UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 22, 2010
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-51446 02-0636095
(State of Incorporation) (Commission (IRS employer
File Number) identification no.)
121 South 17th Street
Mattoon, Illinois 61938-3987
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (217) 235-3311
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 22, 2010, Consolidated Communications Holdings, Inc. (the
"Company"), through two of its wholly owned subsidiaries, Consolidated
Communications Services Company ("CCSC") and Illinois Consolidated
Telephone Company ("ICTC" and together with CCSC, the "Tenants" and
each, a "Tenant"), entered into three separate lease agreements with
LATEL, LLC ("LATEL"), as described below (the "New Leases"). The
three separate premises covered under the New Leases (the "Premises")
were previously covered under the lease agreement entered into as of
December 31, 2002 between LATEL and ICTC (the "Old Lease").
Concurrent with the effectiveness of the New Leases, the Old Lease was
terminated with respect to the Premises. On February 28, 2010, as
part of the sale of the Company's telemarketing business, the Company
assigned all of its right, title and interest in the lease agreement
entered into as of December 31, 2002 with respect to premises located
in Charleston, Illinois. The Old Lease will terminate in July 2011
pursuant to its original terms, with respect to the sales and
administration building in Mattoon, Illinois, the only property
remaining under the Old Lease.
Each New Lease has a term of ten years and six months and provides
each Tenant with two separate options to extend the respective lease
for additional five-year terms. For the premises identified in the
respective New Lease as the "Field Operations Building" in Mattoon,
Illinois, the initial aggregate annual rent is $130,632. For the
premises identified in the respective New Lease as the "General
Operations Building" in Mattoon, Illinois, the initial aggregate
annual rent is $508,200. For the Taylorville, Illinois premises, the
initial aggregate annual rent is $26,820. For each New Lease, the
annual rent amount increases by 2.5% per year through the final year
of the initial term.
The Chairman of the Company, Richard A. Lumpkin, and his immediate
family have a beneficial ownership interest of 74.85% of LATEL,
directly or through Agracel, Inc. ("Agracel"). Agracel is a real
estate investment company of which Mr. Lumpkin, together with his
family, have a beneficial interest of 49.7%. In addition, Mr. Lumpkin
is a director of Agracel. Agracel is the sole managing member and 50%
owner of LATEL.
Each of the New Leases has been approved by the Company's Audit
Committee pursuant to the Company's Related Person Transactions
Policy.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The information set forth under Item 1.01 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 1.02.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
Exhibit No. Description
----------- -----------
10.1 Lease Agreement, dated December 22, 2010, between
LATEL, LLC and Consolidated Communications Services
Company.
10.2 Lease Agreement, dated December 22, 2010, between
LATEL, LLC and Illinois Consolidated Telephone Company.
10.3 Lease Agreement, dated December 22, 2010, between
LATEL, LLC and Illinois Consolidated Telephone Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: December 22, 2010
Consolidated Communications Holdings, Inc.
By: /s/ Steven L. Childers
--------------------------------------
Name: Steven L. Childers
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Lease Agreement, dated December 22, 2010, between
LATEL, LLC and Consolidated Communications Services
Company.
10.2 Lease Agreement, dated December 22, 2010, between
LATEL, LLC and Illinois Consolidated Telephone Company.
10.3 Lease Agreement, dated December 22, 2010, between
LATEL, LLC and Illinois Consolidated Telephone Company.