Searchlight Capital Partners, L.P., on behalf of its affiliated investment funds and British Columbia Investment Management Corporation submitted a non-binding proposal to acquire the remaining 65.7% stake in Consolidated Communications Holdings, Inc. from Wildcat Capital Management, LLC, BlackRock, Inc., The Vanguard Group, Inc., Searchlight III CVL, L.P., managed by Searchlight Capital Partners, L.P. and others for approximately $310 million.
The Proposal is subject to the negotiation and execution of mutually acceptable definitive agreements as well as the completion of limited due diligence and approval by the Board of Directors of CNSL. The proposed transaction will result in Consolidated Communications becoming a private company and is expected to close by the first quarter of 2025, subject to customary closing conditions, including receipt of regulatory approvals and approval of the holders of a majority of the voting power represented by the outstanding shares that are entitled to vote thereon and held by shareholders other than Searchlight and BCI, their investment fund affiliates and the directors and officers of the Company, certain ?no-shop? restrictions that restrain the Company?s ability to solicit alternative acquisition proposals from third parties or to provide information to third parties or engage in discussions with third parties, in each case, in connection with alternative acquisition proposals, subject to certain exceptions, including the HSR Act. The transaction is not subject to a financing condition. The proposed transaction has been unanimously approved by a special committee of independent and disinterested directors of the Board (the ?Special Committee?), advised by independent legal and financial advisors, formed to evaluate and consider the proposal and other potential strategic alternatives. The Board of Directors of the Company, following recusals of directors affiliated with Searchlight and BCI, has approved the proposed transaction on the unanimous recommendation of the Special Committee. Rothschild & Co US provides opinion to the Special Committee of Consolidated Communications. As of November 3, 2023, Wildcat Capital Management, LLC issued an open letter to CNSL's Board of Directors opposing the Consolidated Communications proposed transaction with affiliates of Searchlight Capital Partners, L.P. and British Columbia Investment Management Corporation. Based on its own analysis, Wildcat believes CNSL merits an enterprise value of approximately $4 billion, representing nearly a 30% premium to the $3.1 billion enterprise value implied by the proposed transaction at $4.70 per share. Wildcat continues to believe in the strategic value of the assets assembled by CNSL and the Company's strong potential as a standalone entity, and called for CNSL to terminate the agreement if a higher price cannot be negotiated. Wildcat intends to vote its shares against the proposed transaction and strongly encourages CNSL's stockholders to do the same. As of January 19, 2024, independent proxy advisory firm, Institutional Shareholder Services (?ISS?), has recommended that Consolidated shareholders vote ?FOR? the proposed acquisition of the Company. As of January 31, 2024, Consolidated Communications shareholders have approved the transaction.
Rothschild & Co is acting as financial advisor to the Special Committee and Robert I. Townsend III, O. Keith Hallam III, Sanjay Murti, Jin-Kyu Baek, Matthew G. Jones, Matthew M. Kelly, J. Leonard Teti II, Matthew J. Bobby, Aaron S. Cha, David J. Kappos, Margaret T. Segall, Matthew Morreale, Benjamin G. Joseloff, Megan Y. Lew, Joyce Law, Lauren Piechocki and Nigle B. Barrow of Cravath, Swaine & Moore LLP is acting as its legal counsel. Ryan J. Lynch, Ryan J. Maierson and David J. Miller of Latham & Watkins LLP is providing legal counsel to Consolidated Communications. Jason Tofsky and Ken Kraska of Goldman Sachs & Co. LLC and Fred Turpin of J.P. Morgan Securities LLC are acting as lead financial advisors to Searchlight. Morgan Stanley & Co. LLC, Wells Fargo, Mizuho and RBC Capital Markets are also acting as financial advisors to Searchlight. TD Securities acted as financial advisor to Searchlight Capital Partners and British Columbia Investment Management Corporation. Wachtell, Lipton, Rosen & Katz is serving as Searchlight?s legal counsel. Timothy F. Burns of Weil, Gotshal & Manges LLP is serving as BCI?s legal counsel. Rothschild & Co will receive an aggregate fee of approximately $14.3 million for its services, $2.5 million of which became payable upon delivery of Rothschild & Co?s opinion and $11.8 million of which is contingent upon the consummation of the merger. Computershare Trust Company, N.A. acted as transfer agent to CNSL. Cravath and Rothschild acted as due diligence providers to CNSL. CNSL has retained Morrow Sodali LLC to solicit proxies at a total cost to the Company of approximately $375,000, plus reimbursement of customary out-of-pocket expenses. SL Investor has agreed to pay each of JPM and Goldman Sachs a fee of $4 million, in each case, at the consummation of the Potential Transaction.