolidated Communications of Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as Collateral Agent

? Exhibit 4.2 ? SUPPLEMENT NO. 2 dated as of April 12, 2021 (this ?Supplement?) to the SECURITY AGREEMENT dated as of October 2, 2020 (as supplemented by Supplement No. 1 to the Security Agreement, dated as of February 1, 2021, and as further supplemented from time to time, the ?Security Agreement?), among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the ?Borrower?), CONSOLIDATED CO

Supplement No. 2 to Pledge Agreement, dated as of April 12, 2021, between Consolidated Communications of Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as Notes Collateral Agent

? Exhibit 4.6 SUPPLEMENT NO. 2 dated as of April 12, 2021 (this ?Supplement?) to the PLEDGE AGREEMENT dated as of October 2, 2020 (as supplemented by Supplement No. 1 to the Pledge Agreement, dated as of February 1, 2021 and as further supplemented from time to time, the ?Pledge Agreement?), among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the ?Issuer?), CONSOLIDATED COMMUNICATION

Supplement No. 2 to Pledge Agreement, dated as of April 12, 2021, between Consolidated Communications of Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as Collateral Agent

? ?? Exhibit 4.3 SUPPLEMENT NO. 2 dated as of April 12, 2021 (this ?Supplement?) to the PLEDGE AGREEMENT dated as of October 2, 2020 (as supplemented by Supplement No. 1 to the Pledge Agreement, dated as of February 1, 2021, and as further supplemented from time to time, the ?Pledge Agreement?), among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the ?Borrower?), CONSOLIDATED COMMUNI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

? ? 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 12, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Other

First Supplement to 2021 Indenture, dated as of April 12, 2021, among Consolidated Communications, Inc., Consolidated Communications of Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as Trustee and Notes Collateral Agent

? Exhibit 4.7 ? FIRST SUPPLEMENTAL INDENTURE ? First Supplemental Indenture (this ?Supplemental Indenture?), dated as of April 12, 2021, among Consolidated Communications of Pennsylvania Company, LLC, a Delaware limited liability company (the Guaranteeing Subsidiary?), which is a subsidiary of Consolidated Communications, Inc., an Illinois corporation (or its permitted successor) (the ?Company?),

Joinder Agreement to Guaranty Agreement, dated as of April 12, 2021, by and among Consolidated Communications, Inc., Consolidated Communications of Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as Administrative Agent

Exhibit 4.1 JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of April 12, 2021 (this ?Joinder?), to the Guaranty Agreement referred to below is entered into by and among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the ?Borrower?), the entity party hereto as a New Subsidiary (the ?New Subsidiary?), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Admi

Supplement No. 2 to Pledge Agreement, dated as of April 12, 2021, between Consolidated Communications of Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as Notes Collateral Agent

Exhibit 4.9 SUPPLEMENT NO. 1 dated as of April 12, 2021 (this ?Supplement?) to the PLEDGE AGREEMENT dated as of March 18, 2021 (as supplemented from time to time, the ?Pledge Agreement?), among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the ?Issuer?), CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (?Holdings?), certain subsidiaries of the Issuer listed on Sched

Amendment No. 2, dated as of April 5, 2021, to the Credit Agreement among Consolidated Communications Holdings, Inc., Consolidated Communications, Inc., JPMorgan Chase Bank, N.A., as incremental term loan lender, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated April 5, 2021)

Exhibit 10.1 ? Execution Version AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of April 5, 2021 (this ?Amendment?), to the Credit Agreement dated as of October 2, 2020 (as amended by that certain Amendment No. 1, dated as of January 15, 2021 and as further amended, amended and restated, supplemented or otherwise modified from time to time, the ?Credit Agreement?) among Consolidated Communications Hold

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

? ? 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 5, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Other J

# # #

Exhibit 99.1 Consolidated Communications Announces Repricing of Term Loan Company completes opportunistic repricing; Expects to achieve interest expense savings of approximately $18 million per year MATTOON, Ill., Apr. 5, 2021 - Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) (“Consolidated” or the “Company”) announced today that its wholly-owned subsidiary, Consolidated Communications,

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

# # #

Exhibit 99.1 Consolidated Communications Announces Closing of Senior Secured Notes MATTOON, Ill., Mar. 18, 2021 - Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) (“Consolidated”) announced today that its wholly-owned subsidiary, Consolidated Communications, Inc. (“CCI”), closed its previously announced offering (the “Offering”) of $400 million aggregate principal amount of 5.000% senior

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

? ? 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): March 18, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Other

Indenture, dated as of March 18, 2021, by and among Consolidated Communications, Inc., Consolidated Communications Holdings, Inc., the other Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Notes Collateral Agent (the “2021 Indenture”) (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 18, 2021)

Exhibit 4.1 Execution Version ? ? Consolidated Communications, Inc. 5.000% SENIOR SECURED NOTES DUE 2028 ? INDENTURE Dated as of March 18, 2021 ? Wells Fargo Bank, National Association Trustee and Notes Collateral Agent ? ? ? ? TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions.?1 SECTION 1.02 Other Definitions.?34 SECTION 1.03 [Reserved].?35 SECTI

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??????) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by

Purchase Agreement, dated as of March 4, 2021, by and among Consolidated Communications Holdings, Inc., certain of its subsidiaries and Morgan Stanley & Co. LLC, as representative of the several initial purchasers listed therein.

