Consolidated Communications Completes Acquisition of SureWest Communications
Consolidated Communications Holdings, Inc. announced today that it has completed the earlier announced acquisition of SureWest Communications, Inc., for in broad outline $324 million, exclusive of debt, based upon the closing price of Consolidated's common stock on June 29, 2012.
"We are excited to complete this process and are looking forward to the opportunities that lie ahead," said Bob Currey, Consolidated's President and Chief Executive Officer. "This transaction with SureWest brings at the same time our consistent cash flows with SureWest's growth to create a financially strong company with a robust balance sheet and attractive dividend payout ratio. The combined company provides a diverse set of earnings and cash flows across multiple markets resulting in a stronger, more competitive company."
Consolidated Communications Holdings, Inc. is an established rural local exchange company providing voice, data and video services to residential and business clients in Illinois, Texas and Pennsylvania. Each of the operating companies has been operating in its local market for over 100 years. As of March 31, 2012, the Company had 226,167 ILEC access lines, 89,672 Competitive Local Exchange Carrier access line equivalents, 112,368 high-speed internet subscribers, 35,337 IPTV subscribers and 9,569 VoIP (Voice over Internet Protocol) lines. The Company offers a wide range of telecommunications services, including local and long distance service, custom calling features, private line services, high-speed Internet access, digital TV, carrier access services and directory publishing.
Leading integrated communications provider
SureWest Communications is a leading integrated communications provider and the bandwidth leader in the markets it serves. Headquartered in Northern California for more than 95 years, SureWest offers bundled residential and commercial services in the greater Sacramento and Kansas City regions that include IP-based digital and high definition television, high speed internet, Voice over IP, and local and long distance telephone. SureWest was the nation's first provider to launch residential HDTV over an IP network and offers one of the nation's fastest symmetrical internet services with speeds of up to 50 Mbps in each direction on its fiber-to-the-home network.
Any statements other than statements of historical facts, including statements about management's beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management's views and assumptions regarding future events and business performance. Words just as "estimate," "believe," "anticipate," "expect," "intend," "plan, "target," "project," "should," "may," "will" and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include the ability of Consolidated Communications Holdings, Inc. to complete the acquisition of SureWest Communications, successfully integrate the operations of SureWest and realize the synergies from the acquisition, as then as a number of other factors related to the businesses of the Company and SureWest, including various risks to stockholders of not receiving dividends and risks to the Company's ability to pursue growth opportunities if the Company continues to pay dividends according to the current dividend policy; various risks to the price and volatility of the Company's common stock; the substantial amount of debt and the Company's ability to repay or refinance it or incur additional debt henceforth; the Company's need for a significant amount of cash to service and repay the debt and to pay dividends on the Company's common stock; changes in the valuation of pension plan assets; restrictions contained in the Company's debt agreements that limit the discretion of management in operating the business; regulatory changes, including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecommunications industry; risks associated with the Company's possible pursuit of acquisitions; economic conditions in the Company's and SureWest's service areas; system failures; losses of large clients or government contracts; risks associated with the rights-of-way for the network; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel henceforth; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of the Company's or SureWest's network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes on the telecommunications industry; and liability and compliance costs regarding environmental regulations. These and other risks and uncertainties are discussed in more detail in the Company's and SureWest's filings with the Securities and Exchange Commission, including our respective reports on Form 10-K and Form 10-Q.
Many of these risks are beyond management's ability to control or predict. All forward-looking statements attributable to the Company, SureWest or persons acting on behalf of each of them are specifically qualified in their entirety by the cautionary statements and risk factors contained in this communication and the companies' filings with the Securities and Exchange Commission. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Moreover, forward-looking statements speak only as of the date they are made. Except as required pursuant to this agreement the federal securities laws or the rules and regulations of the Securities and Exchange Commission, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or if not.
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