Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS

Table of Contents

As filed with the Securities and Exchange Commission on January 26, 2017.

Registration No. 333-              

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Consolidated Communications Holdings, Inc.
(Exact name of registrant as specified in its charter)

121 South 17th Street
Mattoon, Illinois 61938-3987
Telephone: (217) 235-3311
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Steven L. Childers
Chief Financial Officer
121 South 17th Street
Mattoon, Illinois 61938-3987
Telephone: (217) 235-3311
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.

           If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

           Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

           Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

*

Pursuant to Rule 416, this registration statement also covers an indeterminate number of additional shares of common stock of the registrant as may be issuable as a result of stock splits, stock dividends or similar transactions.

(1)

The number of shares of common stock, par value $0.01 per share, of the registrant ("Consolidated common stock") being registered is based upon the product obtained by multiplying (i) 33,246,049 shares of common stock, without par value, of FairPoint Communications, Inc. ("FairPoint common stock") estimated to be outstanding immediately prior to the merger and to be exchanged for Consolidated common stock, by (ii) the exchange ratio of 0.7300.

(2)

Pursuant to Rule 457 under the Securities Act of 1933, as amended and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price was calculated as follows: (i) the product of (a) $18.35 (the average of the high and low prices of FairPoint common stock as reported on the NASDAQ Capital Market on January 24, 2017), and (b) 33,246,049 (the estimated maximum possible number of shares of FairPoint common stock which may be canceled and exchanged in the merger).

(3)

Determined in accordance with Section 6(b) of the Securities Act of 1933, as amended, at a rate equal to $115.90 per $1,000,000 of the proposed maximum aggregate offering price.

           The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   

---

Table of Contents

The information in this joint proxy statement/prospectus is not complete and may be changed. We may not offer or sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY COPY—SUBJECT TO COMPLETION, DATED JANUARY 26, 2017

[•], 2017

Merger Proposal—Your Vote Is Important

To the Stockholders of Consolidated Communications Holdings, Inc. and
the Stockholders of FairPoint Communications, Inc.:

         On December 3, 2016, Consolidated Communications Holdings, Inc. ("Consolidated") and FairPoint Communications, Inc. ("FairPoint") entered into an Agreement and Plan of Merger, as the same may be amended from time to time (the "Merger Agreement"), pursuant to which Consolidated has agreed to acquire FairPoint. The Merger Agreement provides for the acquisition of FairPoint through a statutory merger of Falcon Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Consolidated, with and into FairPoint, with FairPoint as the surviving entity (the "Merger"). As a result of the Merger, the separate corporate existence of Merger Sub will cease, and FairPoint will continue as the surviving corporation and a wholly-owned subsidiary of Consolidated.

         In the proposed Merger, each issued and outstanding share of FairPoint common stock will be converted into the right to receive 0.7300 validly issued, fully paid and nonassessable shares of Consolidated common stock, subject to certain exceptions, together with cash in lieu of fractional shares, less any applicable taxes required to be withheld. Upon the effectiveness of the Merger, each share of FairPoint common stock issued and outstanding immediately prior to the effective time of the Merger shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. Each certificate formerly representing any share of FairPoint common stock and each uncertificated share registered to a holder on the stock transfer books of FairPoint, shall thereafter represent only the right to receive shares of Consolidated common stock.

         Consolidated common stock trades on the NASDAQ Global Select Market under the symbol "CNSL." On [•], 2017, the latest practicable date before the printing of this joint proxy statement/prospectus, the closing price of Consolidated common stock was $[•] per share. FairPoint common stock currently trades on the NASDAQ Capital Market under the symbol "FRP." The shares of Consolidated common stock issued pursuant to the Merger will be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will trade on the NASDAQ Global Select Market.

         FairPoint will hold a special meeting of its stockholders on [•], 2017 at [•] Eastern time at [•]. At the FairPoint special meeting, FairPoint's stockholders will be asked (i) to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, (ii) to approve, by a non-binding advisory vote, the change in control payments to FairPoint's named executive officers, and (iii) to adjourn or postpone the FairPoint special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies.

         Consolidated will hold a special meeting of stockholders on [•], 2017 at [•] Central time, at Consolidated's corporate headquarters, 121 South 17th Street, Mattoon, Illinois 61938. At the Consolidated special meeting, Consolidated's stockholders will be asked (i) to approve the issuance of Consolidated common stock to FairPoint stockholders in the Merger contemplated by the Merger Agreement and (ii) to adjourn or postpone the Consolidated special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies.

         The board of directors of FairPoint recommends that FairPoint's stockholders vote "FOR" each of (i) the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, (ii) the approval, by a non-binding advisory vote, of the change in control payments to FairPoint's named executive officers, and (iii) the proposal to adjourn or postpone the FairPoint special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies.

         The board of directors of Consolidated recommends that Consolidated's stockholders vote "FOR" each of (i) the issuance of Consolidated common stock to FairPoint stockholders in the Merger contemplated by the Merger Agreement and (ii) the proposal to adjourn or postpone the Consolidated special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies.

         YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Consolidated special meeting or the FairPoint special meeting, as applicable, please take the time to vote by using the Internet or by telephone as described in this joint proxy statement/prospectus or by completing the enclosed proxy card and mailing it in the enclosed envelope. Information about the meetings, the Merger and the other business to be considered at the meetings is contained in this joint proxy statement/prospectus. You are urged to read this joint proxy statement/prospectus carefully.

         In particular, you should read the section entitled "Risk Factors Relating to the Merger" beginning on page 34 for a discussion of some of the risks you should consider in evaluating the Merger Agreement and the Merger and how they will affect you.

         Thank you for your cooperation and continued support.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the Merger Agreement and the Merger described in this joint proxy statement/prospectus or the Consolidated common stock to be issued in the Merger contemplated by the Merger Agreement or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

   

This joint proxy statement/prospectus is dated [•], 2017 and is first being mailed to Consolidated's and FairPoint's stockholders on or about [•], 2017.

---

Table of Contents

REFERENCES TO ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates by reference important business and financial information about Consolidated and FairPoint from documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your oral or written request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

        If you would like to request documents, please do so by [•], 2017 in order to receive them before the meetings.

        See the section entitled "Where You Can Find More Information" on page 150.

ABOUT THIS DOCUMENT

        This joint proxy statement/prospectus forms a part of a registration statement on Form S-4 (Registration No. 333-            ) filed by Consolidated and FairPoint with the Securities and Exchange Commission. It constitutes a prospectus of Consolidated under Section 5 of the Securities Act, and the rules thereunder, with respect to the shares of Consolidated common stock to be issued to FairPoint's stockholders in the Merger. In addition, it constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, and a notice of meeting with respect to (i) the Consolidated special meeting at which Consolidated's stockholders will consider and vote upon (a) the proposal to approve the issuance of Consolidated common stock to FairPoint's stockholders in the Merger contemplated by the Merger Agreement and (b) the proposal to adjourn or postpone the Consolidated special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies, and (ii) the FairPoint special meeting at which FairPoint's stockholders will consider and vote upon (a) the proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, (b) the proposal to approve, by a non-binding advisory vote, the change in control payments to FairPoint's named executive officers, and (c) the proposal to adjourn or postpone the FairPoint special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies.

---

Table of Contents

FAIRPOINT COMMUNICATIONS, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD [•], 2017

To Our Stockholders:

        A special meeting of stockholders of FairPoint Communications, Inc. ("FairPoint") will be held at [•], on [•], 2017 at [•], Eastern time. The FairPoint special meeting is being held for the following purposes:

        1.     To adopt the Agreement and Plan of Merger, dated as of December 3, 2016, as the same may be amended from time to time (the "Merger Agreement"), by and among FairPoint, Consolidated Communications Holdings, Inc., a Delaware corporation ("Consolidated"), and Falcon Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Consolidated ("Merger Sub"), a copy of which is attached as Annex I to the accompanying joint proxy statement/prospectus, pursuant to which Merger Sub will merge with and into FairPoint, with FairPoint as the surviving entity (the "Merger"), and to approve the transactions contemplated thereby, including the Merger (the "FairPoint Merger Proposal");

        2.     To approve, by a non-binding advisory vote, the change in control payments to FairPoint's named executive officers (the "FairPoint Change in Control Payments Proposal"); and

        3.     To approve the adjournment or postponement of the FairPoint special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies in the event that there are insufficient votes at the time of the FairPoint special meeting to approve the FairPoint Merger Proposal (the "FairPoint Adjournment Proposal").

        Only stockholders of record at the close of business on [•], 2017 are entitled to vote at the FairPoint special meeting or at any adjournment or postponement thereof.

        We hope that as many stockholders as possible will personally attend the FairPoint special meeting. Whether or not you plan to attend the FairPoint special meeting, please complete the enclosed proxy card and sign, date, and return it promptly so that your shares will be represented. You also may vote your shares by telephone or through the Internet by following the instructions set forth on the proxy card. Submitting your proxy in writing, by telephone, or through the Internet will not prevent you from voting in person at the FairPoint special meeting.

        The board of directors of FairPoint, by unanimous vote, has determined that it is advisable to, and in the best interest of, FairPoint and its stockholders to consummate the transactions contemplated by the Merger Agreement, and unanimously recommends that stockholders vote (i) "FOR" the FairPoint Merger Proposal, (ii) "FOR" the FairPoint Change in Control Payments Proposal and (iii) "FOR" the FairPoint Adjournment Proposal.

STOCKHOLDERS WHO CANNOT ATTEND IN PERSON ARE REQUESTED TO VOTE AS PROMPTLY AS
POSSIBLE. YOU MAY VOTE OVER THE INTERNET, BY TELEPHONE, OR BY U.S. MAIL.

[•], 2017

---

Table of Contents

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD [•], 2017

To Our Stockholders:

        A special meeting of stockholders of Consolidated Communications Holdings, Inc. ("Consolidated") will be held at Consolidated's corporate headquarters, 121 South 17th Street, Mattoon, Illinois 61938 on [•], 2017 at [•], Central time. The Consolidated special meeting is being held for the following purposes:

        1.     To approve the issuance of Consolidated common stock to FairPoint Communications, Inc. ("FairPoint") stockholders in the Merger contemplated by the Agreement and Plan of Merger, dated as of December 3, 2016, as the same may be amended from time to time (the "Merger Agreement"), by and among Consolidated, FairPoint, and Falcon Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Consolidated ("Merger Sub"), a copy of which is attached as Annex I to the accompanying joint proxy statement/prospectus, pursuant to which Merger Sub will merge with and into FairPoint (the "Merger"), with FairPoint as the surviving entity (the "Consolidated Stock Issuance Proposal"); and

        2.     To approve the adjournment or postponement of the Consolidated special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies in the event that there are insufficient votes at the time of the Consolidated special meeting to approve the Consolidated Stock Issuance Proposal (the "Consolidated Adjournment Proposal").

        Only stockholders of record at the close of business on [•], 2017 are entitled to vote at the meeting or at any adjournment or postponement thereof.

        We hope that as many stockholders as possible will personally attend the meeting. Whether or not you plan to attend the meeting, please complete the enclosed proxy card and sign, date and return it promptly so that your shares will be represented. You also may vote your shares by telephone or through the Internet by following the instructions set forth on the proxy card. Submitting your proxy in writing, by telephone or through the Internet will not prevent you from voting in person at the meeting.

        The board of directors of Consolidated unanimously recommends that you vote (i) "FOR" the Consolidated Stock Issuance Proposal and (ii) "FOR" the Consolidated Adjournment Proposal.

[•], 2017

---

Table of Contents

TABLE OF CONTENTS

i

---

Table of Contents

ii

---

Table of Contents

iii

---

Table of Contents

iv

---

Table of Contents

DEFINED TERMS USED IN THIS JOINT PROXY STATEMENT/PROSPECTUS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE FAIRPOINT SPECIAL MEETING

        The following questions and answers address briefly some questions you may have regarding the Merger and the FairPoint special meeting. These questions and answers may not address all questions that may be important to you as a stockholder of FairPoint or as a stockholder of Consolidated. Please refer to the more detailed information contained elsewhere in this joint proxy statement/prospectus, the annexes to this joint proxy statement/prospectus and the documents referred to in or incorporated by reference into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled "Where You Can Find More Information" on page 150.

        For certain questions and answers about the Consolidated special meeting, see the section entitled "Questions and Answers about the Consolidated Special Meeting" on page 10.

What is the purpose of this joint proxy statement/prospectus?

        The purpose of this joint proxy statement/prospectus is to provide information regarding matters to be voted on at the FairPoint special meeting. Proxies are solicited by the FairPoint board of directors (the "FairPoint Board") to give all FairPoint's stockholders of record as of the record date, [•], 2017, an opportunity to vote on the matters to be presented at the FairPoint special meeting, even if the stockholders cannot attend the meeting. The FairPoint Board has designated [•] as proxies, who will vote the shares represented by proxies at the FairPoint special meeting in the manner indicated by the proxies.

What proposals will be voted on at the FairPoint special meeting?

        FairPoint's stockholders will vote on the following proposals at the FairPoint special meeting:

•

The proposal to adopt the Merger Agreement pursuant to which Merger Sub will merge with and into FairPoint, with FairPoint as the surviving entity and a wholly-owned subsidiary of Consolidated, and approve the transactions contemplated thereby, including the Merger (the "FairPoint Merger Proposal");

1

---

Table of Contents

•

The proposal to approve, by a non-binding advisory vote, the change in control payments to FairPoint's named executive officers (the "FairPoint Change in Control Payments Proposal"); and



•

The proposal to approve the adjournment or postponement of the FairPoint special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies in the event that there are insufficient votes at the time of the FairPoint special meeting to approve the FairPoint Merger Proposal (the "FairPoint Adjournment Proposal").

What is the Merger?

        In accordance with the terms and conditions of the Merger Agreement, if FairPoint's stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger, and Consolidated's stockholders approve the issuance of Consolidated common stock to FairPoint's stockholders in the Merger contemplated by the Merger Agreement and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into FairPoint, and FairPoint will be the surviving corporation and a wholly-owned subsidiary of Consolidated. A copy of the Merger Agreement is attached as Annex I to this joint proxy statement/prospectus.

Is my vote necessary to complete the Merger?

        The Merger cannot be completed unless, among other things, FairPoint's stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

        FairPoint and Consolidated have agreed to combine the two companies upon the terms and conditions of the Merger Agreement that is described in this joint proxy statement/prospectus. You are receiving these proxy materials to help you decide, among other matters, how to vote your shares of FairPoint with respect to the proposed Merger.

        The FairPoint special meeting is being held to vote on, among other matters, the proposals necessary to complete the Merger. Information about the FairPoint special meeting, the Merger and the other business to be considered by FairPoint's stockholders is contained in this joint proxy statement/prospectus.

        Your vote is important. FairPoint encourages you to vote as soon as possible.

Are there other matters related to the Merger that require the vote of FairPoint's stockholders?

        Yes. At the FairPoint special meeting, stockholders will be asked to consider and vote upon a proposal to approve, by a non-binding advisory vote, the agreements and understandings of FairPoint and its named executive officers concerning compensation that is based on or otherwise relates to the Merger contemplated by the Merger Agreement, and the aggregate total of all such compensation that may be paid or become payable to or on behalf of such executive officers (the "change in control payments"), as disclosed in this joint proxy statement/prospectus in the section entitled "The Merger—Interests of FairPoint Directors and Executive Officers in the Merger—Change in Control Benefits for Executive Officers" on page 84.

What will stockholders receive in the Merger?

        FairPoint's stockholders will be entitled to receive 0.7300 shares of Consolidated common stock for each share of FairPoint common stock owned at the effective time of the Merger. No fractional shares of Consolidated common stock will be issued. Each of FairPoint's stockholders will be entitled to receive, in lieu of any fractional share of Consolidated common stock, an amount in cash equal to the

2

---

Table of Contents

value of the fractional share of Consolidated common stock to which such stockholder would otherwise have been entitled, less applicable taxes required to be withheld.

        After completion of the Merger, each Consolidated stockholder will have the same number of shares of Consolidated common stock that such stockholder held immediately prior to the completion of the Merger. However, upon issuance of the shares of Consolidated common stock to FairPoint's stockholders in connection with the Merger, each share of Consolidated common stock outstanding immediately prior to the completion of the Merger will represent a smaller percentage of the aggregate number of shares of Consolidated common stock outstanding after the completion of the Merger. On the other hand, each share of Consolidated common stock will then represent an interest in a company with more assets.

What happens if the Merger is not consummated?

        If (i) FairPoint's stockholders do not approve the FairPoint Merger Proposal, (ii) the issuance of Consolidated common stock to FairPoint's stockholders in the Merger as contemplated by the Merger Agreement is not approved by the Consolidated's stockholders or (iii) the Merger is not completed for any other reason, you will not receive any shares of Consolidated common stock in connection with the Merger. Instead, FairPoint will remain an independent public company and its common stock will continue to be listed and traded on the NASDAQ Capital Market. If the Merger Agreement is terminated under specified circumstances, FairPoint may be obligated to pay Consolidated a termination fee of $18.9 million, and upon termination of the Merger Agreement under certain other circumstances, Consolidated may be obligated to pay FairPoint a termination fee of $18.9 million, as described more fully in this joint proxy statement/prospectus in the section entitled "The Merger Agreement—Termination of the Merger Agreement; Termination Fees; Expenses" on page 111.

Where and when is the FairPoint special meeting?

        The FairPoint special meeting will be held at [•], Eastern time, on [•], 2017, at [•]. Cameras, recording devices and other electronic devices will not be permitted at the FairPoint special meeting.

What should I do if I want to attend the FairPoint special meeting?

        To be admitted to the FairPoint special meeting, FairPoint's stockholders should:

•

Provide enough time to ensure that they are seated by the commencement of the FairPoint special meeting at [•];



•

Bring photo identification, such as a driver's license; and



•

Bring proof of ownership of FairPoint stock on the record date, [•], 2017, such as a brokerage statement or letter from a bank or broker indicating ownership on [•], 2017, a proxy card, legal proxy or voting instruction card provided by such stockholder's broker, bank or nominee.

        Any holder of a proxy from a stockholder must present a properly executed legal proxy and a copy of the proof of ownership. If a FairPoint stockholder does not provide photo identification and comply with the other procedures outlined above for attending the FairPoint special meeting in person, such stockholder will not be admitted to attend in person.

3

---

Table of Contents

Who can vote at the FairPoint special meeting?

        All of FairPoint's stockholders can vote at the FairPoint special meeting if such stockholders owned shares of FairPoint common stock as of the close of business on [•], 2017, which is the record date for the FairPoint special meeting.

What vote of FairPoint's stockholders is required to approve the proposals?

•

The FairPoint Merger Proposal.  The FairPoint Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of FairPoint's common stock entitled to vote on such proposal.



•

The FairPoint Change in Control Payments Proposal.  The FairPoint Change in Control Payments Proposal requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on such proposal.



•

The FairPoint Adjournment Proposal.  The FairPoint Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on such proposal.

What constitutes a quorum for the FairPoint special meeting?

        FairPoint will hold the FairPoint special meeting if stockholders representing the required quorum of shares of common stock entitled to vote either sign and return their proxy card by mail, deliver their proxy via the Internet at the website provided in the proxy materials, deliver their proxy via the toll free number provided on the proxy card or attend the FairPoint special meeting. FairPoint's bylaws provide that holders of one-third in voting power of the capital stock issued and outstanding and entitled to vote at the FairPoint special meeting, present in person or represented by proxy, will constitute a quorum for the FairPoint special meeting. If you submit a proxy, whether by Internet, telephone or mail, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated on the proxy card. Broker non-votes will not count towards the quorum requirement.

How does the FairPoint Board recommend that FairPoint's stockholders vote?

        The FairPoint Board has determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable to, and in the best interest of, FairPoint and its stockholders and recommends that FairPoint's stockholders vote:

•

"FOR" the FairPoint Merger Proposal,



•

"FOR" the FairPoint Change in Control Payments Proposal, and



•

"FOR" the FairPoint Adjournment Proposal.

        The FairPoint Board is soliciting stockholder votes consistent with the FairPoint Board's recommendation. You should read the section entitled "The Merger—Recommendation of the FairPoint Board; FairPoint's Reasons for the Merger" on page 54 for a discussion of the factors that the FairPoint Board considered in deciding to recommend voting "FOR" the FairPoint Merger Proposal.

4

---

Table of Contents

How do I vote?

        If you are a FairPoint stockholder of record, as of the record date, after carefully reading and considering the information contained in this joint proxy statement/prospectus, you may vote by any of the following methods:

•

Internet.  Electronically through the Internet by accessing www.envisionreports.com/FRP or use your smartphone to scan the QR code on your proxy card. You may vote through the Internet until 11:59 p.m., Eastern time, on [•], 2017. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and create an electronic voting instruction form. Internet voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a control number located on your proxy card. These procedures allow you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote through the Internet, you should not return your proxy card.