Exhibit 10.1 Execution Version ? $400,000,000 ? CONSOLIDATED COMMUNICATIONS, INC. ? 5.000% Senior Secured Notes due 2028 ? Purchase Agreement March 4, 2021 ? Morgan Stanley & Co. LLC As Representative of the several Initial Purchasers listed in Schedule 1 hereto ? c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 ? Ladies and Gentlemen: ? Consolidated Communications, Inc. (the ?C

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

? ? 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): March 4, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Other J

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

# # #

Exhibit 99.2 Consolidated Communications Announces Pricing of Senior Secured Notes MATTOON, Ill., Mar. 4, 2021 ? Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) (?Consolidated?) announced today that its wholly-owned subsidiary, Consolidated Communications, Inc. (?CCI?), priced an offering (the ?Offering?) of $400 million aggregate principal amount of 5.000% senior secured notes due 2028

Financial Statements and Exhibits, Other Events

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): March 3, 2021 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File

Consolidated Communications Announces Intention to Offer Senior Secured Notes

Exhibit 99.1 Consolidated Communications Announces Intention to Offer Senior Secured Notes MATTOON, Ill., Mar. 3, 2021 ? Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (?Consolidated?) announced today that its wholly-owned subsidiary, Consolidated Communications, Inc. (?CCI?), intends, subject to market and other customary conditions, to offer (the ?Offering?) $400 million aggregate pri

Regulation FD Disclosure, Financial Statements and Exhibits

? ? 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): March 1, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State or Other J

Morgan Stanley TMT Conference March 1, 2021 2 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 inform

EX-99.1 2 cnsl-20210301xex99d1.htm EX-99.1 Exhibit 99.1 Morgan Stanley TMT Conference March 1, 2021 2 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 communication are forward-looking statemen

List of subsidiaries of the Registrant

Exhibit 21 ? SUBSIDIARIES OF THE COMPANY ? The following is a list of subsidiaries of the Company, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary.

Annual Report - 10-K

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): February 25, 2021 ? CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Delaware 000-51446 02-0636095 (State of Incor

Q4 2020 Earnings February 25, 2021 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 investme

EX-99.2 3 cnsl-20210225xex99d2.htm EX-99.2 Exhibit 99.2 Q4 2020 Earnings February 25, 2021 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 communication are forward-looking statements and are

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Exhibit 99.1 ? ? Consolidated Communications Reports Fourth Quarter and Full Year 2020 Results ? ? Strong operational performance delivered consistent Revenue and Adjusted EBITDA positioning the company to upgrade more than 300,000 locations to Gigabit speeds in 2021 ? Company to upgrade 1.6 million locations as part of its accelerated plan to extend fiber coverage to over 70% of its footprint by

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Consolidated Communications Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 209034107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Consolidated Communications Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 209034107 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which th

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 1, 2021 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or Other Jurisdiction of Incorp

Supplement No. 1 to Pledge Agreement, dated as of February 1, 2021, among Consolidated Communications, Inc., the subsidiaries of Consolidated Communications Holdings, Inc. party thereto and Wells Fargo Bank, National Association, as Collateral Agent (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated February 1, 2021)

Exhibit 4.3 SUPPLEMENT NO. 1 dated as of February 1, 2021 (this “Supplement”) to the PLEDGE AGREEMENT dated as of October 2, 2020, among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Borrower listed on Schedule 1 thereto (each such Subsidiary individually and

Supplement No. 1 to Security Agreement, dated as of February 1, 2021, among the subsidiaries of Consolidated Communications Holdings, Inc. party thereto and Wells Fargo Bank, National Association, as Collateral Agent (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated February 1, 2021)

Exhibit 4.2 SUPPLEMENT NO. 1 dated as of February 1, 2021 (this “Supplement”) to the SECURITY AGREEMENT dated as of October 2, 2020, among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), certain subsidiaries of the Borrower listed on Annex A thereto (each such Subsidiary and any other Subs

Joinder Agreement to Guaranty Agreement, dated as of February 1, 2021, by and among Consolidated Communications, Inc., the subsidiaries of Consolidated Communications Holdings, Inc. party thereto and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated February 1, 2021)

Exhibit 4.1 JOINDER AGREEMENT This JOINDER AGREEMENT, dated as of February 1, 2021 (this “Joinder”), to the Guaranty Agreement referred to below is entered into by and among CONSOLIDATED COMMUNICATIONS, INC., an Illinois corporation (the “Borrower”), each entity party hereto as a New Subsidiary (each a “New Subsidiary” and collectively, the “New Subsidiaries”), and WELLS FARGO BANK, NATIONAL ASSOC

First Supplemental Indenture, dated as of February 1, 2021, among Consolidated Communications, Inc., the subsidiaries of Consolidated Communications Holdings, Inc. party thereto and Wells Fargo Bank, National Association, as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated February 1, 2021)

Exhibit 4.4 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 1, 2021, among Consolidated Communications of Florida Company, a Florida corporation, and Consolidated Communications of Colorado Company, a Delaware corporation (collectively, the Guaranteeing Subsidiaries”), each of which is a subsidiary of Consolidated Communications, Inc.

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Exhibit 99.1 Consolidated Communications Secures Incremental Term Loan Financing of $150 million Company positioned for growth with fully funded fiber expansion plans, targeting 1.6M fiber upgrades over the next five years inclusive of 300,000 locations in 2021 MATTOON, Ill. – Jan. 15, 2021 – Consolidated Communications (NASDAQ: CNSL) today announced it has secured and closed on an incremental $15

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 15, 2021 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State or Other Jurisdiction of Incorp

Amendment No. 1, dated as of January 15, 2021, to the Credit Agreement among Consolidated Communications Holdings, Inc., Consolidated Communications, Inc., JPMorgan Chase Bank, N.A., as incremental term loan lender, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated January 15, 2021)

Exhibit 10.1 AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of January 15, 2021 (this “Amendment”), to the Credit Agreement dated as of October 2, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Consolidated Communications Holdings, Inc., a Delaware corporation (“Holdings”), Consolidated Communications, Inc., an Illinois corpor