Form 8-K
0001304421 False 0001304421 2020-04-08 2020-04-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 8, 2020

_______________________________

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware000-5144602-0636095
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

121 South 17th Street

Mattoon, Illinois 61938-3987

(Address of Principal Executive Offices) (Zip Code)

(217) 235-3311

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock – 0001304421 2020-04-08 2020-04-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 8, 2020

_______________________________

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware000-5144602-0636095
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

121 South 17th Street

Mattoon, Illinois 61938-3987

(Address of Principal Executive Offices) (Zip Code)

(217) 235-3311

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock – $0.01 par valueCNSLThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 7.01. Regulation FD Disclosure.

Transition of the Location of the 2020 Annual Meeting of Stockholders from In-Person to Virtual-Only

On April 8, 2020, Consolidated Communications Holdings, Inc. (the "Company") issued a press release announcing that its 2020 annual meeting of stockholders (the "Annual Meeting") will be held in a virtual format only, via live webcast due to public health concerns regarding the COVID-19 outbreak and to support the health and well-being of meeting participants. The Annual Meeting will still be held at 9:00 a.m. central time on Monday, April 27, 2020, but in virtual meeting format only. The Annual Meeting will be held at www.virtualshareholdermeeting.com/CNSL2020. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Company Dedicated Website to COVID-19 Response

The Company maintains a dedicated website at www.consolidated.com/COVID-19 on which the Company is providing updates regarding its response to the COVID-19 pandemic as well as other related information and developments.

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

Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits 

No. Description
   
99.1 Press Release dated April 8, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
(d) Exhibits
(d) Exhibits
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
   
  
Date: April 8, 2020By: /s/ Steven L. Childers        
  Steven L. Childers
  Chief Financial Officer
  CNSLThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 7.01. Regulation FD Disclosure.

Transition of the Location of the 2020 Annual Meeting of Stockholders from In-Person to Virtual-Only

On April 8, 2020, Consolidated Communications Holdings, Inc. (the "Company") issued a press release announcing that its 2020 annual meeting of stockholders (the "Annual Meeting") will be held in a virtual format only, via live webcast due to public health concerns regarding the COVID-19 outbreak and to support the health and well-being of meeting participants. The Annual Meeting will still be held at 9:00 a.m. central time on Monday, April 27, 2020, but in virtual meeting format only. The Annual Meeting will be held at www.virtualshareholdermeeting.com/CNSL2020. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Company Dedicated Website to COVID-19 Response

The Company maintains a dedicated website at www.consolidated.com/COVID-19 on which the Company is providing updates regarding its response to the COVID-19 pandemic as well as other related information and developments.

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

Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits 

No. Description
   
99.1 Press Release dated April 8, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
(d) Exhibits
(d) Exhibits
 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
   
  
Date: April 8, 2020By: /s/ Steven L. Childers        
  Steven L. Childers
  Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Consolidated Communications to Hold Virtual Shareholder Meeting

MATTOON, Ill., April 08, 2020 (GLOBE NEWSWIRE) -- Consolidated Communications (NASDAQ: CNSL) will host its 2020 annual meeting of stockholders virtually in light of public health concerns regarding the COVID-19 outbreak and to support the health and well-being of meeting participants.

The meeting will be held in a virtual only format on April 27, 2020 at 9 a.m. CT. Stockholders will not be able to attend the meeting in person.

Stockholders at the close of business on the record date, February 27, 2020, are entitled to attend the annual meeting.  To be admitted to the annual meeting, go to www.virtualshareholdermeeting.com/CNSL2020, and enter the control number found on your proxy card, voting instruction form or notice you previously received. Closed captioning will be provided for the duration of the virtual meeting.

The proxy card included with the proxy materials previously distributed will not be updated to reflect the change in location and may continue to be used to vote your shares in connection with the annual meeting.

Whether or not you plan to attend the annual meeting, we urge you to vote and submit your proxy in advance of the annual meeting by one of the methods described in the proxy materials for the annual meeting.

About Consolidated Communications
Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) is a leading broadband and business communications provider serving consumers, businesses, and wireless and wireline carriers across rural and metro communities and a 23-state service area. Leveraging an advanced fiber network spanning 37,500 fiber route miles, Consolidated Communications is a top-10 fiber provider in the U.S. offering a wide range of communications solutions, including: high-speed Internet, data, phone, security, managed services, cloud services and wholesale, carrier solutions. From our first connection 125 years ago, Consolidated is dedicated to turning technology into solutions, connecting people and enriching how they work and live. Visit www.consolidated.com for more information.

Contact
Jennifer Spaude, Consolidated Communications
507-386-3765, Jennifer.spaude@consolidated.com

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Apr. 08, 2020
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Entity Registrant Name CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
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Entity Tax Identification Number 02-0636095
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Entity Address, Address Line One 121 South 17th Street
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City Area Code 217
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Title of 12(b) Security Common Stock – $0.01 par value
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