•

Telephone.  By calling 1-800-652-VOTE (8683) within the United States, U.S. territories and Canada on a touch tone telephone. You may vote by telephone until 11:59 p.m., Eastern time, on [•], 2017. This toll free number is also included on the proxy card. Telephone voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a control number located on your proxy card. These procedures allow you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.



•

Mail.  By returning your proxy through the mail. If you complete and properly sign the accompanying proxy card and return it to FairPoint, it will be voted as you direct on the proxy card. You should follow the instructions set forth on the proxy card, being sure to complete it, to sign it, and to mail it in the enclosed postage-paid envelope.



•

In Person.  To vote in person at the FairPoint special meeting, you will need to request a ballot at the FairPoint special meeting.

        FairPoint recommends that you vote in advance even if you plan to attend the FairPoint special meeting so that FairPoint will know as soon as possible that enough votes will be present for FairPoint to hold the FairPoint special meeting. If you are a stockholder of record and attend the FairPoint special meeting, you may vote at the FairPoint special meeting or deliver your completed proxy card in person.

        If your shares are held in "street name," please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do to vote your shares, including whether you may be able to vote electronically through your bank, broker or other record holder. If so, instructions regarding electronic voting will be provided by the bank, broker or other holder of record to you as part of the package that includes this joint proxy statement/prospectus. If you are a "street name" beneficial holder of shares and you wish to vote in person at the FairPoint special meeting, you will need to obtain a proxy from the institution that holds your shares and present it to the inspector of elections with your ballot when you vote at the FairPoint special meeting.

What will happen if I return my proxy card without indicating how to vote?

        If you properly return or submit your proxy but do not indicate how you wish to vote, FairPoint will count your proxy as voted as the FairPoint Board recommends. Therefore, your proxy will be counted as a vote:

•

"FOR" the FairPoint Merger Proposal,



•

"FOR" the FairPoint Change in Control Payments Proposal, and

5

---

Table of Contents

•

"FOR" the FairPoint Adjournment Proposal.

How are failures to vote and abstentions treated?

        A failure to vote will:

•

be treated as a vote "AGAINST" the FairPoint Merger Proposal,



•

have no effect on the FairPoint Change in Control Payments Proposal, and



•

have no effect on the FairPoint Adjournment Proposal.

        Abstentions will have the same effect as a vote:

•

"AGAINST" the FairPoint Merger Proposal,



•

"AGAINST" the FairPoint Change in Control Payments Proposal, and



•

"AGAINST" the FairPoint Adjournment Proposal.

How are broker non-votes treated?

        A broker "non-vote" occurs on a proposal when shares held of record by a broker are present or represented at a stockholder meeting but the broker is not permitted to vote on that proposal without instruction from the beneficial owner of the shares and no instruction has been given. Brokerage firms have the authority under the New York Stock Exchange ("NYSE") rules to cast votes on certain "routine" matters if they do not receive instructions from their customers, but they do not have the authority to vote on "non-routine" matters. The FairPoint Merger Proposal, the FairPoint Change in Control Payments Proposal and the FairPoint Adjournment Proposal are considered "non-routine" matters. To the extent there are broker non-votes, they will:

•

be treated as a vote "AGAINST" the FairPoint Merger Proposal,



•

have no effect on the FairPoint Change in Control Payments Proposal, and



•

have no effect on the FairPoint Adjournment Proposal.

What is the difference between a stockholder of record and a "street name" beneficial holder of shares?

        If your shares are registered directly in your name with FairPoint's transfer agent, Computershare, Inc., you are considered a stockholder of record with respect to those shares. If this is the case, the stockholder proxy materials have been sent or provided directly to you by FairPoint.

        If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial holder" of the shares held for you in what is known as "street name." If this is the case, the proxy materials have been forwarded to you by your brokerage firm, bank or other nominee, which is considered the stockholder of record with respect to these shares. As the beneficial holder, you have the right to direct your broker, bank or other nominee how to vote your shares. Please contact your broker, bank, or other nominee for instructions on how to vote any shares you beneficially own.

If my shares are held in "street name" by my broker, will my broker vote my shares for me?

        If your shares are held for you as a beneficial owner in "street name," your broker will vote your shares on the proposals only if you provide instructions to your broker on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without instructions, your shares will not be voted, which will have the effect of an "AGAINST"

6

---

Table of Contents

vote for the FairPoint Merger Proposal and will have no effect on the FairPoint Change in Control Payments Proposal and the FairPoint Adjournment Proposal.

Will anyone contact me regarding this vote?

        FairPoint has retained Morrow Sodali Global, LLC, 470 West Avenue, Stamford, CT 06902 to aid in the solicitation of proxies and to verify certain records related to the solicitation. FairPoint will pay Morrow Sodali Global, LLC a fee of $7,500, plus solicitation charges and reimbursement for its reasonable out-of-pocket expenses. Such solicitations may be made by mail, telephone, facsimile, e-mail, the Internet or personal interviews.

Can I change my vote after I have delivered my proxy?

        Yes. You can change your vote before the FairPoint special meeting. If you are a FairPoint stockholder of record, you may change your proxy voting instructions in any of the following ways:

•

by sending a written notice to the corporate secretary of FairPoint that is received prior to the FairPoint special meeting stating that you revoke your proxy;



•

by submitting a subsequent proxy by Internet, telephone or mail with a later date; or



•

by attending the FairPoint special meeting and voting your shares.

        If your shares are held in "street name," you may change your vote by submitting new voting instructions to your broker or other nominee holder in accordance with the procedures established by it. Please contact your broker or other nominee and follow its directions in order to change your vote.

Should I send in my FairPoint stock certificates with my proxy card?

        No. Please DO NOT send your FairPoint stock certificates with your proxy card.

What are the material U.S. federal income tax consequences of the Merger to U.S. holders of FairPoint shares?

        Each of Paul Hastings LLP, tax counsel to FairPoint, and Schiff Hardin LLP, tax counsel to Consolidated, is delivering an opinion at the closing of the Merger that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). However, neither FairPoint nor Consolidated has requested or received a ruling from the Internal Revenue Service ("IRS") that the Merger will qualify as a reorganization. Assuming that the Merger qualifies as a reorganization, U.S. holders of FairPoint shares should not recognize any gain or loss for U.S. federal income tax purposes when they exchange their FairPoint shares for shares of Consolidated common stock in the Merger, except with respect to cash received in lieu of fractional shares of Consolidated common stock.

        The tax opinions regarding the Merger do not address any state, local or foreign tax consequences of the Merger.

        Please carefully review the information set forth in the section entitled "Material United States Federal Income Tax Consequences" beginning on page 95 for a description of the material United States federal income tax consequences of the Merger. The tax consequences of the Merger to each FairPoint stockholder will depend on such FairPoint stockholder's own situation. FairPoint's stockholders should consult with their own tax advisors for a full understanding of the tax consequences of the Merger to them.

7

---

Table of Contents

When do FairPoint and Consolidated expect the Merger to be completed?

        FairPoint and Consolidated are working to complete the Merger as quickly as possible. If (i) FairPoint's stockholders approve the FairPoint Merger Proposal, (ii) Consolidated's stockholders approve the Consolidated Stock Issuance Proposal and (iii) the other conditions to completion of the Merger are satisfied or waived, including required regulatory approvals, it is anticipated that the Merger will be completed in the middle of 2017. However, it is possible that factors outside the control of FairPoint and Consolidated could require FairPoint and Consolidated to complete the Merger at a later time or not complete it at all. See the information set forth in the section entitled "The Merger Agreement—Termination of the Merger Agreement; Termination Fees; Expenses" on page 111.

        The commitments that Consolidated received from lenders in connection with its financing of the Merger and the transactions contemplated thereby terminate on the earlier of (i) September 30, 2017, or such later date as may be determined in accordance with the Merger Agreement, and (ii) the twelve-month anniversary of such commitments, unless an extension is agreed to by such lenders, as described further in the section entitled "Debt Financing" on page 116.

Can FairPoint's stockholders dissent and require appraisal of their shares?

        No. FairPoint's stockholders do not have any appraisal rights in connection with the Merger under Delaware law.

What happens if I sell my shares of FairPoint common stock before the FairPoint special meeting?

        The record date of the FairPoint special meeting is earlier than the date of the FairPoint special meeting and the date that the Merger is expected to be completed. If you transfer your shares of FairPoint common stock after the record date but before the FairPoint special meeting, you will retain your right to vote at the FairPoint special meeting, but will have transferred the right to receive the Merger Consideration to be received by FairPoint's stockholders in the Merger. In order to receive the Merger Consideration, you must hold your shares through completion of the Merger.

What should I do if I receive more than one set of voting materials for the FairPoint special meeting?

        You may receive more than one set of voting materials for the FairPoint special meeting, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction form that you receive or vote by telephone or Internet with respect to each proxy card and voting instruction form that you receive.

What is "householding"?

        "Householding" allows companies to deliver only one copy of notices and other proxy materials to multiple stockholders who share the same address (if they appear to be members of the same family) unless such company has received contrary instructions from an affected stockholder. FairPoint does not offer "householding" for stockholders of record. Please contact your broker if you are not a stockholder of record to find out if your broker offers "householding."

8

---

Table of Contents

Who can help answer my questions?

        If FairPoint's stockholders have any questions about the Merger or the FairPoint special meeting, or if they need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, they should contact:

Morrow Sodali Global, LLC
470 West Avenue
Stamford, CT 06902
Banks and brokerage firms, please call: (203) 658-9400
Stockholders and all others, call toll-free: (800) 662-5200
E-mail: frp.info@morrowsodali.com

Who will tabulate and certify the vote?

        Computershare, Inc., FairPoint's transfer agent, will count the votes, serve as tabulator of the votes and serve as the inspector of elections.

9

---

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE CONSOLIDATED SPECIAL MEETING

        The following questions and answers address briefly some questions you may have regarding the Consolidated special meeting. These questions and answers may not address all questions that may be important to you as a stockholder of Consolidated. Please refer to the more detailed information contained elsewhere in this joint proxy statement/prospectus, the annexes to this joint proxy statement/prospectus and the documents referred to in or incorporated by reference into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled "Where You Can Find More Information" on page 150.

        For certain questions and answers about the FairPoint special meeting, see the section entitled "Questions and Answers about the Merger and the FairPoint Special Meeting" on page 1.

What is the purpose of this joint proxy statement/prospectus?

        The purpose of this joint proxy statement/prospectus is to provide information regarding matters to be voted on at the Consolidated special meeting. Proxies are solicited by Consolidated's board of directors (the "Consolidated Board") to give all stockholders of record an opportunity to vote on the matters to be presented at the Consolidated special meeting, even if the stockholders cannot attend the meeting. The Consolidated Board has designated Steven L. Childers and Steven J. Shirar as proxies, who will vote the shares represented by proxies at the Consolidated special meeting in the manner indicated by the proxies.

What proposals will be voted on at the Consolidated special meeting?

        Consolidated's stockholders will vote on the following proposals at the Consolidated special meeting:

•

The proposal to approve of the issuance of Consolidated common stock to FairPoint's stockholders in the Merger contemplated by the Merger Agreement (the "Consolidated Stock Issuance Proposal"); and



•

The proposal to adjourn or postpone the Consolidated special meeting, if necessary or appropriate, for, among other reasons, the solicitation of additional proxies in the event that there are insufficient votes at the time of the Consolidated special meeting to approve the Consolidated Stock Issuance Proposal (the "Consolidated Adjournment Proposal").

Who is entitled to vote?

        Each outstanding share of Consolidated common stock entitles its holder to cast one vote on each matter to be voted upon at the Consolidated special meeting. Only stockholders of record at the close of business on the record date, [•], 2017, are entitled to receive notice of the Consolidated special meeting and to vote the shares of common stock that they held on that date at the meeting, or any adjournment or postponement of the meeting. If your shares are held for you as a beneficial holder in "street name," please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do to vote your shares.

        A complete list of stockholders entitled to vote at the Consolidated special meeting will be available for examination by any stockholder at Consolidated's corporate headquarters, 121 South 17th Street, Mattoon, Illinois 61938, during normal business hours for a period of ten days before the Consolidated special meeting and at the time and place of the Consolidated special meeting.

10

---

Table of Contents

What is the difference between a stockholder of record and a beneficial holder of shares?

        If your shares are registered directly in your name with Consolidated's transfer agent, Computershare, Inc., you are considered a stockholder of record with respect to those shares. If this is the case, the stockholder proxy materials have been sent or provided directly to you by Consolidated.

        If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial holder" of the shares held for you in what is known as "street name." If this is the case, the proxy materials have been forwarded to you by your brokerage firm, bank or other nominee, which is considered the stockholder of record with respect to these shares. As the beneficial holder, you have the right to direct your broker, bank or other nominee how to vote your shares. Please contact your broker, bank, or other nominee for instructions on how to vote any shares you beneficially own.

Who can attend the meeting?

        All stockholders of record as of [•], 2017, or their duly appointed proxies, may attend the meeting. Cameras, recording devices and other electronic devices will not be permitted at the meeting. If you hold your shares in "street name," you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date.

What constitutes a quorum?

        A quorum of stockholders is necessary to hold the Consolidated special meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date will constitute a quorum. As of [•], 2017, the record date, [•] shares of Consolidated common stock were outstanding. Abstentions will be included in the calculation of the number of shares considered present at the meeting for purposes of establishing a quorum. Broker non-votes will not be included in the calculation of the number of shares considered present at the meeting for purposes of establishing a quorum. In the event that a quorum is not present at the Consolidated special meeting, Consolidated expects that the Consolidated special meeting will be adjourned or postponed to solicit additional proxies.

How do I vote?

        If you are a stockholder of record, you may vote by any of the following methods:

•

Internet.  Electronically through the Internet by accessing Consolidated's materials using the information on your proxy card. To vote through the Internet, you should sign on to this website and follow the procedures described at the website. Internet voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on your proxy card. These procedures allow you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote through the Internet, you should not return your proxy card. If you vote through the Internet, your proxy will be voted as you direct on the website.



•

Telephone.  By calling [•]. This toll free number is also included on the proxy card. Telephone voting is available 24 hours a day, and the procedures are designed to authenticate votes cast by using a personal identification number located on your proxy card. These procedures allow you to give a proxy to vote your shares and to confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.



•

Mail.  By returning your proxy through the mail. If you complete and properly sign the accompanying proxy card and return it to Consolidated, it will be voted as you direct on the

11

---

Table of Contents

proxy card. You should follow the instructions set forth on the proxy card, being sure to complete it, to sign it and to mail it in the enclosed postage-paid envelope.

•

In Person.  In person at the meeting.

        Consolidated recommends that you vote in advance even if you plan to attend the meeting so that Consolidated will know as soon as possible that enough votes will be present for Consolidated to hold the meeting. If you are a stockholder of record and attend the meeting, you may vote at the meeting or deliver your completed proxy card in person.

        If your shares are held in "street name," please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do in order to vote your shares, including whether you may be able to vote electronically through your bank, broker or other record holder. If so, instructions regarding electronic voting will be provided by the bank, broker or other holder of record to you as part of the package that includes this joint proxy statement/prospectus. If you are a "street name" stockholder and you wish to vote in person at the meeting, you will need to obtain a proxy from the institution that holds your shares and present it to the inspector of elections with your ballot when you vote at the Consolidated special meeting.

Can I change my vote after I return my proxy card?

        Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is voted by:

•

delivering to Consolidated's Secretary at the address set forth in the section entitled "The Consolidated Special Meeting—Date, Time and Place" on page 145 a written notice of revocation of your proxy by mail, by telephone or through the Internet;



•

delivering a duly executed proxy bearing a later date; or



•

voting in person at the Consolidated special meeting.

        If your shares are held in "street name," you may vote in person at the Consolidated special meeting if you obtain a proxy as described in the answer to the previous question.

How many votes are required for the proposals to pass?

        The vote required for each of (i) the Consolidated Stock Issuance Proposal and (ii) the Consolidated Adjournment Proposal is the approval of a majority of the votes present, in person or by proxy, and entitled to vote on the matter.

How are abstentions and broker non-votes treated?

        Abstentions will have the same effect as a vote:

•

"AGAINST" the Consolidated Stock Issuance Proposal; and



•

"AGAINST" the Consolidated Adjournment Proposal.

        A broker "non-vote" occurs on a proposal when shares held of record by a broker are present or represented at a stockholder meeting but the broker is not permitted to vote on that proposal without instruction from the beneficial owner of the shares and no instruction has been given. Brokerage firms have the authority under the NYSE rules to cast votes on certain "routine" matters if they do not receive instructions from their customers, but they do not have the authority to vote on "non-routine" matters. The Consolidated Stock Issuance Proposal and the Consolidated Adjournment Proposal are considered "non-routine" matters. To the extent there are broker non-votes, they will:

•

have no effect on the Consolidated Stock Issuance Proposal; and

12

---

Table of Contents

•

have no effect on the Consolidated Adjournment Proposal.

What if I do not specify a choice for a matter when returning a proxy?

        Stockholders should specify their choice for each matter on the enclosed proxy. If no specific instructions are given, proxies that are signed and returned will be voted:

•

"FOR" the Consolidated Stock Issuance Proposal (see page 147); and



•

"FOR" the Consolidated Adjournment proposal (see page 148).

What are the Consolidated Board's recommendations?

        The Consolidated Board's recommendations, together with the description of each proposal, are set forth in this joint proxy statement/prospectus. In summary, the Consolidated Board recommends that you vote:

•

"FOR" the Consolidated Stock Issuance Proposal (see page 147); and



•

"FOR" the Consolidated Adjournment Proposal (see page 148).

        You should read the section entitled "The Merger—Consolidated's Reasons for the Merger" on page 72 for a discussion of the factors that the Consolidated Board considered in deciding to recommend voting "FOR" the approval of the Consolidated Stock Issuance Proposal.

        Unless you give other instructions on your proxy card, the persons named as proxy holders on the enclosed proxy card will vote in accordance with the recommendations of the Consolidated Board.

Will anyone contact me regarding this vote?

        Consolidated has retained Morrow Sodali Global, LLC, 470 West Avenue, Stamford, CT 06902 to aid in the solicitation of proxies and to verify certain records related to the solicitation. Consolidated will pay Morrow Sodali Global, LLC a fee of $10,000 plus certain pass-through expenses as compensation for its services and will reimburse it for its reasonable out-of-pocket expenses. Such solicitations may be made by mail, telephone, facsimile, e-mail, the Internet or personal interviews.

Who can help answer my questions?

        If Consolidated's stockholders have any questions about the Merger or the Consolidated special meeting, or if they need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, they should contact:

Morrow Sodali Global, LLC
470 West Avenue
Stamford, CT 06902
Banks and Brokerage Firms, please call: (203) 658-9400
Stockholders and All others, call toll-free: (800) 662-5200
Email: cnsl.info@morrowsodali.com

Who will tabulate and certify the vote?

        Representatives of Computershare, Inc., Consolidated's transfer agent, will tabulate the votes and act as inspector of elections.

13

---

Table of Contents

14

---

Table of Contents

15

---

Table of Contents

16

---

Table of Contents

17

---

Table of Contents

18

---

Table of Contents

19

---

Table of Contents

20

---

Table of Contents

21

---

Table of Contents

22

---

Table of Contents

23

---

Table of Contents

24

---

Table of Contents

25

---

Table of Contents

26

---

Table of Contents

27

---

Table of Contents

28

---

Table of Contents

29

---

Table of Contents

30

---

Table of Contents

31

---

Table of Contents

32

---

Table of Contents

33

---

Table of Contents

RISK FACTORS RELATING TO THE MERGER

        In addition to the other information included in and incorporated by reference into this joint proxy statement/prospectus, FairPoint's stockholders should consider carefully the matters described below in determining whether to approve the FairPoint Merger Proposal and Consolidated's stockholders should consider carefully the matters described below in determining whether to approve the Consolidated Stock Issuance Proposal. Please also refer to the information under the heading "Risk Factors" set forth in Item 1A in each of Consolidated's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and FairPoint's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as amended and as updated by subsequent Quarterly Reports on Form 10-Q, each of which is incorporated by reference into this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information" on page 150.

The price of Consolidated common stock may be affected by factors different from those affecting the price of FairPoint common stock.

        Upon completion of the Merger, holders of FairPoint common stock will become Consolidated's stockholders. Consolidated's business and results of operations and the market price of Consolidated common stock may be affected by factors different than those affecting FairPoint's business and results of operations and the market price of FairPoint common stock. For a discussion of Consolidated's and FairPoint's businesses and certain factors to consider in connection with their businesses, see the periodic reports and other documents of Consolidated and FairPoint incorporated by reference into this joint proxy statement/prospectus and listed under the section entitled "Where You Can Find More Information" on page 150.

The Merger Agreement contains provisions that could discourage a potential competing acquiror that might be willing to pay more to effect a business combination with FairPoint.

