Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported):
July 1, 2007
CONSOLIDATED
COMMUNICATIONS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-51446
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02-0636095
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(State
of Incorporation)
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Commission
File Number
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(IRS
employer identification no.)
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121
South 17th
Street
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Mattoon,
Illinois
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61938-3987
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code:
(217) 235-3311
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01 - Entry into a Material Definitive Agreement
On
July
1, 2007, Consolidated Communications Holdings, Inc. (the “Company”) and North
Pittsburgh Systems, Inc. (“North Pittsburgh”) entered into an Agreement and Plan
of Merger (the “Merger Agreement”). The Merger Agreement provides for a business
combination whereby Fort Pitt Acquisition Sub Inc. (“Merger Sub”), a
Pennsylvania corporation and wholly-owned subsidiary of the Company, will merge
with and into North Pittsburgh (the “Merger”). As a result of the Merger, the
separate corporate existence of Merger Sub will cease and North Pittsburgh
will
continue as the surviving corporation and a wholly-owned subsidiary of the
Company.
At
the
effective time of the Merger, 80% of the shares of North Pittsburgh common
stock
(other than shares held in treasury of North Pittsburgh or owned by the Company
and Merger Sub) will be converted into the right to receive $25.00 in cash,
without interest, per share, for an approximate total of $300.1 million in
cash,
and the remainder of the shares of North Pittsburgh common stock (other than
shares held in treasury of North Pittsburgh or owned by the Company and Merger
Sub) will be converted into the right to receive 1.1061947 shares of common
stock of the Company, or an approximate total of 3.32 million shares of the
Company’s common stock. North Pittsburgh’s stockholders may elect to exchange
each share of North Pittsburgh common stock for either $25.00 in cash or
1.1061947 shares of the Company’s common stock, subject to proration so that 80%
of the North Pittsburgh shares will be exchanged for cash and 20% for
stock.
The
Company intends to finance the cash portion of the acquisition price with debt
and cash on hand. The Company has obtained a commitment for the financing
necessary to complete the transaction from Wachovia Bank, National
Association.
The
Merger is subject to approval by North Pittsburgh’s stockholders. Approval by
the Company’s stockholders is not required. In addition, the Merger is subject
to regulatory approvals as well as other customary closing
conditions.
The
Company and North Pittsburgh have made customary representations, warranties
and
covenants in the Merger Agreement, including North Pittsburgh agreeing not
to
solicit alternative transactions or, subject to certain exceptions, to enter
into discussions concerning, or provide confidential information in connection
with, an alternative transaction. The Merger Agreement contains certain
termination rights for both the Company and North Pittsburgh, and further
provides that, upon termination of the Merger Agreement under certain
circumstances, North Pittsburgh may be obligated to pay the Company a
termination fee of $11.25 million, plus the Company’s out-of-pocket expenses of
up to $1.5 million.
Item
8.01 - Other Events.
On
July
2, 2007, the Company and North Pittsburgh announced that they had entered into
the Merger Agreement. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference. On July 2, 2007, the Company is
making a presentation to investors and analysts, a copy of the written materials
for which is attached hereto as Exhibit 99.2 and incorporated herein by
reference.
