Item 1.01. Entry into a Material Definitive Agreement.
Pursuant to that certain Credit Agreement dated as of October 2, 2020, as
amended by that certain Amendment No. 1 to the Credit Agreement, dated as of
January 15, 2021 and that certain Amendment No. 2 to the Credit Agreement, dated
as of April 5, 2021 (the "Credit Agreement"), among Consolidated Communications
Holdings, Inc., a Delaware corporation (the "Company"), its wholly owned
subsidiary, Consolidated Communications, Inc., an Illinois corporation ("CCI"),
as borrower, certain of their wholly owned subsidiaries, the lenders party
thereto and Wells Fargo Bank, National Association, as administrative agent,
certain subsidiaries of the Company and CCI are required to guarantee certain
obligations pursuant to the Credit Agreement and to pledge as collateral, and
grant liens on and security interests in, all assets and property, whether now
owned or existing or hereafter acquired or arising, of such subsidiaries after
receiving certain necessary regulatory approvals. For a description of the
Credit Agreement, Amendment No. 1 thereto, and Amendment No. 2 thereto, see the
Current Reports on Form 8-K filed by the Company with the SEC dated October 2,
2020, January 15, 2021, and April 5, 2021, respectively, which are incorporated
herein by reference.
Consolidated Communications of Pennsylvania Company, LLC, a Delaware limited
liability company (the "New Guarantor"), a subsidiary of the Company and CCI,
has received regulatory approval and was thereafter required to become a
guarantor pursuant to the Credit Agreement.
On April 12, 2021, the New Guarantor became a party to the following agreements:
(i) the Guaranty Agreement (as defined in the Credit Agreement), by executing a
Joinder Agreement thereto dated as of April 12, 2021; (ii) the Security
Agreement (as defined in the Credit Agreement), by executing a Supplement
thereto dated as of April 12, 2021; and (iii) the Pledge Agreement (as defined
in the Credit Agreement), by executing a Supplement thereto dated as of April
12, 2021. The Joinder Agreement and Supplements under the Credit Agreement
described above are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this
Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
In addition, as a result of the New Guarantor becoming a guarantor pursuant to
the Credit Agreement, the New Guarantor is also required to guarantee (i)
$750,000,000 aggregate principal amount of 6.500% unsubordinated secured notes
due 2028 of CCI issued pursuant to that certain Indenture, dated as of October
2, 2020 as supplemented (the "2020 Indenture"), among the Company, CCI, certain
of their subsidiaries and Wells Fargo Bank, National Association, as Trustee and
Notes Collateral Agent (the "Trustee"), by entering into a Second Supplemental
Indenture with the Trustee, dated as of April 12, 2021 (the "Second Supplement
to the 2020 Indenture"), and (ii) $400,000,000 aggregate principal amount of
5.000% unsubordinated secured notes due 2028 of CCI issued pursuant to that
certain Indenture, dated as of March 18, 2021 (the "2021 Indenture") among the
CCI, the New Guarantor and the Trustee by entering into a First Supplemental
Indenture with the Trustee, dated as of April 12, 2021 (the "First Supplement to
the 2021 Indenture"). For a description of the 2020 Indenture, see the Current
Report on Form 8-K filed by the Company with the SEC on October 2, 2020, which
is incorporated herein by reference. For a description of the 2021 Indenture,
see the Current Report on Form 8-K filed by the Company with the SEC on March
18, 2021, which is incorporated herein by reference.
Also on April 12, 2021, the New Guarantor became a party to the following
agreements: (i) the Security Agreement (as defined in the 2020 Indenture), by
executing a Second Supplement thereto dated as of April 12, 2021; (ii) the
Pledge Agreement (as defined in the 2020 Indenture), by executing a Second
Supplement thereto dated as of April 12, 2021; (iii) the Security Agreement (as
defined in the 2021 Indenture), by executing a First Supplement thereto dated as
of April 12, 2021; and (iv) the Pledge Agreement (as defined in the 2021
Indenture), by executing a First Supplement thereto dated as of April 12, 2021.
The Second Supplement to the 2020 Indenture, the First Supplement to the 2021
Indenture, and Supplements under the 2020 Indenture and the 2021 Indenture
described above are filed as Exhibits 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9,
respectively, to this Current Report on Form 8-K and incorporated into this Item
1.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
No. Description
4.1 Joinder Agreement to Guaranty Agreement, dated as of April 12, 2021,
by and among Consolidated Communications, Inc., Consolidated
Communications of Pennsylvania Company, LLC and Wells Fargo Bank,
National Association, as Administrative Agent
4.2 Supplement No. 2 to Security Agreement, dated as of April 12, 2021,
between Consolidated Communications of Pennsylvania Company, LLC and
Wells Fargo Bank, National Association, as Collateral Agent
4.3 Supplement No. 2 to Pledge Agreement, dated as of April 12, 2021,
between Consolidated Communications of Pennsylvania Company, LLC and
Wells Fargo Bank, National Association, as Collateral Agent
4.4 Second Supplement to 2020 Indenture, dated as of April 12, 2021, among
Consolidated Communications, Inc., Consolidated Communications of
Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as
Trustee and Notes Collateral Agent
4.5 Supplement No. 2 to Security Agreement, dated as of April 12, 2021,
among the Consolidated Communications, Inc., Consolidated Communications
of Pennsylvania Company, LLC and Wells Fargo Bank, National Association,
as Notes Collateral Agent
4.6 Supplement No. 2 to Pledge Agreement, dated as of April 12, 2021,
between Consolidated Communications of Pennsylvania Company, LLC and
Wells Fargo Bank, National Association, as Notes Collateral Agent
4.7 First Supplement to 2021 Indenture, dated as of April 12, 2021, among
Consolidated Communications, Inc., Consolidated Communications of
Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as
Trustee and Notes Collateral Agent
4.8 Supplement No. 2 to Security Agreement, dated as of April 12, 2021,
among Consolidated Communications, Inc., Consolidated Communications of
Pennsylvania Company, LLC and Wells Fargo Bank, National Association, as
Notes Collateral Agent
4.9 Supplement No. 2 to Pledge Agreement, dated as of April 12, 2021,
between Consolidated Communications of Pennsylvania Company, LLC and
Wells Fargo Bank, National Association, as Notes Collateral Agent
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules and other attachments are omitted. The Company agrees to furnish
supplementally a copy of any schedule or other attachment to the Securities and
Exchange Commission upon request.
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