        The Merger Agreement contains "no solicitation" provisions that restrict FairPoint's ability to solicit or facilitate proposals regarding a merger or similar transaction with another party. Further, several conditions must be satisfied in order for the FairPoint Board to withdraw, amend or modify its recommendation regarding the proposed Merger, including that Consolidated generally has an opportunity to offer to modify the terms of the proposed Merger in response to any competing acquisition proposal that may be made before the FairPoint Board may withdraw, amend or modify its recommendation regarding the proposed Merger. See the section entitled "The Merger Agreement—No Solicitation; Changes in Recommendations" on page 104. If the FairPoint Board withdraws, amends or modifies its recommendation regarding the proposed Merger, Consolidated has the right to terminate the Merger Agreement and receive an $18.9 million termination fee from FairPoint. These provisions could discourage a potential competing acquiror from considering or proposing an acquisition of FairPoint, even if it were prepared to pay consideration with a higher value than the shares proposed to be issued in the Merger, or might result in a potential competing acquiror proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

Lawsuits may be filed against FairPoint, members of the FairPoint Board, Consolidated, members of the Consolidated Board and/or Merger Sub challenging the Merger and any adverse judgment in such lawsuits may prevent the Merger from becoming effective or from becoming effective within the expected timeframe.

        FairPoint's and/or Consolidated's stockholders may file lawsuits challenging the Merger, which may name FairPoint, Consolidated, members of the FairPoint Board, members of the Consolidated Board and/or Merger Sub as defendants. Neither FairPoint nor Consolidated can assure you as to the outcome of such lawsuits, if any, including the amount of costs associated with defending any such claim or any other liabilities that may be incurred in connection with the litigation of any such claim. If

34

---

Table of Contents

plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger on the agreed-upon terms, such an injunction may delay the consummation of the Merger in the expected timeframe, or may prevent the Merger from being consummated altogether. Whether or not any plaintiff's claim would be successful, this type of litigation may result in significant costs and may divert FairPoint's and/or Consolidated's management's attention and resources, which could adversely affect the operation of FairPoint's and/or Consolidated's respective businesses.

The integration of Consolidated and FairPoint following the Merger may present significant challenges.

        Consolidated may face significant challenges in combining FairPoint's operations into its operations in a timely and efficient manner and in retaining key FairPoint personnel. The failure to successfully integrate Consolidated and FairPoint and to successfully manage the challenges presented by the integration process may result in Consolidated not achieving the anticipated benefits of the Merger including operational and financial synergies.

Restrictions in Consolidated's debt agreements may prevent Consolidated from paying dividends.

        Consolidated's ability to pay dividends will be restricted by current and future agreements governing its debt, including its current credit agreement, its current indenture governing its senior notes and the financing agreements expected to be in place upon consummation of the Merger. See the section entitled "Debt Financing" on page 116. Consolidated expects that, giving pro forma effect to the Merger and related transactions, including its new incremental term loan facility, as of September 30, 2016, it would have been able to pay aggregate dividends under Consolidated's credit agreement of $350.6 million on the approximately 71.8 million shares of Consolidated common stock expected to be outstanding upon consummation of the Merger.

Consolidated will have a substantial amount of debt outstanding and may incur additional indebtedness in the future, which could restrict Consolidated's ability to pay dividends and fund working capital and planned capital expenditures.

        As of September 30, 2016, Consolidated had $1.4 billion of long-term debt and $17.1 million of capital leases outstanding along with $211.5 million of stockholders' equity. It will incur additional debt in the approximate amount of $935.0 million, which excludes debt discount, in order to complete the Merger and repay and redeem FairPoint's debt. This amount of leverage could have important consequences, including:

•

Consolidated may be required to use a substantial portion of Consolidated's cash flow from operations to make interest payments on Consolidated's debt, which will reduce funds available for operations, future business opportunities and dividends;



•

Consolidated may have limited flexibility to react to changes in Consolidated's business and its industry;



•

it may be more difficult for Consolidated to satisfy its other obligations;



•

Consolidated may have a limited ability to borrow additional funds or to sell assets to raise funds if needed for working capital, capital expenditures, acquisitions, or other purposes;



•

Consolidated may become more vulnerable to general adverse economic and industry conditions, including changes in interest rates; and



•

Consolidated may be at a disadvantage compared to its competitors that have less debt.

        Consolidated currently expects its cash interest expense to be approximately $105.0 million to $110.0 million in fiscal year 2017 assuming consummation of the Merger by September 30, 2017. Future interest expense will be higher than historic interest expense as a result of higher levels of indebtedness

35

---

Table of Contents

incurred to consummate the Merger. Consolidated's ability to make payments on its debt and to pay dividends on its common stock will depend on its ability to generate cash in the future, which will depend on many factors beyond its control. Consolidated cannot assure you that:

•

its business will generate sufficient cash flow from operations to service and repay its debt, pay dividends on its common stock and fund working capital and planned capital expenditures;



•

future borrowings will be available under its credit facilities or any future credit facilities in an amount sufficient to enable it to repay its debt and pay dividends on its common stock; or



•

it will be able to refinance any of its debt on commercially reasonable terms or at all.

        If Consolidated cannot generate sufficient cash from its operations to meet its debt service obligations, Consolidated may need to reduce or delay capital expenditures, the development of its business generally and any acquisitions. If Consolidated becomes unable to meet its debt service and repayment obligations, Consolidated would be in default under the terms of its credit agreement and the indenture governing its senior notes, which would allow its lenders and noteholders to declare all outstanding borrowings to be due and payable. If the amounts outstanding under its credit facilities and senior notes indenture were to be accelerated, Consolidated cannot assure you that its assets would be sufficient to repay in full the money owed.

The opinions obtained by the Consolidated Board and the FairPoint Board from their respective financial advisors do not and will not reflect changes in circumstances after the date of such opinions.

        The Consolidated Board received a written opinion dated December 3, 2016 from its financial advisor that the exchange ratio pursuant to the Merger Agreement was fair, from a financial point of view, to Consolidated, and the FairPoint Board received a written opinion dated December 3, 2016 from its financial advisor that the exchange ratio pursuant to the Merger Agreement was fair, from a financial point of view, to the holders of shares of FairPoint common stock. Each opinion was given as of its date, and based on and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken as set forth in the respective written opinion. Changes in the operations or prospects of Consolidated or FairPoint, general market and economic conditions and other factors that may be beyond the control of Consolidated and FairPoint, and on which the above-described opinions were based, may alter the value of Consolidated or FairPoint or the prices of shares of Consolidated common stock or FairPoint common stock by the time the combination is completed. Consolidated and FairPoint have not obtained, and do not expect to request, updated opinions from their respective financial advisors. Neither of the above-listed opinions speak to any date other than the date of such opinion. For a more complete description of the above-described opinions, please refer to the sections entitled "The Merger—Opinion of Financial Advisor to FairPoint" and "The Merger—Opinion of Financial Advisor to Consolidated" on pages 59 and 74, respectively.

Obtaining required approvals and satisfying closing conditions may delay or prevent completion of the Merger and/or result in the incurrence of additional costs.

        The Merger is currently expected to close by the middle of 2017, assuming that all of the conditions in the Merger Agreement are satisfied or waived. Certain events may delay the completion of the Merger or result in a termination of the Merger Agreement. Some of these events are outside the control of either party. Completion of the Merger is conditioned upon FairPoint's stockholders approving, at the FairPoint special meeting, the FairPoint Merger Proposal and Consolidated's stockholders approving, at the Consolidated special meeting, the Consolidated Stock Issuance Proposal. If the stockholders of FairPoint or Consolidated do not approve these matters at their respective meetings, the Merger will not be consummated. Completion of the Merger is also conditioned upon, among other things, the receipt of certain governmental consents and regulatory approvals of the

36

---

Table of Contents

change in control transaction and/or the guarantee and pledge of stock or assets of certain regulated subsidiaries of FairPoint, including approval by the FCC and the Colorado PUC, the Georgia PSC, the Illinois CC, the Kansas CC, the Maine PUC, the New Hampshire PUC, the New York PSC, the Ohio PUC, the Pennsylvania PUC, the Vermont PSB, the Virginia SCC and filing notices with the Alabama PSC, the Florida PSC, the Massachusetts DPU, the Missouri PSC, the Oklahoma CC and the Washington UTC. Certain other state and municipal franchise authority approvals and notices may also be required in connection with the transfer of control of cable and internet protocol television franchises held by subsidiaries of FairPoint. While Consolidated and FairPoint intend to pursue vigorously all required consents and approvals and do not know of any reason why they would not be able to obtain them in a timely manner, the requirement to obtain these consents and approvals prior to completion of the Merger could jeopardize or delay completion of the Merger, possibly for a significant period of time after FairPoint's stockholders have approved the FairPoint Merger Proposal and Consolidated's stockholders have approved the Consolidated Stock Issuance Proposal. Further, these consents and approvals may impose conditions on or require divestitures relating to the divisions, operations or assets of Consolidated or FairPoint. Such conditions or divestitures may further jeopardize or delay completion of the Merger or may reduce the anticipated benefits of the Merger.

        No assurance can be given that the required consents and approvals will be obtained or that the required conditions to closing will be satisfied. Even if all such consents and approvals are obtained, no assurance can be given as to the terms, conditions and timing of the consents and approvals or that they will satisfy the terms of the Merger Agreement. See the sections entitled "The Merger Agreement—Conditions of the Merger" for a discussion of the conditions to the completion of the Merger, "The Merger Agreement—Commercially Reasonable Efforts to Complete the Merger; Other Agreements" for a discussion of the parties' obligations to cooperate (including certain limitations thereon) with respect to the receipt of such consents and approvals, and "The Merger—Regulatory Approvals Required for the Merger" for a description of the regulatory approvals necessary in connection with the Merger. If the Merger is not completed by September 30, 2017, or such later date determined in accordance with the Merger Agreement, either FairPoint or Consolidated may terminate the Merger Agreement (provided that the party terminating the Merger Agreement has not materially contributed to the failure to fulfill any condition under the Merger Agreement). See the section entitled "The Merger Agreement—Termination of the Merger Agreement; Termination Fees; Expenses" on page 111.

        FairPoint and/or Consolidated may incur significant additional costs and expenses, including those under the Incremental Term Loan Facility being used by Consolidated to partially fund the Merger, in connection with any delay in completing the Merger or the termination of the Merger Agreement, including significant additional transaction costs, including legal, financial advisory, accounting and other costs we have already incurred.

Consolidated will incur transaction, integration and restructuring costs in connection with the Merger.

        Consolidated and FairPoint expect to incur costs associated with transaction fees and other costs related to the Merger. Specifically, Consolidated and FairPoint expect to incur approximately $64.1 million of transaction costs related to the Merger. In addition, Consolidated will incur integration and restructuring costs following the completion of the Merger as it integrates the businesses of FairPoint with those of Consolidated. Although Consolidated expects that the realization of efficiencies related to the integration of the businesses will offset incremental transaction, integration and restructuring costs over time, Consolidated cannot give any assurance that this net benefit will be achieved in the near term or at all.

37

---

Table of Contents

FairPoint's stockholders will have ownership and voting interests in Consolidated after the Merger lower than they did in FairPoint and will exercise less influence over management of Consolidated than they currently exercise over management of FairPoint.

        After the effective time of the Merger, FairPoint's stockholders who receive stock consideration in the Merger will own in the aggregate a significantly smaller percentage of Consolidated than they currently own of FairPoint. Immediately following the Merger, those stockholders are expected to own approximately [•]% of the outstanding shares of Consolidated common stock, based on the number of shares of FairPoint common stock and Consolidated common stock outstanding as of [•], 2017, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus. Consequently, FairPoint's stockholders, as a general matter, will have less influence over the management and policies of Consolidated than they currently exercise over the management and policies of FairPoint.

The shares of Consolidated common stock to be received by FairPoint's stockholders as a result of the Merger will have different rights from the shares of FairPoint common stock.

        FairPoint's stockholders' rights are currently governed by the FairPoint certificate of incorporation and the FairPoint bylaws. FairPoint's stockholders will, upon completion of the Merger, become stockholders of Consolidated, and their rights will be governed by the Consolidated certificate of incorporation and the Consolidated bylaws. See the section entitled "Comparison of Rights of Common Stockholders of FairPoint and Common Stockholders of Consolidated" on page 130.

Certain directors and executive officers of FairPoint may have potential conflicts of interest with respect to the approval of the Merger Agreement.

        Some of FairPoint's directors and executive officers have interests in the Merger that are different from, or in addition to, those of FairPoint's stockholders generally. Consolidated has agreed to elect one director selected from the FairPoint Board and approved by Consolidated (such approval not to be unreasonably conditioned, withheld or delayed) to serve on the Consolidated Board after the consummation of the Merger, and will take all actions necessary to appoint such individual to the Consolidated Board and to cause the authorized size of the Consolidated Board to increase as of immediately following the Merger. Although other FairPoint directors will not become directors of Consolidated after the Merger, Consolidated will indemnify and maintain liability insurance for all of the officers and directors of FairPoint for their services as directors or officers before the Merger. In addition, certain of the executive officers of FairPoint are party to employment agreements that require FairPoint and its successors and assigns to indemnify such officers and entitle each such executive officer to enhanced severance if his or her employment were to terminate following the Merger under specific circumstances. The Merger Agreement also provides that equity awards held by FairPoint executive officers will accelerate and be converted to Consolidated common stock in connection with the Merger. Stock options held by FairPoint's named executive officers are receiving the same treatment as all other outstanding stock options held by FairPoint's employees. See the section entitled "The Merger—Interests of FairPoint Directors and Executive Officers in the Merger" on page 84 for a discussion of these interests.

38

---

Table of Contents

Whether or not the Merger is completed, the pendency of the transaction could cause disruptions in the businesses of FairPoint and Consolidated, which could have an adverse effect on their businesses and financial results.

        The pendency of the Merger could cause disruptions in the businesses of FairPoint and Consolidated, including, but not limited to, the following:

•

current and prospective employees may experience uncertainty about their future roles with the combined company or consider other employment alternatives, which might adversely affect FairPoint's and Consolidated's ability to retain or attract key managers and other employees;



•

current and prospective customers of FairPoint or Consolidated may experience variations in levels of services as the companies prepare for integration or may anticipate change in how they are served and may, as a result, choose to discontinue their service with either company or choose another provider; and



•

the attention of management of each of FairPoint and Consolidated may be diverted from the operation of the businesses toward the completion of the Merger.

The unaudited pro forma financial statements are presented for illustrative purposes only and should not be viewed as a forecast of Consolidated's financial condition or results of operations following the Merger.

        The unaudited pro forma financial statements have been derived from the historical financial statements of Consolidated and FairPoint and certain adjustments and assumptions have been made regarding Consolidated after giving effect to the Merger. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the unaudited pro forma financial statements do not reflect all costs that are expected to be incurred or savings to be achieved by Consolidated in connection with the Merger. For example, neither the impact of any incremental costs incurred in integrating the two companies, nor any potential cost savings is reflected in the unaudited pro forma financial statements. As a result, the actual financial condition and results of operations of Consolidated following the Merger will likely not be consistent with, or evident from, these unaudited pro forma financial statements. In addition, the assumptions used in preparing the unaudited pro forma financial information may not prove to be accurate, and other factors may affect Consolidated's financial conditions or results of operations following the Merger. Therefore, stockholders of Consolidated and stockholders of FairPoint should not place undue reliance on the pro forma financial statements when deciding whether to vote for their respective proposals relating to the Merger. See the section entitled "Summary Unaudited Pro Forma Condensed Combined Financial Information" on page 29.

Any delay in the completion of the Merger may significantly reduce the benefits expected to be obtained from the Merger or could adversely affect the market price of Consolidated or FairPoint common stock or their future business and financial results.

        In addition to the required regulatory clearances and approvals, the Merger is subject to a number of other conditions, including approvals of Consolidated's stockholders and FairPoint's stockholders, that are beyond the control of Consolidated and FairPoint and that may prevent, delay or otherwise materially and adversely affect completion of the Merger. Consolidated and FairPoint cannot predict whether and when these other conditions will be satisfied.

39

---

Table of Contents

Completion of the Merger, the failure to complete the Merger and delays completing the Merger could result in a significant adverse change in the market price of the Consolidated and/or FairPoint common stock.

        Failure to complete the Merger would prevent Consolidated and FairPoint from realizing the anticipated benefits of the Merger. Each company would also remain liable for significant transaction costs, including legal, accounting and financial advisory fees. Any delay in completing the Merger may significantly reduce the synergies and other benefits that Consolidated expects to achieve if it successfully completes the Merger within the expected timeframe and integrates the businesses. In addition, the market price of each company's common stock may reflect various market assumptions as to whether and when the Merger will be completed. Consequently, the completion of, the failure to complete, or any delay in the completion of the Merger could result in a significant adverse change in the market price of Consolidated and/or FairPoint common stock, particularly to the extent that the current market price reflects a market assumption that the Merger will be completed.

        A failed transaction may result in negative publicity and a negative impression of Consolidated and/or FairPoint in the investment community. Further, any disruptions to either parties' business resulting from the announcement and pendency of the Merger, including any adverse changes in our relationships with their respective customers, suppliers and employees, could continue or accelerate in the event of a failed transaction. In addition, if the Merger is not completed, Consolidated or FairPoint may be required to pay a termination fee of $18.9 million under certain circumstances set forth in the Merger Agreement.

        In addition, Consolidated and FairPoint have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transition costs in connection with the Merger. Each of the parties will be required to pay such costs relating to the transaction whether or not the Merger is consummated.

40

---

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus, and the documents to which this joint proxy statement/prospectus refers, contain forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Any statements contained in this joint proxy statement/prospectus, or in the documents incorporated by reference herein, that are not statements of historical fact, including statements about Consolidated's and/or FairPoint's beliefs and expectations, are forward-looking statements and should be evaluated as such.

        Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "expect", "intend", "plan", "may", "estimate", "target", "project", "should", "will", "can", "likely", similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are subject to numerous risks and uncertainties. Such forward-looking statements reflect, among other things, Consolidated's and/or FairPoint's current expectations, plans, strategies and anticipated financial results and involve a number of known and unknown risks, uncertainties, and factors that may cause Consolidated's and/or FairPoint's actual results to differ materially from those expressed or implied by these forward-looking statements. These risks, uncertainties and factors include, but are not limited to, the following:

•

Consolidated's and FairPoint's ability to complete the Merger;



•

Consolidated's ability to successfully integrate FairPoint's operations and to realize the synergies from the acquisition;



•

failure of FairPoint's stockholders to approve the FairPoint Merger Proposal;



•

failure of Consolidated's stockholders to approve the Consolidated Stock Issuance Proposal;



•

failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory approvals;



•

various risks to stockholders of not receiving dividends;



•

risks to Consolidated's ability to pursue growth opportunities if Consolidated continues to pay dividends according to its current dividend policy;



•

the price and volatility of Consolidated common stock;



•

the substantial amount of Consolidated's debt and Consolidated's ability to incur additional debt in the future;



•

Consolidated's need for a significant amount of cash to service and repay its debt and to pay dividends on its common stock;



•

restrictions contained in Consolidated's debt agreements that limit the discretion of management in operating the business;



•

Consolidated's ability to refinance its existing debt as necessary and interest rate risk associated with variable-rate debt;



•

FairPoint's cash-flow dependency and capital commitment to maintain and upgrade operations;



•

rapid development and introduction of new technologies in the telecommunications industry;



•

intense competition in the telecommunications industry;



•

substantial and increasing content costs;



•

unanticipated higher capital spending for, or delays in, the deployment of new technologies, and the pricing and availability of equipment, materials and inventories;

41

---

Table of Contents

•

risks associated with Consolidated's possible pursuit of further acquisitions;



•

economic conditions in the Consolidated and FairPoint service areas;



•

costs associated with protection of owned intellectual property rights and pursuit of potential infringement by third parties;



•

system failures;



•

losses of large customers, wireless partnerships, government contracts, receipt of governmental funds, or certifications;



•

losses of large numbers of customers, or an inability to secure new customers at the pace and cost at which they have previously been secured;



•

risks associated with the rights-of-way for the network;



•

disruptions in the relationships with third party vendors;



•

negotiations of collective bargaining agreements with employees;



•

losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future;



•

changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services;



•

telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of Consolidated's or FairPoint's network;



•

high costs of regulatory compliance;



•

the cost and competitive impact of legislation and regulatory changes in the telecommunications industry;



•

maintenance of data security;



•

significant costs associated with lawsuits and regulatory inquiries;



•

liability and compliance costs regarding environmental regulations; and



•

risks to the Merger and the surviving company related to litigation in which Consolidated and FairPoint are or may become involved.

