Consolidated Communications Files Investor Presentation Highlighting Benefits of Proposed Transaction with Searchlight and BCI

Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) (the “Company” or “Consolidated”), filed an investor presentation with the U.S. Securities and Exchange Commission (“SEC”) on January 10, 2024 in connection with the Company’s upcoming special meeting of shareholders (the “Special Meeting”) on January 31, 2024. The presentation is available on the Company’s investor relations website at https://ir.consolidated.com/.

The Company urges 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”). Shareholders of record as of December 13, 2023, are entitled to vote at the Special Meeting.

Highlights of the presentation include:

• Transaction offers a compelling valuation, and shifts execution, liquidity, and market risk to buyers
  • All-cash offer at a 70% premium to Consolidated’s unaffected¹ share price is significantly higher than public and take-private precedent transactions, and exceeds analysts’ price targets, despite material sector-wide decline.
  • Implied 9.6x LTM EBITDA multiple is higher than any Local Exchange Carrier precedent transaction in at least a decade.
  • Eliminates ongoing uncertainty of liquidity, funding and execution risks, transferring those risks to Searchlight and BCI.
  • Extensive special committee process over six months examined multiple strategic alternatives and achieved a 17.5% increase in price to the original offer.

• Standalone plan carries more downside risk than upside risk
  • Consolidated no longer has the liquidity to fund its prior standalone growth plans and sufficient external financing is not readily available.
  • Liquidity constraints add serious risk to the Company’s capital-intensive fiber transformation, which is a requirement if the Company is to remain competitive and deliver growth.
  • Time to market is imperative – those who are first to market with fiber offerings will be best-positioned to take and hold significant share. Delays to Consolidated’s fiber build due to liquidity constraints cedes its incumbency advantage, presenting potential franchise risk.

• Voting down this deal would be disastrous for shareholders
  • Wildcat Capital Management, LLC may dismiss the strategic urgency of our liquidity constraints but if this deal is not approved, the market will not be so forgiving. Peers of Consolidated have traded down, underscoring the market’s concern about the challenges Consolidated and its peers face.
  • Wildcat’s analysis fails to account for both the cost and dilutive impact of the additional capital needed to execute the standalone plan and the significant execution risks that fiber conversion presents.
  • Wildcat has an unrealistic demand for $14.00 per share – a 407% premium over the unaffected stock price.
  • No other bidders emerged during the well-publicized process or post-announcement of the Proposed Transaction, demonstrating that this is the best deal available.

Consolidated also mailed a letter to its shareholders in connection with the Special Meeting. The full text of the letter follows: