Searchlight Capital and BCI to acquire Consolidated Communications in US$3.1 billion deal

Company

Searchlight Capital Partners, L.P.

Law Firm / Organization
Wachtell, Lipton, Rosen & Katz

Company

British Columbia Investment Management Corporation

Law Firm / Organization
Weil, Gotshal & Manges LLP

Company

Consolidated Communications Holdings, Inc.

Law Firm / Organization
Latham & Watkins LLP
Law Firm / Organization
Cravath, Swaine & Moore LLP

On October 16, 2023, Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) announced a definitive agreement to be acquired by affiliates of Searchlight Capital Partners, L.P. and British Columbia Investment Management Corporation (BCI) for approximately $3.1 billion USD (about CAD 4.2 billion), including debt assumption. Searchlight, already owning 34% of Consolidated’s common stock and all outstanding Series A perpetual preferred stock, and BCI purchased the remaining common stock at $4.70 per share in cash. This price represented a 70% premium to the April 12, 2023, closing price and a 33% premium to the October 13, 2023, closing price. The transaction implied a 9.6x multiple on Consolidated’s last twelve months EBITDA, adjusted for sales of non-core assets.

The Board, excluding directors affiliated with Searchlight and BCI, endorsed the deal based on the special committee's recommendation. This acquisition was expected to close by Q1 2025, subject to regulatory and shareholder approvals. Post-transaction, Consolidated was set to become a private entity, enhancing its flexibility for strategic transformations, especially its fiber expansion.

Advisors involved included Rothschild & Co and Cravath, Swaine & Moore LLP for the special committee; Latham & Watkins LLP for Consolidated; Goldman Sachs, J.P. Morgan, Morgan Stanley, Wells Fargo, Mizuho, RBC Capital Markets, and TD Securities for Searchlight; Wachtell, Lipton, Rosen & Katz for Searchlight's legal counsel; and Weil, Gotshal & Manges LLP for BCI's legal counsel.

Merger & Acquisition
Infrastructure
$ 4,200,000,000
Active