        These and other uncertainties related to the businesses of Consolidated and FairPoint are described in greater detail in the section entitled "Risk Factors Relating to the Merger" on page 34 and in the filings of Consolidated and of FairPoint with the SEC, including Consolidated's and FairPoint's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. See the section entitled "Where You Can Find More Information" on page 150. Many of these risks are beyond each of Consolidated's and FairPoint's management's ability to control or predict. All forward-looking statements attributable to Consolidated, FairPoint or persons acting on behalf of them are expressly qualified in their entirety by the cautionary statements contained, and risk factors identified, in this joint proxy statement/prospectus and the companies' filings with the SEC. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, neither Consolidated nor FairPoint undertakes any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

42

---

Table of Contents

THE MERGER

The Companies

Consolidated

        Consolidated, a Delaware holding company, together with its operating subsidiaries, is based in Mattoon, Illinois and is a leading business and broadband communications provider throughout its 11-state service area. Consolidated was founded in 1894 as the Mattoon Telephone Company by the great-grandfather of one of the members of the Consolidated Board, Richard A. Lumpkin. After several acquisitions, the Mattoon Telephone Company was incorporated as the Illinois Consolidated Telephone Company ("ICTC") on April 10, 1924. Consolidated was incorporated under the laws of Delaware in 2002, and, through its predecessors, Consolidated has provided telecommunications services for more than a century. Through strategic acquisitions over the last decade, Consolidated has grown its business, diversified its revenue and cash flow streams and created a strong platform for future growth. Consolidated's strategic approach in evaluating potential transactions include analysis of the market, the quality of the network, Consolidated's ability to integrate the acquired company efficiently, the potential for creating significant operating synergies and a positive cash flow at the inception of each acquisition. The operating synergies are created through the use of consistent platforms, convergence of processes and functional management of the combined entities. Consolidated measures its synergies during the first two years following an acquisition. For example, the acquisition of Consolidated's Texas properties in 2004 tripled the size of Consolidated's business and gave Consolidated the requisite scale to make system and platform decisions that would facilitate future acquisitions. For the acquisition of Consolidated's Pennsylvania properties in 2007, Consolidated achieved synergies in excess of $12.0 million in annualized savings, which at the time, represented about 20% of its operating expense. For Consolidated's acquisition of SureWest Communications in 2012, Consolidated achieved synergies in excess of 10% more than the originally projected amount of $25.0 million. For Consolidated's acquisition of Enventis Corporation in October 2014, Consolidated achieved annual operating synergies of approximately $17.0 million, which exceeded the original estimate in excess of 20%. Consolidated has positioned its business to provide services in both rural and suburban markets with service territories spanning the country.

        Consolidated leverages its advanced fiber optic network and multiple data centers to provide reliable, high-quality communication solutions including: high-speed internet, digital TV, data, phone, managed services, a comprehensive suite of cloud services and wireless backhaul. Consolidated is dedicated to turning technology into solutions, connecting people and enriching how its customers work and live.

FairPoint

        FairPoint, a Delaware corporation, provides advanced data, voice and video technologies to single and multi-site businesses, public and private institutions, consumers, wireless companies and wholesale re-sellers in 17 states. Leveraging an owned, fiber-based Ethernet network—with more than 21,000 route miles of fiber, including approximately 17,000 route miles of fiber in northern New England—FairPoint has the network coverage, scalable bandwidth and transport capacity to support enhanced applications, including the next generation of mobile and cloud-based communications, such as small cell wireless backhaul technology, voice over IP, data center colocation services, managed services and disaster recovery.

Falcon Merger Sub, Inc.

        Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Consolidated. It was incorporated on December 1, 2016 solely for the purpose of effecting the Merger with FairPoint, pursuant to the Merger Agreement.

43

---

Table of Contents

Background of the Merger

        Early in 2015, Paul Sunu, President and Chief Executive Officer of FairPoint, engaged in discussions with representatives of a number of industry players, including Consolidated. These discussions related to the possibility of pursuing various transactions that could be transformative for FairPoint, including acquisitions and joint ventures. The parties expressed varying levels of interest, but no party was prepared to pursue formal discussions at that time.

        On May 13, 2015, Mr. Sunu attended a dinner meeting with representatives of another industry player ("Party [A]"), along with FairPoint Board member Michael Robinson, to discuss a potential transaction. The representatives conveyed that they would not be in a position to consider any transaction in the near term.

        On May 21, 2015, Mr. Sunu attended a dinner meeting with Bob Currey, Executive Chairman, and Bob Udell, President and Chief Executive Officer of Consolidated, in Chicago, Illinois. Mr. Currey and Mr. Udell indicated that they would be interested in considering a transaction. Mr. Currey and Mr. Udell also noted that if a transaction were to move forward, the consideration would likely consist mostly of stock, with some cash consideration.

        On May 26, 2015, Mr. Sunu met with a representative of another industry player ("Party [B]"), in New York, New York. The representative indicated a certain level of interest in considering a transaction.

        At a meeting held on May 27, 2015, the FairPoint Board determined that it would be in the best interest of FairPoint and its stockholders to explore transformative transactions for the company (sale or purchase) by working with an advisor. The FairPoint Board selected Evercore to work with management to review strategic alternatives.

        FairPoint's regular outside counsel Paul Hastings LLP ("Paul Hastings") was asked to assist in this process, including by advising the FairPoint Board on matters such as the FairPoint Board's fiduciary duty obligations with respect to potential transactions.

        On June 9, 2015, Mr. Sunu had a telephone conversation with Mr. Currey where Mr. Currey guided Mr. Sunu to work directly with Mr. Udell. On June 12, 2015, the FairPoint Board (except Mr. Gingold and Mr. Mahoney) met telephonically for an update regarding the various strategic transaction discussions. Members of FairPoint's management team were also in attendance. On June 19, 2015, Mr. Sunu met with a representative of Party [B], who concluded there could be value to discussing a potential transaction and indicated that Party [B] would be willing to engage investment bankers to assist in any discussions.

        On June 20, 2015, Mr. Sunu and Mr. Udell met and agreed to pursue further discussions to explore the opportunity.

        On June 23, 2015, the FairPoint Board, except Mr. Austin, met telephonically for an update regarding the various strategic transaction discussions. Members of FairPoint's management team and representatives of Evercore were also in attendance. Representatives of Evercore provided an updated review of potential strategic alternatives and next steps.

        On July 1, 2015, Mr. Sunu met with a representative of one of the potential strategic partners, with whom he had met in early 2015 ("Party [D]"), in New York to discuss potential merger opportunities.

        On July 14, 2015, Mr. Sunu met with representatives of Party [B] in New York. They agreed to hold an additional meeting within the next week.

        On July 15, 2015, Mr. Sunu met with a representative of one of the potential strategic partners Mr. Sunu had met with in early 2015 ("Party [C]"), in Charlotte, North Carolina. The representative indicated to Mr. Sunu that Party [C] did not think it was the right time to consider a transaction.

44

---

Table of Contents

        Also on July 15, 2015, FairPoint entered into a non-disclosure agreement with Consolidated.

        On July 16, 2015, the FairPoint Board met telephonically for an update regarding the various strategic transaction discussions. Members of FairPoint's management team and representatives of Evercore were also in attendance. Representatives of Evercore provided an updated review of potential strategic alternatives and industry developments since the last meeting of the FairPoint Board. Representatives of Evercore and Mr. Sunu reported on the schedule of proposed meetings and conversations to take place over the next several weeks, noting that FairPoint would enter into confidentiality agreements before those meetings as appropriate. Representatives of Evercore then provided the FairPoint Board with a review of a presentation to be used in future meetings with potential strategic partners.

        On July 17, 2015, Mr. Sunu met with representatives of Party [D], communicating FairPoint's interest in a potential transaction. They noted that they were willing to engage in discussions to determine if any transaction was feasible. They also discussed entering into a non-disclosure agreement so that the parties could begin to share information.

        On July 20, 2015, Mr. Sunu met with Mr. Udell and Steve Childers, the Chief Financial Officer of Consolidated, in Chicago, Illinois. Mr. Sunu, Ajay Sabherwal, then Chief Financial Officer of FairPoint, Karen Turner, then Senior Vice President, Strategy and Business Support of FairPoint, and representatives of Evercore made a presentation regarding FairPoint and suggested as a next step that Consolidated should consider delivering an indication of interest for consideration by FairPoint.

        On July 22, 2015, Mr. Sunu met with representatives of Party [B], along with representatives of their financial advisors. Mr. Sunu, Mr. Sabherwal, Ms. Turner, Shirley Linn, then General Counsel of FairPoint, and representatives of Evercore made a presentation regarding FairPoint. They asked for an opportunity to review the materials in detail and create a model, and follow up with questions at a later date. Party [B] indicated that they were considering a range of alternatives to engage in a transaction with FairPoint.

        On July 27, 2015, Mr. Sunu had a telephone conversation with Mr. Udell, where Mr. Udell indicated that FairPoint's and Consolidated's strategies were more aligned than he initially had thought. Mr. Udell said that he would like to continue to explore a potential transaction, and they discussed organizing joint meetings of subject matter experts from both entities. Mr. Udell told Mr. Sunu that Consolidated would be engaging Morgan Stanley in connection with the discussions and suggested that Morgan Stanley and Evercore coordinate a meeting between the parties. Evercore and Morgan Stanley coordinated and facilitated the sharing of information in advance of the August 4, 2015 meeting.

        On July 31, 2015, Mr. Sunu and a representative of Party [B] spoke by telephone. On the call, the representative indicated that a total acquisition of FairPoint would be difficult, but indicated considering other business transactions with FairPoint.

        On August 4, 2015, Steve Shirar, the Chief Information Officer and Corporate Secretary of Consolidated, Tom White, the Chief Technology Officer of Consolidated, and Michael Smith, the Chief Marketing Officer of Consolidated, met with Tony Tomae, FairPoint's Chief Revenue Officer, Mr. Sabherwal, John Lunny, FairPoint's Chief Technology Officer, and Ms. Turner. Also in attendance were representatives from Morgan Stanley and Evercore. FairPoint's representatives provided an overview of FairPoint, after which there were breakout sessions to discuss FairPoint's revenue and technology.

        On August 31, 2015, Mr. Sunu and members of FairPoint's management team met with representatives of one of the potential strategic partners with whom Mr. Sunu had met in early 2015 ("Party [E]"), to discuss operational issues. Subsequently, the CEO of Party [E] called Mr. Sunu to express interest in evaluating a potential combination between the two companies. Party [E]'s CEO and Mr. Sunu agreed to a future meeting.

45

---

Table of Contents

        On September 3, 2015, Mr. Sunu met with a representative of Party [E] to discuss the possibility of a transaction.

        On September 14, 2015, Mr. Sunu, Mr. Sabherwal and Ms. Turner met with representatives of Consolidated in Charlotte, North Carolina and provided a financial review of FairPoint.

        On September 23, 2015, Mr. Sunu, Mr. Sabherwal, Mr. Tomae and Ms. Turner met with representatives of Party [E] to discuss a potential combination between the two companies. Both companies presented an overview of their organizations, operations, technology, and financials.

        On September 24, 2015, Mr. Sunu spoke with a representative of Party [E] by telephone and was informed that they were not planning on moving forward with a transaction at that time.

        On October 1, 2015, Mr. Sunu met with Mr. Udell in Charlotte. Mr. Udell indicated that Consolidated would evaluate the transaction over the next month and present information regarding a potential transaction to the Consolidated Board.

        On October 6, 2015, Mr. Sunu spoke with a representative of Party [D] by phone and was informed that they were not planning on moving forward with a transaction at that time.

        On October 7, 2015, Mr. Sunu followed up with a representative of Party [E] to discuss reconsideration of a potential transaction between the two companies.

        On October 8, 2015, FairPoint received a letter of interest from Consolidated. The letter of interest did not indicate a price but stated it would be at a modest premium to the then trading value for 100% of the outstanding shares of FairPoint stock. The letter stated that Consolidated would consider providing consideration in cash for up to 25% of the purchase price with the remainder in common stock, which would result in FairPoint's stockholders owning approximately 25 to 30% of the equity of Consolidated.

        On October 8, 2015, the FairPoint Board met telephonically with representatives from Evercore and members of FairPoint's management team. At the meeting, representatives of Evercore updated the FairPoint Board regarding different potential strategic alternatives, including a potential transaction with Consolidated as well as other options, based on share price performance.

        On October 14, 2015, Mr. Sunu spoke with a representative of Party [E] by telephone who indicated that it would not be feasible to move forward with a transaction at that time.

        On October 19, 2015, Mr. Sunu, Mr. Sabherwal, Mr., Tomae, Ms. Turner and representatives from Evercore met with representatives of Consolidated and Morgan Stanley in Chicago, Illinois to further discuss a potential transaction. FairPoint's management presented a detailed overview of sales and marketing and financial areas. Consolidated's management presented an overview of its strategy, operations, financial outlook and initial thoughts on the transaction.

        On October 23, 2015, Mr. Udell and Mr. Sunu met in Washington, D.C. They discussed the parameters for and potential market reaction to a transaction and potential terms and agreed that their respective financial advisors could discuss concepts to arrive at mutually agreeable terms.

        On October 27, 2015, the FairPoint Board met telephonically with representatives from Evercore and representatives of FairPoint's management team. At the meeting, representatives of Evercore discussed the transaction strategy and Consolidated's history and provided an overview of a potential combination with Consolidated.

        On November 7, 2015, representatives of Morgan Stanley verbally communicated key terms of Consolidated's potential second letter of interest to representatives of Evercore.

        On November 9, 2015, FairPoint received a second letter of interest from Consolidated, proposing that Consolidated acquire 100% of the outstanding common stock of FairPoint for total consideration

46

---

Table of Contents

of $19.00 per share. The consideration would take the form of a cash component of $4.75 per share (or 25% of the total consideration) and the remainder would be paid in Consolidated common stock based on an exchange ratio of 0.6718 of a Consolidated share for every one share of FairPoint. The transaction would result in FairPoint's stockholders owning 26.7% of the equity in Consolidated. FairPoint's stockholders would also receive the opportunity to nominate one director to the Consolidated Board, subject to a mutually agreeable selection mechanism. The transaction would be financed by a combination of secured and unsecured debt. Also on November 9, 2015, the FairPoint Board met with representatives of Paul Hastings and Evercore to discuss the second letter of interest from Consolidated. At the meeting, Evercore presented the key terms of the offer and reviewed the potential transaction.

        On November 10, 2015, representatives of Evercore called representatives of Morgan Stanley to discuss FairPoint's potential counter proposal to Consolidated's second letter of interest. On the same day, at the direction of the FairPoint Board, Evercore sent a written counter proposal to Mr. Udell, Mr. Childers and representatives of Morgan Stanley. FairPoint proposed that Consolidated acquire 100% of the outstanding common stock of FairPoint for total consideration of $21.50 per share. The consideration would take the form of a cash component of $5.38 per share (or 25% of the total consideration) and the remainder in the form of newly issued common stock of Consolidated using a 0.7792x exchange ratio (based on Consolidated's 30-day VWAP of $20.69 as of November 10, 2015), representing $16.12 per share. The transaction would result in FairPoint's stockholders owning 29.7% of the equity in Consolidated. Additionally, FairPoint's stockholders would receive the opportunity to nominate two directors to the Consolidated Board, subject to a mutually agreeable selection mechanism. FairPoint also proposed that there would be neither financing conditions nor an exclusivity period. No other material changes were proposed in the counter proposal.

        On November 17, 2015, Ms. Linn, representatives of Paul Hastings and representatives of Schiff Hardin LLP, Consolidated's legal counsel ("Schiff Hardin"), met via telephone conference to discuss beginning the legal due diligence process.

        On November 19, 2015, representatives of Consolidated's and FairPoint's management teams met in Manchester, New Hampshire to conduct operational due diligence. Concurrently, on November 19 and 20, 2015, members of Consolidated's and FairPoint's management teams met in Charlotte to cover additional diligence areas.

        On November 20, 2015, Schiff Hardin provided an initial draft of the merger agreement. The initial draft of the merger agreement contemplated consideration of $19.00 per share, payable in a combination of cash and stock, and a termination fee of $25,000,000 payable by FairPoint in the event that the transaction did not close.

        On November 23, 2015, representatives of Consolidated's and FairPoint's management teams met in Manchester to conduct additional due diligence.

        Beginning on November 24, 2015 and continuing until December 9, 2015, FairPoint, Consolidated, and their advisors took part in calls to discuss various due diligence items. On November 27, 2015, FairPoint provided access to a data room to Consolidated and its advisors.

        On November 27, 2015, representatives of Paul Hastings provided extensive comments to the initial draft of the merger agreement, including additional representations and warranties and covenants of Consolidated and a reverse termination fee payable by Consolidated and a reduction of the termination fee payable by FairPoint to 2% of the value of the transaction.

        On November 28, 2015, Mr. Udell and Mr. Sunu spoke by phone. Mr. Udell updated Mr. Sunu on the progress of the financing for the transaction, noting that current capital market conditions were not favorable. On December 1, 2015, Mr. Udell called Mr. Sunu to schedule a meeting with their respective financial advisors in Charlotte. The meeting was scheduled for December 15, 2015.

47

---

Table of Contents

        On December 4, 2015, representatives of Consolidated, FairPoint, Evercore, and Morgan Stanley met in Conroe, TX, to conduct FairPoint's reverse diligence on Consolidated's ILEC operations.

        On December 7, 2015, representatives of Consolidated, FairPoint, Evercore, and Morgan Stanley met in Kansas City to conduct FairPoint's reverse diligence on Consolidated's CLEC operations.

        On December 15, 2015, Mr. Udell, Mr. Childers, Mr. Sunu and Mr. Sabherwal met in Charlotte, North Carolina, along with representatives from Morgan Stanley and Evercore, to discuss the financing structure for a potential transaction that contemplated 100% stock consideration. At the meeting, Consolidated indicated that financing market conditions were not favorable and indicated it would have to defer the transaction until conditions improved. However, the parties agreed to work on the merger agreement.

        On December 16, 2015, the FairPoint Board met with representatives of Evercore telephonically. At the meeting, Evercore provided an update on the meeting held on December 15, 2015 and reviewed the financial terms of the potential combination reflecting the revised transaction consideration.

        On December 22, 2015, Mr. Sunu called a representative of Party [C] to notify him that FairPoint was planning to submit a letter of interest to purchase Party [C]. On December 22, 2015, FairPoint provided a confidential, non-binding letter of interest to Party [C]. The non-binding letter of interest contemplated a purchase of Party [C] by FairPoint.

        On December 23, 2015, representatives of Schiff Hardin provided a revised draft of the merger agreement to representatives of Paul Hastings and FairPoint. The revised draft accepted few of the requested changes and eliminated most of the additional representations, warranties and covenants of Consolidated proposed in the last draft circulated by Paul Hastings, as well as the revisions to the "deal protection" provisions, including deletion of the reverse termination fee payable by Consolidated and an increase of the termination fee payable by FairPoint from 2% to 3.5% of the transaction value.

        On December 30, 2015, representatives of Paul Hastings communicated with representatives of Schiff Hardin by email to outline certain issues presented by the current draft of the merger agreement. Schiff Hardin's representatives responded that they had been directed by Consolidated not to continue to try to work through the issues as Consolidated did not see a transaction as a possibility at that time in light of adverse conditions in the capital markets. Consolidated then confirmed to FairPoint that discussions were terminated.

        On January 8, 2016, Mr. Sunu had a telephone conversation with a representative of Party [C]. The representative indicated that FairPoint's letter had been discussed with the senior management team, the Chairman and the board of directors of Party [C]. Party [C] had also engaged an investment bank and legal counsel in connection with the proposed transaction. The representative indicated that although the offer set forth in the letter was not compelling as drafted, Party [C] would like for the respective advisors to discuss the proposed structure and other potential deal terms in order to present the potential transaction to Party [C]'s board of directors. Mr. Sunu noted that the proposal was based on public information that was initially available, and that FairPoint would be open to adjusting the proposal with additional information.

        On January 14, 2016, Mr. Sunu had a telephone conversation with a representative of Party [C], in which that representative noted that it was advisable to connect the companies' respective financial advisors and confirmed that the purpose of the meeting was to gain a better understanding of FairPoint's plan with respect to the structure of a potential transaction. Mr. Sunu told the representative that he would instruct Evercore to reach out to Party [C]'s financial advisor to schedule a meeting. After this discussion, Mr. Sunu relayed the contents of the conversation to the FairPoint Board.

48

---

Table of Contents

        On January 20, 2016, Evercore discussed the transaction with Party [C]'s financial advisor. Party [C]'s financial advisor indicated it would discuss the transaction with Party [C]'s management team and board of directors.

        On February 9, 2016, the FairPoint Board met with representatives of Evercore telephonically. At the meeting, Evercore provided an update on the process, market conditions and FairPoint's potential strategic alternatives, including a potential transaction with Consolidated.

        On February 29, 2016, Mr. Sunu had a telephone conversation with a representative of Party [C]. Party [C]'s representative indicated that the timing was not right for them to engage in discussions.

        In April 2016, the FairPoint Board decided to schedule a series of meetings to review all acquisition alternatives available to FairPoint. On April 11, 2016, the FairPoint Board met with representatives of Evercore telephonically. At the meeting, Evercore presented an overview of the acquisition alternatives for FairPoint, and an update on potential buyers. Evercore presented these opportunities to the FairPoint Board again on April 20, 2016.

        On May 2, 2016, Mr. Horowitz, Chairman of the FairPoint Board, Peter D. Aquino, another member of the FairPoint Board, and the Chairman of the board of directors of Party [C] met to discuss a potential transaction between FairPoint and Party [C].

        On May 5, 2016, the FairPoint Board met with representatives of Evercore telephonically. At the meeting, Evercore reviewed certain possible acquisition alternatives.

