SEC – ‘UPLOAD’ from 12/8/23 re: Consolidated Communications Holdings, Inc. – ‘TEXT-EXTRACT’

On:  Friday, 12/8/23, at 2:36pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-23-13426   ·   File #:  5-80886

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     41K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    11K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

December 8, 2023    

Robert I. Townsend, III                                           
Partner, Cravath, Swaine & Moore LLP                              
Consolidated Communications Holdings, Inc.                        
825 8th Avenue                                                    
New York, NY 10019                                                

                                                Re: Consolidated
Communications Holdings, Inc.                                                   
                                                     SC 13E3 filed
November 20, 2023 by Consolidated Communications Holdings,                      
                                                   Inc. et al.
                                                          File No. 005-80886
                                                      color:white;"_
                                                         Preliminary Proxy
Statement filed November 20, 2023                                               
                                                          File No. 000-51446

Dear Robert I. Townsend, III:                                     

             We have reviewed your filings and have the following comments. In
some of our                                                                     
      comments, we may ask you to provide us with information so we may better
understand your                                                                 
disclosure.                                                       

         Please respond to these comments by providing the requested
information or advise us as                                                     
soon as possible when you will respond. If you do not believe our 
comments apply to your facts                                                    
and circumstances, please tell us why in your response.           

                                                    After reviewing your
response to these comments, we may have additional comments.                    

Schedule 13E-3                                                    

General                                                           

 1.                                                   Please provide us your
detailed legal analysis as to why the controlling persons of the                
                                                    Searchlight entities
and BCI are not included as filing persons in the Schedule 13E-3.               
Preliminary Proxy Statement                                       

Summary Term Sheet, page 1                                        

2.                                                   Please revise the    
Summary and Q&A sections to shorten them and to avoid duplication.              
3.                                                   Please fill in the   
blanks throughout the proxy statement.                                          
Robert I. Townsend, III                                                       
FirstName  LastNameRobert I. Townsend,  III                                     
Consolidated  Communications Holdings, Inc.                                     
Comapany8,                                                                      
December   NameConsolidated                                                     
2023           Communications Holdings, Inc.        
December                                                                        
Page 2     8, 2023 Page 2                                                       
FirstName LastName                                                              
Reasons for the Merger, page 42                                                 

4.       Please revise this section as well as the corresponding section for    
the Searchlight Entities                                                        
     (page 74) to provide the disclosure listed in Instruction 2 to Item
1014 of Regulation M-A.                                                         
Certain Financial Forecasts, page 48                                            

5.       We note that you disclosed a summary of the financial forecasts.       
Please revise your                                                              
  disclosure to include the full financial forecasts. Also, please
disclose the material                                                           
assumptions made for each disclosed Plan.                     
Opinion of Rothschild & Co US Inc., page 55                                     

6.       Please revise to disclose the data underlying the results described in 
this section and to                                                             
show how that information resulted in the multiples and values
disclosed. For example,                                                         
     disclose (i) the enterprise value for each selected company that is
the basis for the                                                               
    multiples disclosed on page 59 with respect to the Selected Public
Company Analysis and                                                            
     (ii) the enterprise value for each transaction that resulted in the
multiples disclosed on                                                          
       page 61 with respect to the Selected Precedent Transactions Analysis.
Materials Provided to Searchlight Entities by Goldman Sachs and JPM, page 68    

7.       We note, on page 71, that the fee payable to Goldman Sachs is to be    
determined prior to                                                             
   the consummation of the transaction. Please provide an update, if
available, or disclose                                                          
       whether there is a cap to the fee that the SL Investor is considering
or a formula that it will                                                       
apply to calculate the fee.                                   
Interests of the Company's Directors and Executive Officers in the Merger, page 
83                                                                              

8.       Please provide the merger proceeds to be received by each director and 
officer for shares                                                              
owned.                                                        
Form of Proxy Card, page F-1                                                    

9.       Please revise the form of proxy to clearly mark it as    Preliminary   
Copy.    Refer to Rule                                                          
14a-6(e)(1).                                                  
      We remind you that the filing persons are responsible for the accuracy
and adequacy of                                                                 
their disclosures, notwithstanding any review, comments, action or absence of   
action by the staff.                                                            
Robert I. Townsend, III                                                       
Consolidated Communications Holdings, Inc.                                      
December 8, 2023                                                                
Page 3                                                                          

 Please direct any questions to Daniel Duchovny at 202-551-3619.

FirstName LastNameRobert I. Townsend, III           Sincerely,                  
Comapany NameConsolidated Communications Holdings, Inc.                         
                                               Division of Corporation
Finance                                                                         
December 8, 2023 Page 3                             Office of Mergers &         
Acquisitions                                                                    
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		12/8/23		UPLOAD
		11/20/23		PREM14A,  SC 13E3,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  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