CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.: Entering into a Material Definitive Agreement, Creation of a Direct Financial Commitment or Commitment under a Registrant’s Off-Balance Sheet Arrangement, Material Change in Rights of Securityholders, Disclosure under Regulation FD, Financial Statements and Schedules (Form 8-K) | Wbactive

Clause 1.01 Entering into a Material Definitive Agreement.



Amendment to Credit Agreement


On November 22, 2022, Consolidated Communications Holdings, Inc. (the “Company”), its wholly owned subsidiary, Consolidated Communications, Inc.as the borrower, the lenders involved, Wells Fargo Bank, National Associationas Administrator, and the other parties entered into Amendment No. 3 (the “Loan Agreement Amendment”) to the Company’s existing Loan Agreement dated dated October 2, 2020 (modified by this particular Amendment No. 1, dated January 15, 2021 and that particular Amendment No. 2, dated April 5, 2021the “Existing Loan Agreement” and, as amended by the Loan Agreement Amendment, the “Amended Loan Agreement”), which, among other things:

• the firms $250 million Term of the Revolving Credit Facility (the “Revolver”)

   date was extended from October 2, 2025 to October 2, 2027 (potentially subject
   to springing maturity on April 2, 2027 to the extent the Company's term loans
   are, as of April 1, 2027, scheduled to mature earlier than March 31, 2028),



• was the consolidated agreement to maintain Revolver’s leverage for the first lien

   relaxed through June 30, 2025 to 6.35 to 1.00 from 5.85 to 1.00, and



• Added certain other covenants as agreed with the revolving lenders, as

specified in the amended loan agreement.

On or before the amendment to the credit agreement comes into effect, Clio Subsidiary, LLCa wholly owned “unrestricted” subsidiary of the Company, to one or more of the Company’s subsidiaries that are debtors under the Amended Facility Agreement, the cash proceeds held by such subsidiary
November 7, 2022 of the September 13, 2022sale through Clio Subsidiary, LLC of its limited partnership interests Pittsburgh SMSA Limited PartnershipGTE Mobilnet by Texas RSA #17 Limited Partnership, GTE Mobilnet by South Texas Limited PartnershipPennsylvania RSA No. 6(I) Limited Partnership and Pennsylvania RSA No. 6(II) Limited Partnership.

The foregoing description of the Loan Agreement Amendment is not intended to be exhaustive and is subject in its entirety to reference to the full text of the Loan Agreement Amendment attached to this current report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Waiver of Preferred Stock Dividend

In connection with and at the same time as the amendment to the loan agreement takes effect Searchlight III CVL, LPa subsidiary of Searchlight Capital Partners, LP and the sole holder of shares of the Company’s Series A perpetual preferred stock (the “Series A Preferred Stock”), submitting a waiver (the “Waiver”) to the Company until October 2, 2027the restriction under the Certificate of Designation of Series A Perpetual Preferred Stock
December 7, 2021 (the “Certificate of Designation”), which prevents the Company from subsequently not declaring and paying cash dividends with respect to the Series A Preferred Stock October 2, 2025provided that any dividends not declared during the period of such waiver or otherwise and paid in full in cash shall accrue as specified in the Deed of Deed.

The foregoing description of the waiver is not intended to be exhaustive and is subject to and limited in its entirety by the full language of the waiver attached to this current report on Form 8-K as Exhibit 10.2 and which is incorporated herein by reference.

Point 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information set forth in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 2.03.

Point 3.03. Material change in the rights of security holders.

The information set forth in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 3.03.

Clause 7.01 Disclosure of Regulation FD.

On November 23, 2022the company issued a press release announcing the renewal of the revolver. The news release is attached to this current report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Schedule 99.1, is being provided and is not deemed to be “deposited” within the meaning of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the obligations of this Section, nor is it applicable it is deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act unless otherwise indicated in such filing.

Item 9.01. Financial statements and appendices.




 (d) Exhibits.




Exhibit No.   Description of Exhibit

  10.1          Amendment No. 3, dated as of November 22, 2022, among Consolidated
              Communications Holdings, Inc., Consolidated Communications, Inc., each
              lender from time to time party thereto, Wells Fargo Bank, National
              Association, as administrative agent, and the other parties thereto.

  10.2          Waiver, dated as of November 22, 2022, made by Searchlight III CVL,
              L.P.

  99.1          Press Release dated November 23, 2022.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

© Edgar Online, source insights

.

Leave a Comment