        On May 9, 2016, Mr. Sunu called another industry player ("Party [F]"), to discuss the possibility of a strategic transaction. The parties agreed to execute a non-disclosure agreement to allow further discussion, which was executed on May 13, 2016.

        On May 15, 2016, Mr. Sunu discussed setting a face to face meeting with Party [F] and sharing information in advance of that meeting. The meeting date was set for May 23, 2016 and information was provided by the parties as suggested.

        On May 16, 2016, the FairPoint Board met telephonically with representatives of Evercore and members of FairPoint's management team. Evercore provided an update on FairPoint's potential strategic alternatives.

        On May 23, 2016, Mr. Sunu, Mr. Sabherwal, Ms. Turner, and representatives of Evercore met with representatives of Party [F] to review an overview of the company and forecasts.

        On May 27, 2016, Mr. Sunu initiated a call with a representative of another industry player ("Party [G]") to discuss the possibility of a strategic transaction and it was agreed that parties would meet on June 15, 2016.

        On June 3, 2016, FairPoint and Party [G] executed a non-disclosure agreement.

        On June 13, 2016, a representative of Party [F] met with Mr. Sunu in Charlotte to update status and discuss another in-person meeting for additional due diligence.

        On June 15, 2016, Mr. Sunu, Ms. Turner, Mr. Lunny and Mr. Sabherwal and representatives of Evercore attended a meeting with Party [G] representatives and shared an overview and strategy for the respective companies.

        On July 8, 2016, the FairPoint Board met telephonically with representatives of Evercore and members of FairPoint's management team. Evercore provided an update on FairPoint's potential strategic alternatives, including a potential transaction with Consolidated. However, Evercore noted in their presentation that there had been no new developments with respect to a potential transaction with Consolidated since December 2015. The representatives from Evercore noted that they would contact Mr. Udell to determine Consolidated's continuing interest in a potential transaction.

49

---

Table of Contents

        On July 15, 2016, Mr. Sunu sent a letter of interest to Party [G] outlining a proposal for an acquisition by FairPoint.

        On July 15, 2016, Mr. Sunu met with representatives of Party [F] to discuss network and engineering diligence.

        On July 22, 2016, the FairPoint Board met telephonically with representatives of Evercore and members of FairPoint's management team. Evercore provided an update regarding a potential transaction with Consolidated, updating its previous presentation to reflect changes to the VWAP and other factors since the November 9, 2015 letter of interest.

        On August 1, 2016, Party [G] informed Mr. Sunu that, after consideration, they did not have interest in the proposed transaction.

        On August 9, 2016, Mr. Udell called Mr. Sunu to re-engage in discussing a potential transaction.

        Also on August 9, 2016, Mr. Sunu discussed status with Party [F] and was informed that the timing of a potential transaction would be delayed due to an initiative being undertaken by Party [F]. FairPoint decided to defer further diligence until a later date.

        On August 15, 2016, the FairPoint Board met with representatives of Evercore and representatives of FairPoint's management team. Evercore provided an update on FairPoint's potential strategic alternatives, including a brief update on the potential transaction with Consolidated. They noted that Evercore and Mr. Sunu had both independently spoken with Mr. Udell on August 9, 2016, and that Consolidated would like to re-engage in discussing a potential transaction and suggested potentially meeting in mid to late September.

        On August 16, 2016, Mr. Udell called Mr. Sunu and offered to come to Charlotte for a meeting on September 12, 2016 with Mr. Sunu and Karen Turner, who had become FairPoint's Chief Financial Officer in mid-2016.

        On August 17, 2016, Mr. Sunu sent a letter of interest to representatives of another industry player ("Party [H]") outlining a transaction whereby FairPoint would merge with Party [H] in a stock transaction.

        On August 19, 2016, FairPoint and Consolidated entered into an updated non-disclosure agreement, as the previously executed non-disclosure agreement between the parties had expired.

        On August 23, 2016, Mr. Edward Horowitz met telephonically with a representative of Party [H], who indicated that certain shareholders would prefer all or more cash for the transaction. The parties discussed entering into a non-disclosure agreement.

        On September 12, 2016, there was a meeting between the parties in Charlotte, North Carolina. Mr. Udell, Mr. Childers, and Matt Smith, Consolidated's Vice President of Finance and Treasurer, attended on behalf of Consolidated and Mr. Sunu and Ms. Turner attended on behalf of FairPoint. Also in attendance were representatives of Evercore. FairPoint provided the representatives of Consolidated certain updated information requested by them regarding the performance of FairPoint. After the presentation, Consolidated indicated that they were focused on completing a refinancing of indebtedness in order to gain greater flexibility for transactions like the proposed acquisition. They said that they would be focusing on the refinancing for the month of September, and that they would evaluate moving forward with FairPoint after the refinancing was completed.

        On September 26, 2016, Mr. Udell called Mr. Sunu to inform him that he would like to propose a mutually suitable transaction but required additional information. It was agreed to work through financial advisors to communicate the required information. Mr. Udell indicated that he wanted to present a construct for this transaction at the October meeting of the Consolidated Board. Mr. Udell and Mr. Sunu discussed the state of the transaction documents noting that while the documents were

50

---

Table of Contents

prepared, the comments provided by FairPoint on the draft merger agreement in December 2015 had not yet been addressed.

        On October 7, 2016, Mr. Udell called Mr. Sunu to ask for additional due diligence information around FairPoint's network. Mr. Udell stated that they expected to provide a revised draft agreement by the end of the week. Mr. Sunu expressed that it would be essential to get an understanding of the major terms and value, which Mr. Udell said Consolidated was not yet prepared to provide. Mr. Sunu and Mr. Udell then discussed the extent and process around fulfilling requested due diligence information. On October 8, 2016, FairPoint provided Consolidated access to a data room.

        Beginning on October 11, 2016 and continuing until October 26, 2016, FairPoint, Consolidated, and their representatives took part in calls to discuss various due diligence items.

        On October 13, 2016, Schiff Hardin provided an updated draft of the merger agreement by email to Mr. Metge. The draft was substantially similar to the draft circulated by Schiff Hardin on December 23, 2015, except there were no terms related to price and the consideration would be paid in the form of 100% Consolidated common stock, and the draft also noted that Consolidated would require that FairPoint maintain a minimum amount of cash at the closing of the transaction.

        On October 14, 2016, the FairPoint Board met telephonically with representatives of Evercore and representatives of FairPoint's management team. Evercore provided an update on FairPoint's potential strategic alternatives, including a potential transaction with Consolidated. Representatives of Evercore informed the FairPoint Board that the due diligence process with Consolidated was underway, and that diligence calls for certain topics were held on October 13 and 14, 2016. They noted that the Consolidated team was focused on updating its analysis of the potential transaction to present to the Consolidated Board on October 31, 2016.

        On October 17 and 26, 2016, representatives of FairPoint, Consolidated, Paul Hastings and Schiff Hardin met via telephone conference to discuss outstanding issues on the merger agreement, including a revised draft circulated by Paul Hastings on October 21, 2016. The discussions included proposals with respect to the treatment of FairPoint's warrants and FairPoint's stock-based awards, price protections, the financial provisions of the merger agreement, which the parties agreed remained open for further discussion, and the reverse termination fees and fiduciary out provisions.

        On October 20, 2016, FairPoint and Party [H] executed a non-disclosure agreement.

        On October 21, 2016, representatives of Paul Hastings provided a revised draft of the merger agreement to Schiff Hardin's representatives. The revised draft re-incorporated certain reciprocal representations, warranties and covenants in light of the "stock-for-stock" nature of the transaction and a reverse termination fee payable by Consolidated. The revisions included an additional provision regarding alternative financing and noted that the parties would need to discuss appropriate price protections and the addition of the minimum cash requirement. It was also noted that a termination fee within a range of 3 to 3.5% of deal value would be acceptable to FairPoint, subject to acceptance by Consolidated of a reverse termination fee payable by Consolidated, at an amount to be discussed by the parties.

        On November 4, 2016, Mr. Sunu and Mr. Udell met in Charlotte, North Carolina. Mr. Udell informed Mr. Sunu that he had presented the proposed transaction to the Consolidated Board. He noted that, while there was more work to be done, Consolidated would like to put forward an offer of $18.00 per share. Mr. Udell and Mr. Sunu discussed converting the $18.00 per share offer into an agreed exchange ratio as opposed to a fixed price per share. Mr. Udell indicated that he would consider moving to an exchange ratio, and Mr. Sunu proposed a range for the exchange ratio. Mr. Sunu suggested to Mr. Udell that he would follow up after the November 7, 2016 FairPoint Board meeting.

51

---

Table of Contents

        Also on November 4, 2016, Consolidated provided a letter of interest updating their proposal for the proposed transaction. The updated offer price was $18.00 per share, to be paid entirely in Consolidated common stock, subject to a fixed exchange ratio which would be determined closer to announcement. Based on then current market prices, the proposal would result in FairPoint's stockholders owning 29.4% of the outstanding Consolidated common stock. The letter provided that FairPoint would be entitled to appoint one member of the Consolidated Board. The proposed letter of interest included Consolidated assuming and refinancing FairPoint debt and the transaction would not be subject to a financing condition. Consolidated was targeting the week of November 21, 2016 for announcement of the transaction.

        On November 7, 2016, the FairPoint Board met telephonically with representatives of Evercore and Paul Hastings, as well as Ms. Turner, Mr. Metge, and Garrett Van Osdell, Vice President and Deputy General Counsel of FairPoint. Evercore provided an update on FairPoint's potential strategic alternatives, including a potential transaction with Consolidated. Paul Hastings provided the FairPoint Board with an update regarding the merger agreement. Representatives of Evercore informed the FairPoint Board of the steps that had been taken since the last the FairPoint Board update on October 14, 2016, including a summary of the terms of the letter of interest received on November 4, 2016. Representatives of Evercore also provided an updated review of a potential transaction with Consolidated. They noted that Consolidated had scheduled additional calls for the Consolidated Board on November 11, 2016 and November 21, 2016. Various terms of the draft merger agreement were discussed, including the FairPoint termination fee and the reverse termination fee and Consolidated's new request for a mandatory minimum level of cash at closing. The FairPoint Board also discussed with Evercore the expectation that Consolidated would maintain its dividend following closing, and management indicated that reciprocal due diligence of Consolidated was ongoing.

        Also on November 7, 8 and 10, 2016, representatives of Paul Hastings and Schiff Hardin held discussions regarding the merger agreement and various due diligence items.

        On November 11, 2016, the parties engaged in a due diligence meeting in Charlotte, North Carolina. Mr. Udell, Mr. Shirar, and representatives of Morgan Stanley and Wells Fargo were in attendance on behalf of Consolidated. Mr. Sunu, Ms. Turner, Mr. Metge and representatives of Evercore were in attendance on behalf of FairPoint.

        Also on November 11, 2016, Schiff Hardin provided a revised draft of the merger agreement to Mr. Metge and representatives of Paul Hastings.

        On November 14, 2016, the FairPoint Board met with representatives of FairPoint's management team, Evercore and Paul Hastings. Evercore provided an update regarding the transaction, including key take-aways from the due diligence session, which had been held on November 11, 2016. Paul Hastings provided the FairPoint Board with an update regarding the merger agreement. Representatives of Evercore reviewed the strategic rationale for an acquisition of FairPoint, as it had been presented by Consolidated, including details on integration and synergies. Consolidated presented certain strategic and financial benefits, including the regional rich network, the expanded portfolio of markets, increase in scale, financial benefits such as the accretion to free cash flow, dividend policy, and de-leveraging (to Consolidated), as well as Consolidated's history of successfully integrating acquisitions. Representatives of Evercore then provided an update to the review of the potential transaction with Consolidated previously provided.

        From November 14 through 18, 2016, representatives of Paul Hastings and Schiff Hardin held various due diligence discussions and Schiff Hardin opened a data room.

52

---

Table of Contents

        On November 17, 2016, the parties engaged in in-person diligence meetings in Charlotte, North Carolina. On behalf of FairPoint, Ms. Turner, Mr. Metge, Mr. Rush, and Mr. Lunny and representatives of Evercore were in attendance. On behalf of Consolidated, Steve Childers (CFO), Tom White (CTO), Mr. Shirar, Gabe Waggoner (VP Operations), David Herrick (VP and Controller), Ben Wells (Tax), and representatives of Morgan Stanley and Wells Fargo were in attendance.

        On November 21, 2016, representatives from Paul Hastings and Schiff Hardin met by telephone conference to discuss the terms of the merger agreement.

        On November 22, 2016, the FairPoint Board met with representatives of FairPoint's management team, Evercore and Paul Hastings. Representatives of Evercore and Paul Hastings provided the FairPoint Board with an update regarding the progress of discussions and the merger agreement. Evercore provided an update regarding the transaction, including describing the diligence meeting that had occurred in Charlotte, North Carolina on November 17, 2016. Paul Hastings provided an update regarding the merger agreement. Evercore again provided an update to the review of the potential transaction with Consolidated previously presented to the FairPoint Board. They notified the FairPoint Board that the parties were still targeting early December for announcement of a transaction, and that Consolidated expected to obtain firm financing commitments by November 28 or 29, 2016.

        Also on November 22, 2016, Mr. Udell called Mr. Sunu to have further discussions regarding the appropriate exchange ratio to use in the transaction. He also discussed the minimum level of cash at FairPoint at the closing of the proposed transaction referenced in the revised draft of the merger agreement. The parties agreed that $25 million might be an appropriate figure. Next, they discussed the anticipated grant of FairPoint equity awards in January, agreeing to issue only the time vested restricted stock consistent with past practice. Mr. Udell noted that Consolidated had two more Consolidated Board meetings scheduled to discuss the transaction. Mr. Sunu noted that FairPoint had scheduled a meeting of the FairPoint Board on November 30, 2016.

        On November 23, 2016, Schiff Hardin provided a revised draft of the merger agreement, as well as an initial draft of Consolidated's disclosure schedules, to representatives of FairPoint and Paul Hastings. The revised draft of the merger agreement included numerous changes, including revising the structure so that FairPoint would be the surviving entity following the consummation of the merger, addressing the treatment of FairPoint's restricted stock, options, and other stock-based awards, and adding a requirement that Consolidated seek alternative financing in the event the debt financing became unavailable. The draft also added a termination fee payable by FairPoint and the reverse termination fee payable by Consolidated both equal to 3.25% of the agreed upon deal value. There were also several revisions to the representations and warranties, covenants, and closing conditions of the parties. Representatives of Paul Hastings also provided an initial draft of FairPoint's disclosure schedules to representatives of Schiff Hardin and Consolidated.

        Also on November 25, 2016, representatives of Paul Hastings and of Schiff Hardin spoke by telephone to discuss the status of the transaction and the merger agreement.

        On November 28, 2016, Mr. Udell called Mr. Sunu to propose an exchange ratio reflecting recent increases in the price of Consolidated's common stock. After discussion, Mr. Udell and Mr. Sunu settled on proposing an exchange ratio of 0.73 for respective board approval. They then discussed the potential timing of signing of the merger agreement given the need for board review and approvals.

        Also on November 28, 2016, representatives of Paul Hastings provided a revised draft of the merger agreement to representatives of Schiff Hardin and Consolidated. The revised draft included revisions to the representations and warranties of FairPoint, the financing provisions, certain covenants, and provisions relating to regulatory approvals. On November 29, 2016, representatives of Schiff Hardin provided a further revised draft of the merger agreement to representatives of Paul Hastings and

53

---

Table of Contents

FairPoint. The revised draft incorporated many of the proposed changes to the financing provisions, Company covenants, and a minimum cash requirement of $25 million.

        On November 29, 2016, Schiff Hardin provided drafts of the proposed financing documentation to FairPoint and representatives of Paul Hastings.

        On November 30, 2016, the FairPoint Board met with representatives of Evercore and of FairPoint's management team. Evercore notified the FairPoint Board that Consolidated proposed an exchange ratio of 0.73 based on the discussion between Mr. Sunu and Mr. Udell on November 28, 2016. Evercore discussed the implied per share consideration and the various premiums based thereon. Evercore informed the FairPoint Board that $935 million of secured financing would be required to refinance FairPoint's debt and pay fees and expenses, including call premiums, and had received draft financing documentation on November 29, 2016. They noted that Consolidated had increased its cost synergy estimate to $55 million (from $50 million). Mr. Metge and representatives from Paul Hastings provided an update regarding the merger agreement, noting that it was in the final stages of negotiation. Evercore informed the FairPoint Board that the parties were targeting the morning of December 5, 2016 for announcement of transaction, and that the Consolidated Board was meeting on December 3, 2016 to discuss the deal. Evercore provided an update to the review of the potential transaction with Consolidated previously provided to the FairPoint Board.

        On November 30, 2016, Party [H] announced it was pursuing another transaction.

        On December 2, 2016, representatives of FairPoint and Paul Hastings met with representatives of Schiff Hardin to discuss the disclosure schedules. Schiff Hardin's representatives also provided a revised draft of the merger agreement to representatives of FairPoint and Paul Hastings. The revised draft included certain revisions to the provision relating to the restructuring of FairPoint, the representations and warranties and covenants, and a new provision relating to repayment of certain outstanding debt of FairPoint. Paul Hastings' representatives returned comments to the merger agreement that day including revising the termination provision to limit the Outside Date (as defined in the merger agreement) to one year from the date of execution.

        On December 3, 2016, the FairPoint Board met with representatives of FairPoint's management team and representatives of Evercore and Paul Hastings. Paul Hastings' representatives provided the FairPoint Board with an update regarding the final Merger Agreement terms agreed, the financing and the continuing negotiations with Schiff Hardin. Representatives of Evercore provided an updated summary of the transaction, the financing and valuation analysis, and presented their fairness opinion to the FairPoint Board. The FairPoint Board unanimously voted to approve the Merger Agreement.

        For the remainder of the day until early evening, the parties finalized all relevant documentation and the Merger Agreement was signed.

Recommendation of the FairPoint Board; FairPoint's Reasons for the Merger

        At a meeting held on December 3, 2016, the FairPoint Board, by unanimous vote, determined that the Merger was in the best interest of FairPoint and its stockholders, approved the Merger Agreement and the transactions contemplated by the Merger Agreement and recommended that FairPoint's stockholders vote "FOR" the Merger proposal.

        In reaching its decision to approve the Merger Agreement and the Merger and to recommend that FairPoint's stockholders vote "FOR" the Merger proposal, the FairPoint Board, with the assistance of FairPoint's management and financial and legal advisors, considered and analyzed a number of factors, including those reviewed by the FairPoint Board at the meetings described in this joint proxy statement/prospectus under "—Background of the Merger." The following is a summary of the material factors considered by the FairPoint Board in determining to approve the Merger Agreement and the Merger

54

---

Table of Contents

transactions and to recommend that FairPoint's stockholders vote "FOR" the Merger proposal (which are not listed in any relative order of importance):

Positive Factors Relating to the Merger

Factors Relating to the Transaction Generally

•

The FairPoint Board determined that the Merger Consideration to be paid per share of FairPoint common stock of 0.7300 shares of Consolidated common stock, together with the potential value creation from the combination of the two companies, is more favorable to FairPoint's stockholders than the potential value that might result from other alternatives reasonably available to FairPoint, including, but not limited to, the continued operation of FairPoint on a stand-alone basis, in light of a number of factors, including the following:



•

the benefits, potential risks and uncertainties associated with the Merger as compared to those of other potential strategic alternatives that might be available to FairPoint, as well as those of remaining as a stand-alone entity, in the context of FairPoint's business, assets and prospects, its historical and projected financial performance and the opportunities and challenges facing FairPoint and its industry, as well as broader economic developments affecting its businesses;



•

the strategic and other alternatives reasonably available to FairPoint as determined through FairPoint's strategic alternatives review process, including the alternative of remaining a stand-alone public company, in light of a number of factors and the potential risks and uncertainties associated with those alternatives, none of which other alternatives was deemed likely to result in value to FairPoint's stockholders that would meet or exceed, on a present-value basis, the value of the Merger Consideration;



•

Consolidated was one of the most logical strategic partners in a consolidating industry in light of its complementary products and strategic position and the potential for the realization of synergies, such that a business combination transaction with Consolidated was most likely to provide significant long-term value to FairPoint's stockholders; and



•

the FairPoint Board's view that the terms of the Merger Agreement would not preclude or otherwise limit any third party with the financial capability and strategic interest of acquiring FairPoint from pursuing a potential superior proposal.



•

The Merger would provide FairPoint stockholders with an implied ownership in the combined company of approximately 29%, thereby allowing FairPoint stockholders the opportunity to participate in the future performance of the combined company, including synergies resulting from the Merger;



•

Consolidated management's estimate that the Merger is expected create approximately $55 million in annual operating expense synergies, and from which FairPoint's stockholders would benefit as continuing stockholders;



•

The expectation that the combined company would benefit from utilization of FairPoint's accumulated net operating losses of approximately $295 million as of September 2016 after the closing of the Merger;



•

FairPoint has established a solid operating platform, and the combined company could use this platform to deliver a broader range of services and advanced communications solutions to meet customer demands;



•

FairPoint's operating platform would not require any operating systems conversions or cut-overs as a result of the closing of the Merger;

55

---

Table of Contents

•

The combined company would benefit from economies of scale which would provide the combined company with greater purchasing power and expectation of earlier access to new technologies and solutions;



•

The Merger would result in an extensive fiber rich footprint spanning over 31,000 fiber route miles and operate in 24 states; and



•

The combined company would be a financially stronger company than FairPoint as a standalone company before the Merger, benefiting from a more diverse revenue base and an increase in free cash flow.