Safe
Harbor
Any
statements other than statements of historical facts, including statements
about
management’s beliefs and expectations, are forward-looking statements and should
be evaluated as such. These statements are made on the basis of management’s
views and assumptions regarding future events and business performance. Words
such as “estimate,” “believe,” “anticipate,” “expect,” and similar expressions
are intended to identify forward-looking statements. Forward-looking statements
(including oral
representations)
involve risks and uncertainties that may cause actual results to differ
materially from any future results, performance or achievements expressed or
implied by such statements. These risks and uncertainties include the Company’s
ability to complete the acquisition, successfully integrate North Pittsburgh’s
operations and realize the synergies from the acquisition, as well as a number
of other factors related to the businesses of the Company and North Pittsburgh,
including various
risks to stockholders of not receiving dividends and risks to the Company's
ability to pursue growth opportunities if the Company continues to pay dividends
according to the current dividend policy; various risks to the price and
volatility of the Company’s common stock; the substantial amount of debt and the
Company's ability to incur additional debt in the future; the Company's need
for
a significant amount of cash to service and repay the debt and to pay dividends
on the Company’s common stock; restrictions contained in the Company’s debt
agreements that limit the discretion of management in operating the business;
the ability to refinance the existing debt as necessary; regulatory changes,
rapid development and introduction of new technologies and intense competition
in the telecommunications industry; risks associated with the Company’s possible
pursuit of acquisitions; economic conditions in the Company’s and North
Pittsburgh's service areas in Illinois, Texas and Pennsylvania; system failures;
losses of large customers or government contracts; risks associated with the
rights-of-way for the network; disruptions in the relationship with third party
vendors; 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 the Company’s network; high costs of regulatory compliance;
the competitive impact of legislation and regulatory changes in the
telecommunications industry; and liability and compliance costs regarding
environmental regulations. These and other risks and uncertainties are discussed
in more detail in the Company’s and North Pittsburgh’s filings with the
Securities and Exchange Commission, including our respective reports on Form
10-K and Form 10-Q.
Many
of
these risks are beyond management's ability to control or predict. All
forward-looking statements attributable to the Company, North Pittsburgh or
persons acting on behalf of each of them are expressly qualified in their
entirety by the cautionary statements and risk factors contained in this Report
and the companies’ filings with the Securities and Exchange Commission. Because
of these risks, uncertainties and assumptions, you should not place undue
reliance on these forward-looking statements. Furthermore, forward-looking
statements speak only as of the date they are made. Except as required under
the
federal securities laws or the rules and regulations of the Securities and
Exchange Commission, we do not undertake any obligation to update or review
any
forward-looking information, whether as a result of new information, future
events or otherwise.
Prospectus/Proxy
Statement
This
material is not a substitute for the prospectus/proxy statement the Company
and
North Pittsburgh will file with the Securities and Exchange Commission.
Investors are urged to read the prospectus/proxy statement, which will contain
important information, including detailed risk factors, when it becomes
available. The prospectus/proxy statement and other documents which will be
filed by the Company and North Pittsburgh with the Securities and Exchange
Commission will be available free of charge at the Securities and Exchange
Commission's website, www.sec.gov, or by directing a request when such a filing
is made to Consolidated Communications, 121 South 17th
Street,
Mattoon, IL 61938, Attention: Investor Relations; or to North Pittsburgh, 4008
Gibsonia Road, Gibsonia, Pennsylvania 15044, Attention: Investor Relations.
The
final prospectus/proxy statement will be mailed to shareholders of North
Pittsburgh.
This
communication shall not constitute an offer to sell or the solicitation of
an
offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
Proxy
Solicitation
The
Company and North Pittsburgh, and certain of their respective directors,
executive officers and other members of management and employees are
participants in the solicitation of proxies in connection with the proposed
transactions. Information about the directors and executive officers of the
Company is set forth in the proxy statement for the Company’s 2007 annual
meeting of shareholders. Information about the directors and executive officers
of North Pittsburgh is set forth in the company’s Annual Report on Form 10-K for
the year ended December 31, 2006, as amended. Investors may obtain additional
information regarding the interests of such participants in the proposed
transactions by reading the prospectus/proxy statement for such proposed
transactions when it becomes available.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
release dated July 2, 2007.
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99.2
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Investor/Analyst
Presentation Materials.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
July 2, 2007
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Consolidated
Communications Holdings, Inc.
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By:
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/s/ Steven
L. Childers
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Name:
Steven L. Childers
Title:
Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
release dated July 2, 2007.
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99.2
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Investor/Analyst
Presentation Materials.
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