Consolidated Communications Reiterates Proposed Transaction is the Best Outcome for Shareholders

Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), has mailed a letter to its shareholders in connection with its upcoming special meeting of shareholders (the “Special Meeting”) urging its shareholders to vote “FOR” the proposed acquisition of the Company by affiliates of Searchlight Capital Partners, L.P. (“Searchlight”) and British Columbia Investment Management Corporation (“BCI”) (the “Proposed Transaction”). The Special Meeting is scheduled to be held on January 31, 2024. Shareholders of record as of December 13, 2023, are entitled to vote at the Special Meeting.

The full text of the letter mailed to shareholders follows:

December 27, 2023

Dear Fellow Shareholders,

You have an essential decision to make regarding the value of your investment. In order to realize the benefits of this value-maximizing transaction, the majority of our independent shareholders must support the deal. This means that your vote is extremely important, regardless of the number of shares you own. Every vote counts and is critical to the future of the Company. Not voting is the same as voting against the transaction.

The board of directors of the Company (the “Board”) strongly believes the $4.70 per share cash offer from Searchlight and BCI is the best risk-adjusted outcome for shareholders and urges that you vote “FOR” the Proposed Transaction.

Proposed Transaction Offers Financially Compelling and Certain Value

• $4.70 per share in cash eliminates the real risk that shareholders face if the Company were to remain standalone
• 70% premium to Consolidated’s share price as of April 12, 2023¹
• 89% premium to one-month VWAP²
• 18% increase in price achieved through negotiations following the initial bid from Searchlight and BCI
• Purchase price is higher than Consolidated’s stock price at every point over the last year, even after Searchlight and BCI’s initial bid was made public, which underscores the value of this transaction

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¹ The last full trading day prior to submission of Searchlight and BCI’s initial non-binding proposal.
² Calendar day volume-weighted average prices as of April 12, 2023.

Transaction Multiple is Attractive Relative to Other
Incumbent Communications Provider Transactions

• The implied 9.6x LTM EBITDA multiple secured by the Special Committee is higher than ANY incumbent communications provider precedent transaction in a decade
• While the Special Committee was negotiating an increase in price, other communications providers were experiencing a material decline in value, with six of eight peers seeing share price declines³

Special Committee Undertook a Robust Evaluation of All Opportunities to Maximize Value for the Company’s Shareholders