Consolidated's Business, Operating Results, Financial Condition and Management

        The business, operating results and financial condition of Consolidated, on both a historical and prospective basis, and the quality, breadth and experience of Consolidated's senior management, including:

•

Consistent with Consolidated's current dividend practice, that the Consolidated Board expects to maintain its annual dividend of $1.55 per share after the closing of the Merger;



•

Consolidated's successful history of integrating previous acquisitions;



•

The results of the due diligence review performed on Consolidated by FairPoint's management and financial and legal advisors regarding Consolidated's assets, financial condition, results of operations, business plan and prospects, including the size, scale, competitive position, and prospects of the combined company;



•

The alignment between FairPoint's and Consolidated's strategic vision; and



•

The focus on business and broadband growth initiatives of Consolidated's management.

Merger Consideration

•

The Merger Consideration to be paid per share of FairPoint common stock consists of 0.7300 shares of Consolidated common stock, which represents a 17.3% premium to the average exchange ratio of 0.6222 over the 30-business day period ended December 2, 2016 (the last trading day before the announcement);



•

Based on the fixed exchange ratio of 0.7300 shares, FairPoint stockholders would benefit from any increase in trading price of Consolidated common stock prior to completion of the combination;



•

FairPoint stockholders would benefit from enhanced liquidity after the Merger based on the higher average daily trading volume of Consolidated common stock compared to that of FairPoint common stock, which could provide FairPoint stockholders with the flexibility to sell their shares for cash in a more liquid market; and



•

The oral opinion followed by a confirming written opinion of Evercore, dated December 3, 2016, delivered to the FairPoint Board to the effect that, as December 3, 2016 and based upon and subject to the assumptions, limitations, qualifications and other matters set forth therein, the exchange ratio was fair, from a financial point of view, to the holders of FairPoint common stock, as more fully described below in the section entitled "—Opinion of Financial Advisor to Fairpoint."

56

---

Table of Contents

Terms of the Merger Agreement

        The FairPoint Board considered the terms and conditions of the Merger Agreement in addition to the exchange ratio, including the following:

•

The nature of the closing conditions included in the Merger Agreement, including the exceptions to the events that would constitute a material adverse effect on FairPoint for purposes of the agreement, as well as the likelihood that all of the conditions to the transactions would be satisfied in a timely manner;



•

The Merger Agreement does not include a financing contingency;



•

The obligation of Consolidated to take all actions necessary to arrange the financing provided for in its financing commitment and, if such financing is unavailable, to use commercially reasonable efforts to arrange to obtain alternate financing in an amount that will enable Consolidated to consummate the transaction;



•

Provisions of the Merger Agreement that would permit FairPoint, until adoption of the Merger Agreement by its stockholders, to furnish information to, and engage in discussions and negotiations with, third parties making unsolicited acquisition proposals that the FairPoint Board determines are reasonably likely to lead to a superior proposal and to terminate the Merger Agreement to accept a superior proposal, subject to payment to Consolidated of a termination fee of $18.9 million;



•

Provisions of the Merger Agreement that would permit the FairPoint Board, at any time prior to obtaining FairPoint's stockholder approval, if FairPoint is then in receipt of a bona fide written alternative proposal that the FairPoint Board concludes in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a superior proposal or if there occurs any fiduciary change, to effect a change in its recommendation to the stockholders and/or recommend a superior proposal, subject to payment to Consolidated of a termination fee of $18.9 million;



•

The FairPoint Board determined the amount of the termination fee to be reasonable in light of, among other factors, the benefits of the Merger to FairPoint's stockholders, the advice of its legal and financial advisors that the percentage of equity value it represented is consistent with such percentage in comparable business combination transactions, and the likelihood that an obligation to make a payment of such an amount would not preclude other acquisition proposals (the likelihood of which the board discussed with its financial and legal advisors);



•

The right granted in the Merger Agreement for the FairPoint Board to select a member of the Consolidated Board, subject to approval by Consolidated (such approval not to be unreasonably conditioned, withheld or delayed), which would provide assurance that legacy FairPoint stockholders would have a continuing voice to influence achieving the benefits of the Merger and continuing Consolidated's current dividend practices;



•

The Merger Agreement would provide FairPoint with sufficient operating flexibility for it to conduct its business in the ordinary course of business consistent with past practice between the signing of the Merger Agreement and the completion of the Merger;



•

The receipt by Consolidated of executed debt commitment letters from sources of debt financing for the transactions contemplated by the Merger Agreement, the terms of such debt financing commitments, and the reputation of the financing sources;



•

The likelihood of that the combination would be completed, based on, among other things, the terms of the Merger Agreement that would require Consolidated to pay FairPoint $18.9 million if the Merger Agreement is terminated under certain circumstances; and

57

---

Table of Contents

•

The ability of the companies to complete the Merger on a tax-free basis for federal income tax purposes, other than with respect to cash to be received by FairPoint's stockholders in lieu of fractional shares of Consolidated common stock.

Negative Factors Relating to the Merger

        The FairPoint Board also considered a number of potential risks and uncertainties in its deliberations concerning the Merger as contemplated by the Merger Agreement, including, but not limited to, the following (not necessarily in order of relative importance):

•

the risk that Consolidated's common stock had increased in value prior to announcement and it may decline in value following the announcement;



•

risks associated with holding shares of Consolidated common stock, including the ability of the Consolidated Board to reduce its dividend payout ratio, which may result in a decline in the trading price of Consolidated's common stock;



•

the risk that because the exchange ratio is fixed, the value of the consideration to FairPoint stockholders in the Merger could fluctuate between signing of the Merger Agreement and the closing of the Merger, including after the FairPoint stockholder meeting;



•

the risks and costs to FairPoint if the Merger is not completed, including the potential diversion of management and employee attention, potential employee attrition and the potential effects on business and customer and supplier relationships;



•

the risks that the Merger may not be completed, or may not be completed within the period anticipated, as a result of a failure to obtain approval of the merger by the stockholders of FairPoint or Consolidated or failure to obtain certain regulatory approvals in connection with the Merger;



•

the risk that FairPoint may not generate sufficient cash to: (i) maintain the operations of its business as previously conducted through the consummation of the Merger and (ii) to meet the minimum cash threshold required as a condition to the closing of the Merger;



•

the risk that Consolidated will not have sufficient cash resources at the closing of the Merger to fund fully all obligations to be paid at the closing of the Merger to the extent not funded under Consolidated's financing commitment;



•

the risk that governmental entities may impose restrictions or conditions in order to gain approval or otherwise prevent or delay the Merger in any manner that may adversely impact the ability of the combined company to operate or realize the synergies in the amount and in the period as projected;



•

the Merger Agreement would require FairPoint to pay Consolidated $18.9 million in the case the Merger Agreement is terminated under certain circumstances, including a change in the recommendation of the FairPoint Board or a termination of the Merger Agreement by FairPoint to enter into a binding agreement providing for a superior alternative transaction, and the potential that such fee or other Merger Agreement provisions might affect the potential for FairPoint to receive alternative strategic transaction proposals both during the pendency of the Merger as well as afterward should the Merger not be consummated;



•

the risks associated with the combined company's indebtedness and the anticipated need to refinance when such indebtedness comes due;



•

the fact that forecasts of future results of operations and synergies are estimates based on assumptions and that for these and other reasons there is a risk that anticipated performance and/or synergies may not be realized, including the ability to utilize net operating losses;

58

---

Table of Contents

•

the risk of diverting management focus and resources from operating FairPoint's businesses, as well as other strategic opportunities, and potential disruption associated with combining and integrating the companies;



•

the risk that FairPoint stockholders or Consolidated stockholders may fail to adopt or approve, as applicable, the Merger Agreement and the transactions contemplated thereby;



•

the restrictions on the conduct of FairPoint's business prior to the completion of the Merger, which restrictions generally require FairPoint to operate its businesses in the ordinary course of business consistent with past practice with limited exceptions, which may delay or prevent FairPoint from undertaking business opportunities that may arise pending completion of the Merger; and



•

various other risks associated with the combination and the businesses of FairPoint and Consolidated described under "Risk Factors Relating to the Merger" beginning on page 34.

        The FairPoint Board concluded that these potential risks and uncertainties were outweighed by the benefits that the FairPoint Board expected FairPoint and its stockholders to achieve as a result of the Merger. The FairPoint Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

        In addition to considering the factors described above, the FairPoint Board considered that some officers and directors of FairPoint have interests in the Merger as individuals that are in addition to, and that may be different from, the interests of FairPoint stockholders generally (see "—Interests of FairPoint Directors and Executive Officers in the Merger" beginning on page 84 of this joint proxy statement/prospectus).

        The above discussion of the material factors considered by the FairPoint Board in its consideration of the Merger and the transactions contemplated by the Merger Agreement is not intended to be exhaustive, but does set forth the principal factors considered by the FairPoint Board. In light of the number and wide variety of factors considered in connection with the evaluation of the Merger, the FairPoint Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its final decision. The FairPoint Board viewed its position as being based on all of the information available to it and the factors presented to and considered by it. However, some directors may themselves have given different weight to different factors. The factors, potential risks and uncertainties contained in this explanation of FairPoint's reasons for the Merger and other information presented in this section contain information that is forward-looking in nature and, therefore, should be read in light of the factors discussed in "Special Note Regarding Forward-Looking Statements" beginning on page 41 of this joint proxy statement/prospectus.

Opinion of Financial Advisor to FairPoint

        In connection with the Merger, FairPoint retained Evercore to act as its financial advisor. As part of this engagement, FairPoint requested that Evercore evaluate the fairness of the exchange ratio, from a financial point of view, to the holders of the shares of common stock of FairPoint. On December 3, 2016, at a meeting of the FairPoint Board, Evercore rendered its oral opinion, subsequently confirmed by delivery of a written opinion that, based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, as of such date, the exchange ratio was fair, from a financial point of view, to the holders of the shares of common stock of FairPoint.

        The full text of the written opinion of Evercore, dated as of December 3, 2016, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex II to this joint proxy statement/prospectus and is incorporated by reference in its entirety into this joint

59

---

Table of Contents

proxy statement/prospectus. You are urged to read Evercore's opinion carefully and in its entirety. Evercore's opinion was addressed to, and provided for the information and benefit of, the FairPoint Board (in its capacity as such) in connection with its evaluation of the exchange ratio from a financial point of view and did not address any other aspects or implications of the Merger. The opinion does not constitute a recommendation to the FairPoint Board or to any other persons in respect of the Merger, including as to how any holder of shares of FairPoint common stock or Consolidated common stock should vote or act in respect of the Merger. Evercore's opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to FairPoint, nor did it address the underlying business decision of FairPoint to engage in the Merger.

        In connection with rendering its opinion and performing its related financial analysis, Evercore, among other things:

•

reviewed certain publicly available business and financial information relating to FairPoint and Consolidated that Evercore deemed to be relevant, including publicly available research analysts' estimates;



•

reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to each of FairPoint and Consolidated prepared and furnished to Evercore by the management of FairPoint and Consolidated, respectively;



•

reviewed certain non-public projected financial and operating data relating to FairPoint prepared and furnished to Evercore by the management of FairPoint;



•

reviewed certain non-public projected financial and operating data relating to Consolidated prepared and furnished to Evercore by the management of Consolidated;



•

reviewed the amount and timing of the cost savings estimated by the management of FairPoint and the management of Consolidated to result from the Merger (collectively, the "Synergies");



•

reviewed the amount, timing and use of certain tax attributes of FairPoint and the combined company, as estimated by the management of FairPoint and the management of Consolidated;



•

discussed the past and current operations, financial projections and current financial condition of each of FairPoint and Consolidated with the management of FairPoint (including their views on the risks and uncertainties of achieving such projections);



•

reviewed the reported prices and the historical trading activity of each of the FairPoint common stock and the Consolidated common stock;



•

compared the financial performance of each of FairPoint and Consolidated and their respective stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;



•

compared the financial performance of FairPoint and Consolidated and the valuation multiples relating to the Merger with those of certain other transactions that Evercore deemed relevant;



•

reviewed the potential pro forma financial impact of the Merger on the future financial performance of the combined company based on the projected financial data relating to each of FairPoint and Consolidated referred to above, including the projected Synergies and other strategic benefits and the amount and timing of realization thereof, anticipated by the management of FairPoint and the management of Consolidated to be realized from the Merger;



•

reviewed a draft of the Merger Agreement dated December 2, 2016; and



•

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

60

---

Table of Contents

        For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore has not assumed any liability therefor. With respect to the projected financial data relating to FairPoint and Consolidated referred to above (including the Synergies), Evercore assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the respective managements of FairPoint and Consolidated as to (i) the future financial performance of the companies under the assumptions reflected therein and (ii) the Synergies, including the amount and timing of realization of such Synergies. Evercore expressed no view as to any projected financial data relating to FairPoint or Consolidated or the assumptions on which they were based. Evercore relied, at FairPoint's direction, without independent verification, upon the assessments of the management of FairPoint and the management of Consolidated as to the Synergies, including the amount and timing of the realization of such Synergies.

        For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that the Merger will qualify as a tax free reorganization for United States federal income tax purposes, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement in all material respects and that all conditions to the consummation of the Merger will be satisfied without material waiver or modification thereof. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on FairPoint or the consummation of the Merger or materially reduce the benefits of the Merger to the holders of the FairPoint common stock. Evercore also assumed that the executed Merger Agreement would not differ in any material respect from the draft Merger Agreement dated December 2, 2016 reviewed by Evercore.

        Evercore did not make nor assume any responsibility for making any physical inspection, independent valuation or appraisal of the assets or liabilities of FairPoint or Consolidated, nor was Evercore furnished with any such inspection, valuation or appraisal, nor did Evercore evaluate the solvency or fair value of FairPoint or Consolidated under any state, federal or foreign laws relating to bankruptcy, insolvency or similar matters. Evercore's opinion was necessarily based upon information made available to it as of the date of the opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of the opinion. Subsequent developments may affect Evercore's opinion and Evercore did not undertake any obligation to update, revise or reaffirm its opinion.

        Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness, from a financial point of view, of the exchange ratio to the holders of the shares of FairPoint common stock. Evercore did not express any view on, and its opinion did not address, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of FairPoint, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of FairPoint, or any class of such persons, whether relative to the exchange ratio or otherwise.

        Evercore assumed that any modification to the structure of the transaction would not vary its analysis in any material respect. Evercore's opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to FairPoint, nor did it address the underlying business decision of FairPoint to engage in the Merger. Evercore's opinion did not constitute a recommendation to the FairPoint Board or to any other persons in respect of the Merger, including as to how any holder of shares of FairPoint common Stock or Consolidated common stock should vote or act in respect of the Merger. Evercore expressed no opinion as to the price at

61

---

Table of Contents

which shares of FairPoint common stock or Consolidated common stock will trade at any time. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by FairPoint and its advisors with respect to legal, regulatory, accounting and tax matters.

Summary of Material Financial Analysis

        Set forth below is a summary of the material financial and other analyses performed by Evercore and reviewed with the FairPoint Board on December 3, 2016, in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before December 1, 2016, and is not necessarily indicative of current market conditions.

        The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to understand fully the financial analyses. The tables alone do not constitute a complete description of the financial analyses. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Evercore's financial analyses.

Selected Precedent Transaction Analysis

        Evercore performed an analysis of selected precedent transactions to compare multiples paid in other transactions to the multiple implied in the Merger. Evercore analyzed ten merger and acquisition transactions that were announced between 2009 and 2015 involving acquisitions of rural local exchange carriers (each, an "RLEC" and collectively, "RLECs") in the telecommunications industry.

        While none of the companies that participated in the selected precedent transactions is directly comparable to FairPoint and none of the transactions in the selected precedent transactions analysis is directly comparable to the Merger, Evercore selected these transactions because each of the target companies was an RLEC and had operating characteristics, products and services that for purposes of analysis may be considered similar to certain of FairPoint's operating characteristics, products and services.

        For each of the selected transactions, Evercore reviewed transaction values and calculated the total enterprise value ("TEV") implied for each target company based on the consideration paid in the selected transaction, as a multiple of the target company's last twelve months ("LTM") earnings before interest, taxes, depreciation and amortization ("EBITDA") (in each case, calculated for the twelve-month period prior to the latest available data preceding the date of announcement of such transaction).

62

---

Table of Contents

        Evercore's analysis indicated average and median TEV to LTM EBITDA multiples of 5.9x and 5.9x, respectively. The selected precedent transactions and the TEV and TEV to LTM EBITDA multiple related thereto are set forth in the table below:

        Evercore then applied a reference range of LTM EBITDA multiples of 5.0x to 7.0x, derived by Evercore based on its review of the selected precedent transactions and its experience and professional judgment, to the estimated EBITDA of FairPoint for the year ending December 31, 2016, to derive a range of implied enterprise values for FairPoint. A range of implied equity values was then calculated by reducing the range of implied enterprise values by the amount of net debt (calculated as debt less cash and cash equivalents) as of September 30, 2016. This analysis indicated an implied per-share equity value range for FairPoint of $12.86 to $29.88.

Implied Exchange Ratio

        Evercore used the resulting per-share equity value reference range to calculate the implied exchange ratio by dividing the lowest per-share equity value for FairPoint by Consolidated's share price of $28.27 per share, as of December 1, 2016, for the low end of the exchange ratio range and dividing the highest per-share equity value for FairPoint by Consolidated's share price of $28.27 per share, as of December 1, 2016, for the high end of the exchange ratio range. This analysis indicated an implied exchange ratio reference range of 0.4548x to 1.0571x of a new Consolidated share for each share of FairPoint common stock. Evercore compared this resulting implied exchange ratio to the transaction exchange ratio of 0.7300x of a new Consolidated share per share of FairPoint common stock in the Merger.

Selected Peer Trading Analysis

        In performing a selected peer trading analysis of FairPoint and Consolidated, Evercore reviewed and compared certain financial, operating and market information relating to FairPoint and Consolidated to corresponding information of the publicly traded companies listed in the tables below, which Evercore deemed most relevant to consider in relation to FairPoint and Consolidated,

63

---

Table of Contents

respectively, based on its professional judgment and experience, because they are public companies with operations that for purposes of this analysis Evercore considered similar to the operations of FairPoint and Consolidated, respectively.

        Evercore reviewed, among other things, TEV of the selected companies as a multiple of estimated EBITDA, as well as equity value ("EV") of the selected companies as a multiple of free cash flow ("FCF") for calendar year 2017. EBITDA of FairPoint and Consolidated was calculated on a pre-stock based compensation basis, each in accordance with company practice. Enterprise values were calculated for the purpose of this analysis as equity value (based on the per share closing price of each selected company on December 1, 2016, multiplied by the fully diluted number of such company's outstanding equity securities on such date), plus debt, plus minority interest, less cash and cash equivalents (in the case of debt, minority interest, cash and cash equivalents, as set forth on the most recently publicly available balance sheet of such company, and in the case of minority interest, where applicable). In calculating the enterprise values of FairPoint and Consolidated, net debt included in such calculations was as of September 30, 2016. Free cash flow was calculated as EBITDA less capital expenditures, interest, cash taxes and pension and other post-retirement benefit contributions. The financial data of the selected peer companies used by Evercore for this analysis were based on publicly available research analysts' estimates. The financial data of FairPoint and Consolidated were based on the projections provided by the management of FairPoint and Consolidated, respectively.

        The EBITDA multiples and FCF multiples for the selected peer companies are set forth in the table below:

        Evercore applied a reference range of EBITDA multiples of 5.0x to 6.0x and 6.0x to 9.0x to the estimated EBITDA of FairPoint and Consolidated, respectively, for the year ending December 31, 2017, to derive a range of implied enterprise values. Evercore applied a reference range of FCF multiples of 10.0x to 15.0x to the estimated FCF for each of FairPoint and Consolidated for the year ending December 31, 2017, to derive a range of implied equity values. All reference ranges were derived by Evercore based on its review of the respective peer companies selected and its experience and professional judgment. In the case of FairPoint, estimated EBITDA and FCF were based on the projections provided by the management of FairPoint. In the case of Consolidated, estimated EBITDA and FCF were based on the projections provided by the management of Consolidated and were calculated on a pro forma basis beginning in 2017, accounting for the sale of Consolidated's equipment business. Using the 2017 EBITDA multiples, this analysis indicated an implied equity value per-share

64

---

Table of Contents

reference range for FairPoint and Consolidated of approximately $12.61 to $21.18 and $8.79 to $26.67, respectively. Using the 2017 FCF multiples, this analysis indicated an implied equity value per-share reference range for FairPoint and Consolidated of approximately $11.69 to $17.35 and $21.18 to $31.77, respectively.

