Securities Exchange Act of 1934 (Amendment No.)
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| Consolidated Communications Holdings, Inc. | ||
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Consolidated Communications Holdings, Inc.
IMPORTANT PROXY STATEMENT CORRECTION
For the 2013 Annual Meeting of
Stockholders
To Be Held on May 7, 2013
April 8, 2013
To Our Stockholders:
By now, you should have received Consolidated Communications Holdings, Inc.’s (the “Company”) proxy statement related to our upcoming annual meeting of stockholders, which the Company also filed with the Securities and Exchange Commission on March 28, 2013 (the “Proxy Statement”). After further review, we have determined that a clerical error was made and that the amounts shown in the Proxy Statement on page 18 as fees billed to the Company by our independent auditors in 2012 were inaccurate. Although the corrections do not affect the Company’s 2012 reported financial statements, to ensure that you have accurate information, we have provided a revised schedule of Principal Accounting Firm Fees which can be found on the reverse side of this letter. The Proxy Statement shall be deemed amended to reflect these changes.
We apologize for any inconvenience this may have caused you.
Very truly yours,
Steven L. Childers
Senior Vice President
&
Chief Financial Officer
Principal Accounting Firm Fees
Fees (including reimbursement for out-of-pocket expenses) paid to our independent registered public accounting firm for services in 2012 and 2011 were as follows:
| Audit | All | ||||||
| Audit | Related | Other | |||||
| Fees | Fees | Tax Fees | Fees | ||||
| (In millions) | |||||||
| 2012 | 2.0 | 0.1 | 0.3 | 0.0 | |||
| 2011 | 0.8 | 0.0 | 0.1 | 0.0 | |||
Audit Fees include fees billed for professional services rendered by Ernst & Young LLP for the audit of our consolidated financial statements for fiscal 2012 and 2011, including the audit of internal controls over financial reporting, reviews of the Company’s quarterly Form 10-Q and Securities and Exchange Commission and other regulatory filings. The 2012 fees included additional audit scope due to the acquisition of SureWest Communications, which closed on July 2, 2012, including the review of purchase accounting and work related to providing a comfort letter for the Company’s Senior Notes offering.
On a standalone basis, SureWest Communications incurred audit fees with Ernst & Young LLP of $0.5 million for the six months ended June 30, 2012 and $1.1 million for 2011. These fees were incurred prior to the close of the acquisition of SureWest Communications and are not included in the fee summary above.
The Audit Related Fees rendered by Ernst & Young LLP during fiscal 2012 were primarily related to diligence work on acquisitions and work related to registrations statements. There were no Audit Related Fees rendered by Ernst & Young LLP during fiscal 2011.
Tax Fees include fees billed for professional services rendered by Ernst & Young LLP related to tax consulting and tax compliance services. The 2012 amounts included various tax planning and analysis related to the acquisition of SureWest Communications.
For fiscal 2012, no Audit-Related Fees, Tax Fees or All Other Fees disclosed above were approved in reliance on the exceptions to the pre-approval process set forth in 17 CFR 210.2-01(c)(7)(i)(C).