Consolidated Communications’ $3.1 Billion Acquisition by Searchlight and BCI

On October 16, 2023, Consolidated Communications Holdings, Inc. (“Consolidated Communications”), a top 10 fiber provider in the United States, announced it has entered into a definitive agreement to be acquired by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) and British Columbia Investment Management Corporation (“BCI”) in an all‑cash transaction with an enterprise value of approximately $3.1 billion, including the assumption of debt. Under the terms of the agreement, Searchlight and BCI will acquire all of the Consolidated common stock not already owned by Searchlight for $4.70 per share in cash. The proposed transaction has been unanimously approved by a special committee of independent and disinterested directors of Consolidated Communications’ Board of Directors (the “Special Committee”), advised by independent legal and financial advisors, formed to evaluate and consider the proposal and other potential strategic alternatives. The Board of Directors of Consolidated Communications, following recusals of directors affiliated with Searchlight and BCI, has approved the proposed transaction on the unanimous recommendation of the Special Committee. Cravath is representing the Special Committee in connection with the transaction.

The Cravath team is led by partners Robert I. Townsend III and Jin‑Kyu Baek and includes associates Edward O. Minturn, Alexander E. Greenberg and Christopher G. Doherty on M&A matters; partners Matthew G. Jones and Matthew M. Kelly on financing matters; partner J. Leonard Teti II and associate Sonia Katharani‑Khan on tax matters; partner Matthew J. Bobby, senior attorney Aaron S. Cha and associates Nicholas J. Celli and Celine Siqing Li on executive compensation and benefits matters; partner David J. Kappos and associates Christopher P. Davis and Joanne Dynak on intellectual property matters; partner Margaret T. Segall on antitrust matters; partner Matthew Morreale and associate Star S. Gulant on environmental matters; of counsel Benjamin G. Joseloff on CFIUS matters; of counsel Megan Y. Lew on investigations matters; and senior attorney Joyce Law and practice area attorney Lauren Piechocki on real estate matters. Nigle B. Barrow III also worked on M&A matters.