Implied Exchange Ratio

        Evercore used the resulting per-share equity value reference ranges to calculate the implied exchange ratios for the EBITDA multiple and FCF multiple cases by dividing the lowest respective per-share equity value for FairPoint by the highest respective per-share equity value for Consolidated for the low end of the exchange ratio range in each case and dividing the highest respective per-share equity value for FairPoint by the lowest respective per-share equity value for Consolidated for the high end of the exchange ratio range in each case. This analysis indicated implied exchange ratio reference ranges of 0.4730x to 2.4091x and 0.3679x to 0.8191x, in the EBITDA multiple and FCF multiple cases, respectively, of a new Consolidated share for each share of FairPoint common stock. Evercore compared these implied exchange ratios to the transaction exchange ratio of 0.7300x of a new Consolidated share per share of FairPoint common stock in the Merger.

        No company utilized in the peer company trading analysis is identical to FairPoint or Consolidated. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences in financial, operating and market characteristics of FairPoint and Consolidated and other factors that could affect the public trading value of the companies to which they are being compared. In evaluating the peer companies selected, Evercore made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of FairPoint and Consolidated, such as the impact of competition on FairPoint or Consolidated and the industry generally, industry growth and the absence of any adverse material change in the financial conditions and prospects of FairPoint, Consolidated, the industry or the financial markets in general. Mathematical analysis, such as determining the mean, median or average, is not in itself a meaningful method of using peer company trading data.

Discounted Cash Flow Analyses

FairPoint

        Evercore performed a discounted cash flow analysis of FairPoint to calculate the estimated present value of the standalone unlevered, after-tax free cash flow that FairPoint was projected to generate from December 31, 2016 through calendar year 2021, based on financial projections for FairPoint that were provided by FairPoint management. Under the terminal EBITDA multiple methodology, payments relating to pension and post-retirement expenses were included in the calculation of the after-tax free cash flow. Under the perpetuity growth rate case, such pension and post-retirement payments were excluded from the calculation of after-tax free cash flow, but reflected in a one-time adjustment as described herein.

        Evercore also calculated a terminal value for FairPoint by applying (i) a terminal EBITDA multiple and (ii) a perpetuity growth rate, in each case based on its professional judgment given the nature of FairPoint and its business and industry, of 5.0x to 6.0x and 0.0% to 1.0%, respectively, to each of (a) the projected standalone EBITDA, and (b) the unlevered, after-tax free cash flow, in each

65

---

Table of Contents

case in the terminal year. The terminal values (as calculated using both the terminal EBITDA multiple and the perpetuity growth rate methodologies) for FairPoint were then discounted to present value as of December 31, 2016 using a discount rate of 6.75% to 7.75%, based on an estimate of FairPoint's weighted average cost of capital, and projected net operating losses (based on assumptions provided by FairPoint management) were discounted to present value as of December 31, 2016 using a discount rate of 7.25%, to derive respective ranges of implied enterprise values for FairPoint. Ranges of implied equity values for FairPoint were then calculated (x) in the terminal multiple case, by reducing the respective range of implied enterprise values by the amount of projected net debt (calculated as debt less cash and cash equivalents) as of December 31, 2016, and (y) in the perpetuity growth case, by reducing the respective range of implied enterprise values by the amount of FairPoint's projected net debt (calculated as debt less cash and cash equivalents) as of December 31, 2016 and the amount, on an after-tax basis, of FairPoint's pension and other post-retirement benefit liabilities, in each case as provided by FairPoint's management. Evercore performed this analysis for FairPoint on a standalone basis. Evercore's analysis indicated an implied per-share equity value reference range for FairPoint on a standalone basis of approximately $12.88 to $20.83 in the terminal multiple case and $9.22 to $19.83 in the perpetuity growth rate case.

Consolidated

        Evercore performed a discounted cash flow analysis of Consolidated to calculate the estimated present value of the standalone unlevered, after-tax free cash flow that Consolidated was projected to generate from December 31, 2016 through calendar year 2020, based on financial projections for Consolidated that were provided by Consolidated management and calculated on a pro forma basis accounting for the sale of Consolidated's equipment business. Under the terminal EBITDA multiple methodology, payments relating to pension and post-retirement expenses were included in the calculation of the after-tax free cash flow. Under the perpetuity growth rate case, such pension and post-retirement payments were excluded from the calculation of after-tax free cash flow, but reflected in a one-time adjustment as described herein.

        Evercore also calculated a terminal value for Consolidated by applying (i) a terminal EBITDA multiple and (ii) a perpetuity growth rate, in each case based on its professional judgment given the nature of Consolidated and its business and industry, of 8.0x to 9.0x and 1.0% to 2.0%, respectively, to each of (a) the projected standalone EBITDA and (b) the unlevered, after-tax free cash flow, in each case in the terminal year and calculated on a pro forma basis accounting for the sale of Consolidated's equipment business. The terminal values (as calculated using both the terminal EBITDA multiple and the perpetuity growth rate methodologies) for Consolidated were then discounted to present value as of December 31, 2016 using a discount rate of 6.0% to 7.0%, based on an estimate of Consolidated's weighted average cost of capital, to derive respective ranges of implied enterprise values for Consolidated. Ranges of implied equity values for Consolidated were then calculated (x) in the terminal multiple case, by reducing the respective range of implied enterprise values by the amount of Consolidated's projected net debt (calculated as debt less cash and cash equivalents) as of December 31, 2016, and (y) in the perpetuity growth case, by reducing the respective range of implied enterprise values by the amount of Consolidated's projected net debt (calculated as debt less cash and cash equivalents) as of December 31, 2016 and the amount, on an after-tax basis, of Consolidated's pension and other post-retirement benefit liabilities, in each case as provided by Consolidated management and calculated on a pro forma basis accounting for the sale of Consolidated's equipment business. Evercore's analysis indicated an implied per-share equity value reference range for Consolidated on a standalone basis of approximately $17.36 to $23.59 in the terminal multiple case and $11.16 to $28.82 in the perpetuity growth rate case.

66

---

Table of Contents

Implied Exchange Ratio

        Based on the implied per-share equity value reference ranges, Evercore also calculated implied exchange ratios for the terminal multiple and perpetuity growth rate cases by dividing the lowest respective per-share equity value for FairPoint by the midpoint of the respective implied per-share reference range for Consolidated for the low end of the exchange ratio range and dividing the highest respective per-share equity value for FairPoint by the midpoint of the respective implied per-share reference range for Consolidated for the high end of the exchange ratio range. This analysis indicated implied exchange ratio reference ranges of 0.6290x to 1.0174x and 0.4504x to 0.9683x, in the terminal multiple case and the perpetuity growth rate case, respectively, of a new Consolidated share for each share of FairPoint common stock. Evercore compared each of these exchange ratios to the exchange ratio of 0.7300x of a new Consolidated share for each share of FairPoint common stock in the Merger.

Net Present Value of Future Stock Price Analysis

FairPoint

        Evercore performed an illustrative analysis of the net present value of the future stock price of FairPoint, which is designed to provide an indication of the present value of a theoretical future value of a company as a function of such company's estimated future EBITDA and its assumed TEV to forward ("Fwd.") EBITDA multiple (based on the succeeding twelve-month period). Evercore used financial projections for FairPoint provided by the management of FairPoint through calendar year 2019. Evercore first multiplied the EBITDA estimate for calendar year 2019 by a range of TEV to Fwd. EBITDA multiples of 5.0x to 6.0x to calculate the implied future enterprise values as of December 31, 2018. Evercore then calculated the implied future equity values for FairPoint as of December 31, 2018 by reducing the implied future enterprise values by the amount of FairPoint's projected future net debt (calculated as debt less cash and cash equivalents) as of December 31, 2018. Evercore then discounted the projected per-share equity value as of a particular future date, December 31, 2018, to December 31, 2016 using a discount rate of 10.0%. The discount rate was based on Evercore's analysis of the cost of equity for FairPoint. This analysis resulted in an implied per-share equity value reference range of approximately $12.27 to $19.31.

Consolidated

        Evercore performed an illustrative analysis of the net present value of the future stock price of Consolidated, which is designed to provide an indication of the present value of a theoretical future value of a company as a function of such company's estimated future EBITDA and its assumed TEV to Fwd. EBITDA multiple. Evercore used financial projections for Consolidated derived from assumptions provided by Consolidated management through calendar year 2019 and calculated on a pro forma basis to account for the sale of Consolidated's equipment business. Evercore first multiplied the EBITDA estimate for calendar year 2019 by a range of TEV to Fwd. EBITDA multiples of 8.0x to 9.0x to calculate the implied future enterprise values as of December 31, 2018. Evercore then calculated the implied future equity values for Consolidated as of December 31, 2018 by reducing the implied future enterprise values by the amount of Consolidated's projected future net debt (calculated as debt less cash and cash equivalents) as of December 31, 2018, and adding the cumulative future value of any dividends projected to be paid by Consolidated as of December 31, 2018. Evercore then discounted the projected per-share equity value as of a particular future date, December 31, 2018, to December 31, 2016 using a discount rate of 9.5%. The discount rate was based on Evercore's analysis of the cost of equity for Consolidated. This analysis resulted in an implied per-share equity value reference range of approximately $20.71 to $25.67.

67

---

Table of Contents

Implied Exchange Ratio

        Based on the implied per-share equity value reference ranges, Evercore calculated an implied exchange ratio reference range by dividing the lowest respective per-share equity value for FairPoint by the midpoint of the respective implied per-share reference range for Consolidated for the low end of the exchange ratio range and dividing the highest per-share equity value for FairPoint by the midpoint of the respective implied per-share reference range for Consolidated for the high end of the exchange ratio range. This analysis indicated, on a standalone basis, an implied exchange ratio reference range of 0.5290x to 0.8327x of a new Consolidated share for each share of FairPoint common stock. Evercore compared these exchange ratios to the exchange ratio of 0.7300x of a new Consolidated share for each share of FairPoint common stock in the Merger.

Other Factors

        Evercore also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were referenced for informational purposes, including, among other things, the 52-week trading range, the analysts' price targets and precedent premia analyses described below.

52-Week Trading Range

        Evercore reviewed historical trading prices of FairPoint and Consolidated shares during the 52-week period ended December 1, 2016, noting that the low and high intraday prices during such period ranged from $12.69 to $18.87 for FairPoint and $17.76 to $30.23 for Consolidated. Evercore calculated a daily exchange ratio for the 52-week period ended December 1, 2016 by dividing the daily closing prices of FairPoint and Consolidated, and then selected an implied exchange ratio reference range using the lowest and highest daily exchange ratio observed during such period. This analysis indicated an implied exchange ratio reference range of 0.5326x to 0.8500x of a new Consolidated share for each share of FairPoint common stock. Evercore compared these exchange ratios to the exchange ratios to the exchange ratio of 0.7300x of a new Consolidated share for each share of FairPoint common stock in the Merger.

Analyst Price Targets

        Evercore reviewed publicly available share price targets of research analysts' estimates known to Evercore as of December 1, 2016, noting that the low and high share price targets ranged from $14.00 to $15.00 for FairPoint (with an average price target of $14.50) and that the low and high share price targets ranged from $19.00 to $26.00 for Consolidated (with an average price target of $22.00). Evercore calculated an implied exchange ratio reference range by dividing the highest share price target for FairPoint by the highest share price target for Consolidated for the low end of the exchange ratio and dividing the lowest share price target for FairPoint by the lowest share price target for Consolidated for the high end of the exchange ratio. This analysis indicated an implied exchange ratio reference range of 0.5769x to 0.7368x of a new Consolidated share for each share of FairPoint common stock. Evercore compared these exchange ratios to the exchange ratio of 0.7300x of a new Consolidated share for each share of FairPoint common stock in the Merger.

Precedent Premia Paid

        Evercore reviewed and analyzed premia paid in all-stock transactions since 2007 involving U.S. target companies with an enterprise value greater than $1 billion. Based on its professional judgment and premia in the precedent transactions assessed, Evercore applied reference ranges of premia of 15% to 20% to the FairPoint unaffected share price as of December 1, 2016 of $16.75. This analysis indicated a per-share equity value reference range of approximately $19.26 to $20.10 for FairPoint.

68

---

Table of Contents

Evercore used the resulting per-share equity value reference range to calculate the implied exchange ratio by dividing the lowest per-share equity value for FairPoint by Consolidated's share price of $28.27 per share, as of December 1, 2016, for the low end of the exchange ratio range and dividing the highest per-share equity value for FairPoint by Consolidated's share price of $28.27 per share, as of December 1, 2016, for the high end of the exchange ratio range. This analysis indicated an implied exchange ratio reference range of 0.6814x to 0.7110x of a new Consolidated share for each share of FairPoint common stock. Evercore compared this resulting implied exchange ratio to the transaction exchange ratio of 0.7300x of a new Consolidated share per share of FairPoint common stock in the Merger.

Miscellaneous

        The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore. In connection with the review of the Merger by the FairPoint Board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore's opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of FairPoint common stock or Consolidated common stock. No company used in the above analyses as a comparison is directly comparable to FairPoint or Consolidated, and no transaction used is directly comparable to the Merger. Further, Evercore's analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of FairPoint, Consolidated and their respective advisors. Rounding may result in total sums set forth in this section not equaling 100%.

        Evercore prepared these analyses for the purpose of providing an opinion to the FairPoint Board as to the fairness of the exchange ratio, from a financial point of view, to the holders of the shares of FairPoint common stock. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore's analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

        Pursuant to the terms of Evercore's engagement letter with FairPoint, a fee of $3.5 million was payable to Evercore upon the execution and delivery of the Merger Agreement. Evercore will be entitled to receive an additional fee of $13.7 million following the consummation of the Merger. In addition, FairPoint has agreed to indemnify Evercore for certain liabilities arising out of its engagement.

69

---

Table of Contents

        Prior to Evercore's engagement in connection with the Merger, Evercore and its affiliates provided financial advisory services to FairPoint and received fees for the rendering of such services, including the reimbursement of expenses. During the two-year period prior to the delivery of its opinion, no material relationship existed between Evercore and its affiliates and Consolidated pursuant to which compensation was received by Evercore or its affiliates as a result of such a relationship. Evercore may provide financial or other services to Consolidated in the future and in connection with any such services Evercore may receive compensation.

        In the ordinary course of business, Evercore or its affiliates may actively trade the securities, or related derivative securities, or financial instruments of FairPoint, Consolidated and their respective affiliates, for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.

        The issuance of the fairness opinion was approved by an Opinion Committee of Evercore.

        The FairPoint Board engaged Evercore to act as a financial advisor based on its qualifications, experience and reputation, as well as familiarity with the business of FairPoint. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes.

Certain Prospective Financial Information Reviewed by the FairPoint Board and FairPoint's Financial Advisor

        In connection with the Merger discussions between Consolidated and FairPoint, FairPoint's and Consolidated's management provided to Consolidated, and Consolidated's and FairPoint's respective financial advisors, certain non-public, internal financial forecasts regarding the anticipated future operations of FairPoint on a stand-alone basis and estimated synergies arising in connection with the Merger.

        In connection with the Merger, FairPoint's management prepared certain unaudited prospective financial information for FairPoint on a stand-alone basis, without giving effect to the Merger, and together with Consolidated's management, prepared estimated synergies arising in connection with the Merger. The FairPoint Board also reviewed certain unaudited prospective financial information for Consolidated on a stand-alone basis, without giving effect to the Merger, which was prepared by Consolidated's management.

        FairPoint has presented below in summary form the unaudited prospective financial information to provide both Consolidated's and FairPoint's stockholders access to this non-public unaudited prospective financial information, because such financial information was made available to the FairPoint Board.

        The unaudited prospective financial information was also provided to Evercore for purposes of its opinion to the FairPoint Board as to the fairness, from a financial point of view, of the exchange ratio to the holders of the FairPoint common stock. See the section entitled "—Opinion of Financial Advisor to FairPoint" beginning on page 59. The summary of these internal financial forecasts is not being included in this joint proxy statement/prospectus to influence your decision whether to approve the FairPoint Merger Proposal.

        Although FairPoint has publicly issued limited projections concerning certain aspects of its expected financial performance, FairPoint, as a matter of course, does not make public its management's projections as to future results, because of, among other things, the inherent difficulty of accurately predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may prove incorrect. The unaudited prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines

70

---

Table of Contents

established by the American Institute of Certified Public Accountants with respect to prospective financial information or published guidelines of the SEC regarding forward-looking statements.

        The unaudited prospective financial information of FairPoint has been prepared by, and is the responsibility of, FairPoint's management. Ernst & Young LLP and BDO USA, LLP, FairPoint's previous and current independent registered public accounting firm, respectively, have neither examined, compiled nor performed any procedures with respect to the accompanying prospective financial information and, accordingly, Ernst & Young LLP and BDO USA, LLP do not express an opinion or any other form of assurance with respect thereto. The reports of Ernst & Young LLP incorporated by reference into this joint proxy statement/prospectus relate to the historical results of Consolidated and FairPoint and do not extend to the prospective financial information and should not be read to do so. Furthermore, the information:

•

while presented with numerical specificity, necessarily makes numerous assumptions, many of which are beyond the control of FairPoint, including with respect to industry performance, general business, economic, regulatory, market and financial conditions, as well as matters specific to FairPoint's business, and may not prove to have been, or may no longer be, accurate;



•

does not necessarily reflect revised prospects for FairPoint's business, changes in general business, economic, regulatory, market and financial conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the projections were prepared;



•

is not necessarily indicative of current values or future performance, which may be significantly more favorable or less favorable than as set forth below; and



•

should not be regarded as a representation that these estimates will be achieved and readers of this joint proxy statement/prospectus are cautioned not to place undue reliance on these estimates.

        FairPoint believes the assumptions that its management used as a basis for the estimates were reasonable at the time the estimates were prepared, given the information its management had at the time. While the prospective financial information set forth below was prepared in good faith, no assurance can be given regarding future events. The prospective financial information is subjective in many respects and is thus susceptible to interpretation and periodic revision based on actual experience and recent developments. In light of the foregoing, as well as the uncertainties inherent in any prospective financial information, FairPoint's and Consolidated's stockholders are cautioned not to unduly rely on this information as a predictor of future operating results or otherwise. None of FairPoint, Consolidated or their respective affiliates or representatives assume any responsibility to stockholders of FairPoint or Consolidated for accuracy of this information.

        The estimates involve risks, uncertainties and assumptions. The future financial results of FairPoint may materially differ from those expressed in the estimates due to factors that are beyond FairPoint's ability to control or predict. These estimates are forward-looking information and as such are subject to the qualifications set forth in the section entitled "Special Note Regarding Forward-Looking Statements" on page 41. FairPoint cannot assure you that the estimates will be realized or that FairPoint's future financial results will not materially vary from the estimates. Since the estimates cover multiple years, such information by its nature becomes less reliable with each successive year. The estimates do not take into account any circumstances or events occurring after the date they were prepared.

        FairPoint have not updated, and does not intend to update or otherwise revise, the following internal financial forecasts to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, FairPoint has not updated, and do not intend to update or

71

---

Table of Contents

otherwise revise, the accompanying prospective financial information to reflect any changes in general economic or industry conditions since its preparation.

FairPoint Forward-Looking Statements

        The following table provides in summary form the five-year financial forecasts with respect to FairPoint provided to the FairPoint Board and Evercore:

Summary of Five-Year Financial Forecasts of FairPoint
(Unaudited)

        FairPoint is not able to provide a reconciliation of its forward-looking non-GAAP financial measures to GAAP measures because FairPoint does not forecast certain items used to prepare net income (loss) in accordance with GAAP.

Consolidated's Reasons for the Merger

        Consolidated was formed as an acquisition vehicle in July, 2002, and completed its first transaction on December 31, 2002, when it acquired certain central-Illinois based assets of McLeodUSA. In April, 2004, Consolidated acquired TXUC from Texas Utilities. In July, 2005, Consolidated completed its initial public offering of common stock. On December 31, 2007, Consolidated acquired North Pittsburgh Systems, Inc. On July 2, 2012, Consolidated acquired SureWest Communications. On October 16, 2014, Consolidated acquired Enventis Corporation. Throughout Consolidated's history, Consolidated has focused on acquisitions as a core part of its strategy, and developed a set of evaluation criteria early on which it used and intends to continue to use to evaluate potential opportunities.

        At nearly every regular quarterly board of directors meeting, Consolidated's management team has reviewed prospective acquisition targets and ranked them according to their attractiveness and alignment with the acquisition criteria. Where the opportunities were deemed attractive, Consolidated participated from time to time in auctions, made inquiries, and generally attempted to advance its long-standing strategy to grow through acquisition.

        As a part of that ongoing process, the management team and the Consolidated Board determined that FairPoint met Consolidated's criteria for potential acquisitions, and identified FairPoint as an attractive potential acquisition candidate. Consolidated entered into a non-disclosure agreement with FairPoint in July 2015 for the purpose of conducting due diligence on FairPoint and evaluating a

72

---

Table of Contents

potential transaction. Consolidated and FairPoint entered into a subsequent non-disclosure agreement in August 2016.

