UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 16, 2014
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) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
On October 22, 2014, Consolidated Communications Holdings, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other things, the completion of its acquisition of Enventis Corporation, formerly Hickory Tech Corporation (“Enventis”). This Current Report on Form 8-K/A amends Item 9.01 of the Original Form 8-K to include the required financial statements and to present certain unaudited pro forma financial information in connection with the acquisition, which unaudited pro forma financial information is filed as an exhibit hereto.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited consolidated financial statements of Enventis as of and for the year ended December 31, 2013 contained in pages 45 through 76 of Enventis’ Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 000-13721), the unaudited condensed consolidated financial statements of Enventis as of and for the quarter ended March 31, 2014 contained in pages 3 through 16 of Enventis’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 (File No. 000-13721), and the unaudited condensed consolidated financial statements of Enventis as of and for the quarter ended June 30, 2014 contained in pages 3 through 17 of Enventis’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 (File No. 000-13721) are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information relating to the Company’s acquisition of Enventis is filed as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.
(d) Exhibits.
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Exhibit No. |
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Description |
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23.1 |
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Consent of Moss Adams LLP, Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm. |
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99.1 |
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Unaudited Pro Forma Condensed Combined Financial Information. |
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: December 22, 2014 |
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Consolidated Communications Holdings, Inc. | |
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By: |
/s/ Steven L. Childers |
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Name: Steven L. Childers |
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Title: Chief Financial Officer |