New Financing and Territory for Telecom Client

Client:	Consolidated Communications Holdings, Inc.
Representation:	Mergers and Acquisitions, Secured Lending
Date:	December 2007
Locations:	Pennsylvania

Summary:

On December 31, 2007, our client, Consolidated Communications Holdings, Inc. (Nasdaq – CNSL) completed the acquisition of North Pittsburgh Systems, Inc. for a purchase price of approximately $360 million in cash and stock. This transaction included a major secured financing element as well.

Attorneys from Schiff Hardin's Corporate and Securities group and Finance group assisted the client throughout the process, starting with due diligence, negotiation and the execution of the definitive agreement in July of 2007. The work continued through the remainder of the year, with a Hart-Scott-Rodino filing (receiving early termination of the waiting period) and preparation of an S-4 Registration Statement for the cash and stock election transaction. The registration statement went effective October 9, 2007 for a North Pittsburgh Systems stockholders meeting in November. State and federal regulatory approvals came through in early December.

A key part of the transaction was the negotiation of a new secured credit facility for the buyer in the aggregate amount of $950 million, which financed the cash portion of the purchase price, refinanced some existing debt of the buyer and the target, and left some room for additional borrowings. The credit facility, with Wachovia Bank, N.A. and other lenders, was committed in July and funded at closing.

The acquisition adds a third territory, the region of Pennsylvania north of Pittsburgh, to Consolidated's existing telecommunications operations in Illinois and Texas. It is an important strategic move for Consolidated, increasing the scale of their operations significantly.