        From time to time throughout the period from the time beginning with the initial merger discussions between Consolidated and FairPoint in July 2015, and continuing through the time the Merger Agreement was executed on December 3, 2016, the Consolidated Board worked with the Consolidated management team to develop various strategies and approaches, including the approval of what became the terms of the Merger Agreement.

        In approving the Merger Agreement and the Merger, Consolidated's Board consulted with Consolidated's management, as well as with Consolidated's legal and financial advisors, and considered, among other things, the following material factors:

•

the expectation that the Merger would have an immediate, material, positive impact on Consolidated's cash flow and leverage;



•

the expectation that the Merger would provide Consolidated with an opportunity to overlay its organic growth strategy on a new territory;



•

the expectation that the Merger would more than double Consolidated's fiber footprint;



•

the expectation that the Merger would provide a material increase in scale, including by (i) expanding Consolidated's network reach and scale, (ii) providing an opportunity to leverage Consolidated's enhanced product suite and consultative sales approach across FairPoint's markets, and (iii) doubling the revenue base and adjusted EBITDA (including synergies), all of which would be expected to improve Consolidated's platform for acquisition of other targets in the future;



•

the expectation that the Merger would provide Consolidated stockholders with highly compelling financial benefits, including the expectations that the Merger would (i) allow the combined companies to realize annual, operating synergies, (ii) be accretive to free cash flow per share, (iii) provide Consolidated with the ability to improve its leverage and dividend payout ratio over time, with expected pro forma total net leverage ratio under Consolidated's credit agreement to be 3.80:1.00 as of the closing of the Merger (including run-rate synergies), which would represent a reduction from the total net leverage ratio of 4.38:1.00 as of September 30, 2016, and (iv) provide Consolidated with greater strategic and financial flexibility in the future;



•

the expectation that the Merger would create a platform for future growth through acquisitions to fill in Consolidated's national footprint, and organically through investments in the combined company's existing markets;



•

the opportunity to integrate FairPoint's business efficiently with Consolidated's existing business;



•

Consolidated management's prior record of successfully integrating acquired companies; and



•

that the Merger would bring together two companies with a common history and shared values of community involvement.

        The Consolidated Board also considered, among other things, the following risks:

•

regulatory and litigation risks associated with the Merger or combining the two companies;



•

that there are risks associated with obtaining necessary approvals on terms that satisfy closing conditions to the respective parties' obligations to complete the Merger, and, as a result of certain conditions to the completion of the Merger, it is possible that the Merger may not be completed even if approved by both Consolidated's and FairPoint's stockholders (see the section entitled "The Merger Agreement—Conditions of the Merger" on page 110);

73

---

Table of Contents

•

the challenges of combining the businesses of the two companies and the attendant risks of not achieving the expected strategic benefits and cost savings, other financial and operating benefits or improvement in earnings, and of diverting management focus and resources from other strategic opportunities and from operational matters for an extended period of time;



•

the perception of investors and the potential impact on Consolidated's share price;



•

the level of capital expenditures that will be required with respect to the combined business;



•

the ability to secure financing on terms satisfactory to Consolidated;



•

the potential that FairPoint's revenue might continue to decline;



•

the potential increase in cash taxes payable in the future as a result of the transaction;



•

the potential impact of FairPoint's previous acquisitions and bankruptcy;



•

the terms and conditions of the Merger Agreement, which include restrictions on the conduct of Consolidated's business pending the closing of the Merger (see the section entitled "The Merger Agreement—Consolidated's Forbearances Before Completion of the Merger" on page 103); and



•

other risks of the type and nature discussed above under the section entitled "Risk Factors Relating to the Merger" on page 34.

Opinion of Financial Advisor to Consolidated

        The Consolidated Board retained Morgan Stanley to provide it with financial advisory services in connection with the proposed merger and to provide a financial opinion. The Consolidated Board selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation and its knowledge of the business and affairs of Consolidated. On December 3, 2016, at a meeting of the Consolidated Board, Morgan Stanley rendered its oral opinion, subsequently confirmed by delivery of a written opinion dated December 3, 2016 that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the exchange ratio was fair from a financial point of view to Consolidated.

        The full text of the written opinion of Morgan Stanley delivered to the Consolidated Board, dated as of December 3, 2016, is attached to this joint proxy statement/prospectus as Annex III and is incorporated herein by reference in its entirety. You should read Morgan Stanley's opinion and this summary of Morgan Stanley's opinion carefully and in their entirety for a discussion of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. This summary is qualified in its entirety by reference to the full text of such opinion. Morgan Stanley's opinion was directed to the Consolidated Board, in its capacity as such, and addressed only the fairness from a financial point of view to Consolidated of the exchange ratio pursuant to the Merger Agreement as of the date of such opinion. Morgan Stanley's opinion did not address any other aspects or implications of the Merger. It was not intended to, and does not, constitute advice or a recommendation to any holder of shares of Consolidated common stock as to how to vote at the Consolidated special meeting or whether to take any other action with respect to the Merger.

        For purposes of rendering its opinion, Morgan Stanley, among other things:

(a)

reviewed certain publicly available financial statements and other business and financial information of FairPoint and Consolidated, respectively;



(b)

reviewed certain internal financial statements and other financial and operating data concerning FairPoint and Consolidated, respectively;

74

---

Table of Contents

(c)

reviewed certain financial projections prepared by the managements of FairPoint and Consolidated, respectively;



(d)

reviewed information relating to certain strategic, financial and operational benefits anticipated from the Merger, prepared by the managements of FairPoint and Consolidated, respectively;



(e)

discussed the past and current operations and financial condition and the prospects of FairPoint, including information relating to certain strategic, financial and operational benefits anticipated from the Merger, with senior executives of FairPoint;



(f)

discussed the past and current operations and financial condition and the prospects of Consolidated, including information relating to certain strategic, financial and operational benefits anticipated from the Merger, with senior executives of Consolidated;



(g)

reviewed the pro forma impact of the Merger on Consolidated's cash flow, consolidated capitalization and certain financial ratios;



(h)

reviewed the reported prices and trading activity for FairPoint common stock and Consolidated common stock;



(i)

compared the financial performance of FairPoint and Consolidated and the prices and trading activity of FairPoint common stock and Consolidated common stock with that of certain other publicly-traded companies that Morgan Stanley deemed to be comparable with FairPoint and Consolidated, respectively, and their securities;



(j)

reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions,



(k)

participated in certain discussions and negotiations among representatives of FairPoint and Consolidated and their financial and legal advisors;



(l)

reviewed the Merger Agreement, a draft of the Commitment Letter (as defined below) dated December 1, 2016, and certain related documents; and



(m)

performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

        In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by FairPoint and Consolidated, and formed a substantial basis for its opinion. With respect to the financial projections, including information relating to certain strategic, financial and operational benefits anticipated from the Merger, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of FairPoint and Consolidated of the future financial performance of FairPoint and Consolidated. In addition, Morgan Stanley assumed that the Merger would be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the Merger would be treated as a tax-free reorganization, pursuant to the Internal Revenue Code of 1986, as amended, that Consolidated would obtain financing in accordance with the terms set forth in the Commitment Letter, and that the definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Merger, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Merger. Morgan Stanley relied upon, without independent verification, the assessment by the managements of FairPoint and Consolidated of:

75

---

Table of Contents

(i) the strategic, financial and other benefits expected to result from the Merger; (ii) the timing and risks associated with the integration of FairPoint and Consolidated; (iii) their ability to retain key employees of FairPoint and Consolidated, respectively; and (iv) the validity of, and risks associated with, FairPoint and Consolidated's existing and future technologies, intellectual property, products, services and business models. Morgan Stanley's opinion did not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are achievable. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessments of Consolidated and FairPoint and their legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of any compensation to any of the officers, directors or employees of any of the parties to the Merger Agreement, or any class of such persons, relative to the exchange ratio. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of FairPoint or Consolidated, nor was it furnished with any such valuations or appraisals. Morgan Stanley's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after such date may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses of Morgan Stanley

        The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion to the Consolidated Board, dated as of December 3, 2016. The following summary is not a complete description of the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 2, 2016, the most recent trading day prior to Morgan Stanley's presentation to the Consolidated Board of its financial analysis on December 3, 2016. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors reviewed, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley's opinion. Furthermore, mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using the data referred to below.

        In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and relied upon certain financial projections provided by the managements of FairPoint and Consolidated and which are described below.

Trading Range Analysis

        Morgan Stanley reviewed the trading range of FairPoint common stock and Consolidated common stock for six-month and twelve-month periods ending December 2, 2016. Morgan Stanley observed that the low and high closing prices for FairPoint common stock for the six-month period ended December 2, 2016 were $13.04 and $17.60, respectively, and the low and high closing prices for FairPoint common stock for the twelve-month period ended December 2, 2016 were $12.69 and $18.22, respectively. Morgan Stanley observed that the low and high closing prices for Consolidated common stock for the six-month period ended December 2, 2016 were $21.85 and $30.23, respectively, and the

76

---

Table of Contents

low and high closing prices for Consolidated common stock for the twelve-month period ended December 2, 2016 were $17.76 and $30.23, respectively.

        Morgan Stanley calculated ranges of implied exchange ratios using the six-month and twelve-month trading ranges of FairPoint common stock and Consolidated common stock. The low end of the ranges were calculated by dividing the low value of FairPoint common stock for the period by the high value of Consolidated common stock for the period, and the high end of the ranges were calculated by dividing the high value of FairPoint common stock for the period by the low value of Consolidated common stock for the period. The six-month trading range analysis indicated an implied exchange ratio range of 0.43x to 0.81x, and the twelve-month trading range analysis indicated an implied exchange ratio range of 0.42x to 1.03x. Morgan Stanley noted that the Merger Agreement provided for an exchange ratio of 0.73x.

Research Analyst Price Targets

        Morgan Stanley reviewed the latest selected public market trading price targets available as of December 2, 2016 for FairPoint common stock by three equity research analysts that published a price target for FairPoint. These targets reflected each analyst's estimate of the future public market trading price of FairPoint common stock. Morgan Stanley noted that the range of undiscounted stock price targets for FairPoint common stock from such research targets was $14.00 to $16.00 per share and the range of discounted stock price targets (discounted at 9% cost of equity twelve months from the date of issuance of the applicable research report) for FairPoint common stock was $12.93 to $14.78. Morgan Stanley noted that the closing price for FairPoint common stock on December 2, 2016 was $17.00. Morgan Stanley noted that the implied price per share of FairPoint common stock based on an exchange ratio of 0.73x and the 30-day volume weighted average price of Consolidated common stock on December 2, 2016 was $19.07, and the implied price per share of FairPoint common stock based on an exchange ratio of 0.73x and the share price of Consolidated common stock as of December 2, 2016 was $20.72.

        Morgan Stanley reviewed the latest selected public market trading price targets available as of December 2, 2016 for Consolidated common stock by five equity research analysts that published a price target for Consolidated. These targets reflected each analyst's estimate of the future public market trading price of Consolidated common stock. Morgan Stanley noted that the range of undiscounted stock price targets for Consolidated common stock from such research targets was $19.00 to $30.00 per share and the range of discounted stock price targets (discounted at 9% cost of equity twelve months from the date of issuance of the research report) for Consolidated common stock was $17.93 to $27.71. Morgan Stanley noted that the closing price for Consolidated common stock as of December 2, 2016 was $28.38. Morgan Stanley noted that the 30-day volume weighted average price of Consolidated common stock on December 2, 2016 was $26.12.

        Morgan Stanley calculated the exchange ratio range implied by the equity research price targets. In order to calculate the exchange ratio range, Morgan Stanley calculated the implied exchange ratio only for each of the three equity research analysts that provided price targets for both companies using their price targets for FairPoint common stock and Consolidated common stock. This analysis yielded an implied range of exchange ratios of 0.47x to 0.68x. Morgan Stanley noted that the Merger Agreement provided for an exchange ratio of 0.73x.

        The public market trading price targets published by research analysts do not necessarily reflect current market trading prices for FairPoint common stock and Consolidated common stock and these estimates are subject to uncertainties, including the future financial performance of FairPoint and Consolidated and future financial market conditions.

77

---

Table of Contents

Comparable Public Companies

        In order to assess how the public market values shares of publicly traded telephone communications companies to derive implied ranges for the trading value of FairPoint common stock, Morgan Stanley reviewed and compared certain internal financial information and ratios relating to FairPoint with equivalent publicly available data for the following companies: CenturyLink, Inc.; Cincinnati Bell Inc.; Frontier Communications Corp.; Lumos Networks Corp.; and Windstream Holdings, Inc.

        For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value to "adjusted EBITDA" (as defined in FairPoint's Annual Report on Form 10-K for the fiscal year ended December 31, 2015), excluding stock-based compensation, for calendar year 2017 and the ratio of aggregate value to estimated unlevered free cash flow (for these purposes Morgan Stanley assumed cash flow to be equal to adjusted EBITDA less capital expenditures) for calendar year 2017 for each of the comparable public companies. Morgan Stanley then applied a range of these ratios, based on its professional judgment choosing ratios from the comparable companies with an asset mix and business quality most similar to that of FairPoint, to FairPoint's estimated EBITDA for calendar year 2017 of $247.0 million and estimated unlevered free cash flow for calendar year 2017 of $135.0 million, as applicable, based on the FairPoint management projections to derive an implied reference range for the trading value of FairPoint common stock. The implied trading value range for FairPoint common stock resulting from the ratio of aggregate value to EBITDA was $12.51 to $19.16. The implied trading value range for FairPoint common stock resulting from the ratio of aggregate value to unlevered free cash flow was $11.64 to $21.30.

        Morgan Stanley noted that the closing price for FairPoint common stock on December 2, 2016 was $17.00. Morgan Stanley noted that the implied price per share of FairPoint common stock based on an exchange ratio of 0.73x and the 30-day volume weighted average price of Consolidated common stock on December 2, 2016 was $19.07, and the implied price per share of FairPoint common stock based on an exchange ratio of 0.73x and the share price of Consolidated common stock as of December 2, 2016 was $20.72.

        No company utilized in the comparable public company analysis is identical to FairPoint. Morgan Stanley selected the companies reviewed in this analysis because it believed them to be similar to FairPoint based on its experience with companies in the telephone communications sector. Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, which are beyond FairPoint's control such as the impact of competition on FairPoint and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of FairPoint or the industry, or in the financial markets in general.

Precedent Strategic Transactions Analysis

        In order to assess how companies in the telephone communications sector have been valued in precedent merger and acquisition transactions, Morgan Stanley reviewed and compared the purchase

78

---

Table of Contents

prices and financial multiples paid in the following eight selected precedent transactions announced from October 2008 to February 2015:

        Morgan Stanley calculated multiples from the selected precedent transactions of the target company's aggregate value to its latest twelve months EBITDA both before and after taking into account estimated synergies anticipated to be realized from the selected precedent transactions. Financial data of the selected precedent transactions were based on publicly available information at the time of announcement of the relevant transaction. Morgan Stanley calculated implied per share equity reference ranges for FairPoint by applying ranges of multiples derived from the selected precedent transactions of 4.5x to 6.0x (excluding estimated synergies) and 4.0x to 5.0x (including estimated synergies) to FairPoint's latest twelve months EBITDA. The implied per share equity reference ranges for FairPoint common stock were $8.99 to $22.60 per share (excluding estimated synergies) and $11.63 to $22.50 per share (including estimated synergies).

        Morgan Stanley noted that the closing price for FairPoint common stock on December 2, 2016 was $17.00. Morgan Stanley noted that the implied price per share of FairPoint common stock based on an exchange ratio of 0.73x and the 30-day volume weighted average price of Consolidated common stock on December 2, 2016 was $19.07, and the implied price per share of FairPoint common stock based on an exchange ratio of 0.73x and the share price of Consolidated common stock as of December 2, 2016 was $20.72.

        No company or transaction utilized in the precedent strategic transaction analyses is identical to Consolidated, FairPoint or the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions and other matters, which are beyond the control of Consolidated and FairPoint, such as the impact of competition on the business of Consolidated, FairPoint or the industry generally, industry growth and the absence of any adverse material change in the financial condition of Consolidated, FairPoint or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared.

79

---

Table of Contents

Discounted Cash Flow Analysis

        Morgan Stanley performed a discounted cash flow analysis on each of FairPoint and Consolidated based on the projections from the managements of FairPoint and Consolidated, respectively, which is designed to estimate the value of a company on a standalone basis by calculating the present value of estimated future cash flows and terminal value of that company. Morgan Stanley calculated a range of per share equity values for each of FairPoint and Consolidated (valued as of December 31, 2016 with a terminal date of December 31, 2021).

FairPoint Discounted Cash Flow Analysis

        Morgan Stanley first calculated the estimated unlevered free cash flow of FairPoint, which for these purposes Morgan Stanley assumed cash flow to be equal to adjusted EBITDA less capital expenditures, cash pension funding, other post-employment benefits cash, unlevered tax expense and other cash flow items (including severance), for the period from January 1, 2017 to December 31, 2021 based on the FairPoint management projections. Morgan Stanley calculated a terminal value for FairPoint by applying a range of terminal EBITDA multiples of 5.00x to 6.00x, based on Morgan Stanley's professional judgment, to the estimated EBITDA of FairPoint for calendar year 2021 based on the FairPoint management projections. Morgan Stanley then discounted the unlevered free cash flow and terminal values to present value as of December 31, 2016 using a range of discount rates from 6.25% to 7.25% selected by Morgan Stanley based on Morgan Stanley's estimation of FairPoint's weighted average cost of capital utilizing the capital asset pricing model. Morgan Stanley also calculated the estimated value of the cash tax savings associated with FairPoint's net operating losses ("NOLs") that the combined company could utilize during calendar years 2017 through 2020 based on a projected NOL balance of approximately $300.0 million as of December 31, 2016, as directed for use by Consolidated management. The estimated cash tax savings were discounted by Consolidated's estimated weighted average cost of capital of 6.75%. Morgan Stanley then added this cumulative value and deducted the estimated net debt as of December 31, 2016 from the resulting value, and divided that resulting value by the number of fully diluted shares outstanding, to derive equity value. Morgan Stanley noted that the closing price for FairPoint common stock on December 2, 2016 was $17.00. Morgan Stanley noted that the implied price per share of FairPoint common stock based on an exchange ratio of 0.73x and the 30-day volume weighted average price of Consolidated common stock on December 2, 2016 was $19.07, and the implied price per share of FairPoint common stock based on an exchange ratio of 0.73x and the share price of Consolidated common stock as of December 2, 2016 was $20.72.

Consolidated Discounted Cash Flow Analysis

        Morgan Stanley first calculated the estimated unlevered free cash flow of Consolidated, which for these purposes Morgan Stanley assumed cash flow to be equal to adjusted EBITDA less cash taxes, capital expenditures, changes in net working capital, cash pension funding and other cash flow items, for the period from January 1, 2017 to December 31, 2021 based on the Consolidated management projections. Morgan Stanley calculated a terminal value for Consolidated by applying a range of terminal EBITDA multiples of 8.00x to 9.00x, based on Morgan Stanley's professional judgment, to the estimated EBITDA of Consolidated for calendar year 2021 based on the Consolidated management projections. Morgan Stanley then discounted the unlevered free cash flow and terminal value to present value as of December 31, 2016 using a range of discount rates of 6.25% to 7.25% selected by Morgan Stanley based on Morgan Stanley's estimation of Consolidated's weighted average cost of capital utilizing the capital asset pricing model. Morgan Stanley then deducted the estimated net debt and non-controlling interests as of December 31, 2016 from the resulting value, and divided that resulting value by the number of fully diluted shares outstanding, to derive equity value. This analysis indicated an implied per share reference range for a share of Consolidated common stock of $16.71 to $22.90 per share, on a fully diluted basis.

80

---

Table of Contents

Exchange Ratio Implied by Discounted Cash Flow Analysis

        Morgan Stanley calculated the exchange ratio ranges implied by the discounted cash flow analyses. Morgan Stanley compared the lowest implied per share value for FairPoint common stock to the highest implied per share value for Consolidated common stock to derive the lowest exchange ratio implied by the analyses. Similarly, Morgan Stanley compared the highest implied per share value for FairPoint common stock to the lowest implied per share value for Consolidated common stock to derive the highest exchange ratio implied by the analyses. Morgan Stanley noted that the Merger Agreement provided for an exchange ratio of 0.73x.

Other Analysis

        The analysis and data described below were presented to the Consolidated Board for informational/reference purposes only and did not provide the basis for, and were not otherwise material to, the rendering of Morgan Stanley's opinion.

Pro Forma Financial Has-Gets Analysis

        Morgan Stanley reviewed the Consolidated and FairPoint management projections in order to calculate the potential pro forma financial effects of the Merger (including estimated synergies) on the combined company's calendar years 2018 and 2021 estimated financial metrics (based on Consolidated having pro forma ownership of 71.3% of the combined company, calcu