Clause 1.01 Entering into a Material Definitive Agreement.
Amendment to Credit Agreement
• the firms
date was extended from
October 2, 2025to October 2, 2027(potentially subject to springing maturity on April 2, 2027to 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
June 30, 2025to 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,
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
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.
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)
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