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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/20/23 Consolidated Comms Holdings, Inc. SC 13E3 14:33M Consolidated Comms Holdings, Inc. Toppan Merrill/FA Condor Holdings LLC Condor Merger Sub Inc. Searchlight III CVL GP, LLC Searchlight III CVL, L.P. |
Document/Exhibit Description Pages Size
1: SC 13E3 Tender-Offer Statement by an Issuer - HTML 212K
Going-Private Transaction
14: EX-FILING FEES Filing Fees HTML 25K
2: EX-99.(C)(I) Exhibit-(C)(I) HTML 21K
3: EX-99.(C)(II) Exhibit-(C)(Ii) HTML 29K
4: EX-99.(C)(III) Exhibit-(C)(Iii) HTML 19K
5: EX-99.(C)(IV) Exhibit-(C)(Iv) HTML 139K
10: EX-99.(C)(IX) Exhibit-(C)(Ix) HTML 41K
6: EX-99.(C)(V) Exhibit-(C)(V) HTML 70K
7: EX-99.(C)(VI) Exhibit-(C)(Vi) HTML 22K
8: EX-99.(C)(VII) Exhibit-(C)(Vii) HTML 22K
9: EX-99.(C)(VIII) Exhibit-(C)(Viii) HTML 65K
11: EX-99.(D)(III) Exhibit-(D)(Iii) HTML 101K
12: EX-99.(D)(IV) Exhibit-(D)(Iv) HTML 48K
13: EX-99.(D)(V) Exhibit-(D)(V) HTML 71K
Exhibit 107
CALCULATION OF FILING FEE TABLES
Schedule 13E-3
(Form Type)
Consolidated Communications Holdings, Inc.
Condor Holdings LLC
Condor Merger Sub Inc.
Searchlight III CVL, L.P.
Searchlight III CVL GP, LLC
(Exact Name of Registrant and Name of Persons Filing Statement)
Table 1: Transaction Valuation
| Proposed Maximum Aggregate Value of Transaction |
Fee Rate |
Amount of Filing Fee | |
| Fees to Be Paid | $564,771,200.00 (ii)(iii) | 0.00014760 | $83,360.23 |
| Fees Previously Paid | $0.00 | $0.00 | |
| Total Transaction Valuation | $564,771,200.00 | ||
| Total Fees Due for Filing | $83,360.23 | ||
| Total Fees Previously Paid | $0.00 | ||
| Total Fee Offsets | $83,360.23 | ||
| Net Fee Due | $0.00 |
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Fee Paid with Fee Offset Source | |
| Fee Offset Claims | PREM 14A | 000-51446 | November 20, 2023 | $83,360.23 | |||
| Fee Offset Sources | Consolidated Communications Holdings, Inc. | PREM 14A | 000-51446 | November 20, 2023 | $83,360.23 |
Capitalized terms used below but not defined herein shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated October 15, 2023, by and among Consolidated Communication Holdings, Inc. (the “Company”), Condor Holdings LLC (the “Parent”) and Condor Merger Sub, Inc. (“Merger Sub”).
| (i) | Title of each class of securities to which the transaction applies: Common stock, par value $0.01 per share, of the Company (the “Company common stock”). |
| (ii) | Aggregate number of securities to which the transaction applies: As of the close of business on November 16, 2023, the maximum number of shares of Company common stock to which this transaction applies is estimated to be 120,164,085, which consists of the following securities that are entitled to receive the per share merger consideration of $4.70: |
| a. | 113,081,486 issued and outstanding shares of Company common stock; |
| b. | 1,663,766 additional shares of Company common stock reserved and available for future issuance pursuant to performance share awards if all applicable performance goals are achieved at the maximum level; |
| c. | 3,406,499 shares of Company common stock underlying restricted share awards; and |
| d. | 2,012,334 shares of Company common stock underlying performance share awards. |
| (iii) | Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
Solely for the purpose of calculating the filing fee, as of the close of business on November 16, 2023, the underlying value of the transaction was calculated as the sum of:
| a. | the product of 113,081,486 shares of Company common stock entitled to receive the per share merger consideration of $4.70 (the “Merger Consideration”), payable to the holder in cash, without interest, subject to any withholding of taxes required by applicable law, multiplied by the Merger Consideration of $4.70; |
| b. | the product of 1,663,766 additional shares of Company common stock reserved and available for future issuance pursuant to performance share awards if all applicable performance goals are achieved at the maximum level multiplied by the Merger Consideration of $4.70; |
| c. | the product of 3,406,499 shares of Company common stock underlying restricted share awards, multiplied by the Merger Consideration of $4.70; and |
| d. | the product of 2,012,334 shares of Company common stock underlying performance share awards multiplied by the Merger Consideration of $4.70; |
(such sum, the “Total Consideration”).
In accordance with Section 14(g) of the Exchange Act, the filing fee was determined by multiplying the Total Consideration by 0.00014760.
| (iv) | The Company previously paid $83,360.23 upon the filing of its Preliminary Proxy Statement on Schedule 14A on November 20, 2023 in connection with the transaction reported hereby. |
| This ‘SC 13E3’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/20/23 | PREM14A | ||
| 11/16/23 | ||||
| 10/15/23 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/01/24 Consolidated Comms Holdings, Inc. SC 13E3/A 1:76K Consolidated Comms Holdings, Inc. Toppan Merrill/FA 1/24/24 Consolidated Comms Holdings, Inc. SC 13E3/A 1:227K Consolidated Comms Holdings, Inc. Toppan Merrill/FA 12/18/23 Consolidated Comms Holdings, Inc. SC 13E3/A 1:222K Consolidated Comms Holdings, Inc. Toppan Merrill/FA 12/13/23 Consolidated Comms Holdings, Inc. SC 13E3/A 1:222K Consolidated Comms Holdings, Inc. Toppan Merrill/FA 12/08/23 SEC UPLOAD¶ 3/05/24 2:46K Consolidated Comms Holdings, Inc. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/20/23 Consolidated Comms Holdings, Inc. PREM14A 11/17/23 2:3.3M Toppan Merrill/FA 10/16/23 Consolidated Comms Holdings, Inc. 8-K:1,2,8,910/15/23 15:3.7M Toppan Merrill/FA 11/23/22 Consolidated Comms Holdings, Inc. 8-K:1,2,3,711/22/22 13:166M Toppan Merrill/FA 10/02/20 Consolidated Comms Holdings, Inc. 8-K:1,2,3,510/02/20 15:2.7M Donnelley … Solutions/FA 9/14/20 Consolidated Comms Holdings, Inc. 8-K:1,3,8,9 9/13/20 13:1M Donnelley … Solutions/FA |