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): February 26, 2007
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-51446 02-0636095
(State of Incorporation) (Commission File (IRS employer
Number) identification no.)
121 South 17th Street
Mattoon, Illinois 61938-3987
(Address of principal executive offices) (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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 26, 2007, Consolidated Communications Holdings, Inc. (the
"Company") entered into Amendment No. 5 ("Amendment No. 5") to the
Second Amended and Restated Credit Agreement dated as of February 23,
2005, as amended as of April 22, 2005, June 3, 2005, November 25, 2005
and July 28, 2006, among the Company, Consolidated Communications,
Inc. and Consolidated Communications Acquisition Texas, Inc., as
borrowers (the "Borrowers"), the lenders referred to therein, Citicorp
North America, Inc., as administrative agent, Cobank, ACB, as
documentation agent, Credit Suisse First Boston ("CSFB") and Deutsche
Bank Securities Inc., as co-syndication agents, and CSFB and Citigroup
Global Markets Inc., as joint lead arrangers and joint book-runners
(as amended, the "Credit Agreement"). Amendment No. 5 provides for,
among other things, the following: (1) a decrease in the applicable
margin on the amount of term D loans outstanding under the Credit
Agreement, in the case of "ABR Loans" (as such term is defined in the
Credit Agreement), from 100 basis points to 75 basis points, and in
the case of "Eurodollar Loans" (as such term is defined in the Credit
Agreement), from 200 basis points to 175 basis points, (2) an
amendment to change the date, from November 15, 2006 to February 26,
2008, prior to which the Borrowers must pay a prepayment fee in
connection with any prepayment under the Credit Agreement, and (3) an
amendment that requires payment by the Borrowers of a prepayment fee
to each "Non-Consenting Lender" (as such term is defined in the Credit
Agreement) in connection with any amendment prior to February 26, 2008
to lower the applicable margin on the term D loans outstanding under
the Credit Agreement.
The description set forth above does not purport to be complete and is
qualified in its entirety by the Amendment No. 5 filed herewith as
Exhibit 10.1, and is incorporated into this report by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
Exhibit No. Description
----------- -----------
10.1 Amendment No. 5 to the Second Amended and Restated
Credit Agreement dated as of February 23, 2005, as
amended as of April 22, 2005, June 3, 2005, November
25, 2005 and July 28, 2006, among the Company,
Consolidated Communications, Inc. and Consolidated
Communications Acquisition Texas, Inc., as borrowers,
the lenders referred to therein, Citicorp North
America, Inc., as administrative agent, Cobank, ACB, as
documentation agent, Credit Suisse First Boston
("CSFB") and Deutsche Bank Securities Inc., as co-
syndication agents, and CSFB and Citigroup Global
Markets Inc., as joint lead arrangers and joint book-
runners.
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.
Date: March 2, 2007
Consolidated Communications Holdings, Inc.
By: /s/ Steven L. Childers
---------------------------------
Name: Steven L. Childers
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Amendment No. 5 to the Second Amended and Restated
Credit Agreement dated as of February 23, 2005, as
amended as of April 22, 2005, June 3, 2005, November
25, 2005 and July 28, 2006, among the Company,
Consolidated Communications, Inc. and Consolidated
Communications Acquisition Texas, Inc., as borrowers,
the lenders referred to therein, Citicorp North
America, Inc., as administrative agent, Cobank, ACB, as
documentation agent, Credit Suisse First Boston
("CSFB") and Deutsche Bank Securities Inc., as co-
syndication agents, and CSFB and Citigroup Global
Markets Inc., as joint lead arrangers and joint book-
runners.