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EXHIBIT 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

        The following unaudited pro forma condensed combined financial statements ("pro forma financial statements") have been prepared to reflect the mergers (the "Mergers") contemplated by the Agreement and Plan of Merger by and among Consolidated Communications Holdings, Inc. ("Consolidated"), SureWest Communications ("SureWest"), WH Acquisition Corp. and WH Acquisition II Corp. dated as of February 5, 2012, based on the purchase method of accounting, with Consolidated treated as the acquirer. The pro forma financial statements utilize the historical consolidated financial statements of Consolidated and SureWest, which are included in Consolidated's Annual Report on Form 10-K for the year ended December 31, 2011, Consolidated's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, SureWest's Annual Report on Form 10-K for the year ended December 31, 2011 and SureWest's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (collectively, the "Reports"). The historical consolidated financial statements have been adjusted to give effect to pro forma events that are directly attributable to the Mergers and factually supportable and, in the case of the statements of income, that are expected to have a continuing impact. The unaudited pro forma condensed combined statements of operations, which have been prepared for the quarter and twelve months ended March 31, 2012 and the year ended December 31, 2011, give effect to the Mergers as if they had occurred on January 1, 2011. The unaudited pro forma condensed combined balance sheet has been prepared as of March 31, 2012 and gives effect to the Mergers as if they had occurred on that date.

        As of May 23, 2012, Consolidated has not finalized the detailed valuation studies necessary to arrive at the required fair market value of the SureWest assets to be acquired and the liabilities to be assumed and the related allocations of the purchase price. As indicated in Note 1 to the pro forma financial statements, Consolidated has made certain pro forma adjustments to the historical book values of the assets and liabilities of SureWest to reflect certain preliminary estimates of the fair value of the net assets acquired, with the excess of the estimated purchase price over the estimated fair values of SureWest's acquired assets and assumed liabilities recorded as goodwill. Actual results are expected to differ from these preliminary estimates once Consolidated has determined the final purchase price (as determined by the average closing price of Consolidated common stock for the 20 consecutive trading days ending on the second day preceding the closing date of the Mergers) for SureWest and completed the valuation studies necessary to finalize the required purchase price allocations. There can be no assurances that such finalization of the valuation studies will not result in material changes. Consolidated performed a preliminary assessment of accounting policies and financial statement presentation which has identified certain adjustments necessary to conform information in SureWest's historical financial statements to Consolidated's combined accounting policies and presentation. The review of the accounting policies and presentation is not yet complete and additional policy differences may be identified when completed.

        These pro forma financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of Consolidated and SureWest included in the Reports.

        The pro forma financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of the combined company that would have been reported had the Mergers been completed as of the dates presented and should not be taken as representative of the future consolidated results of operations or financial condition of the combined company.

        The pro forma financial statements do not include the realization of future cost savings or synergies or restructuring charges that are expected to result from Consolidated's acquisition of SureWest.

1



CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE QUARTER ENDED MARCH 31, 2012

(amounts in thousands, except per share amounts)

 
  Consolidated
Communications
  SureWest
Communications
  Pro Forma
Adjustments
  Note 4   Pro Forma
Condensed
Combined
Consolidated
Communications
and SureWest
Communications
 

Operating revenues

  $ 93,364   $ 62,758   $ 138   (a)   $ 156,260  

Operating expenses:

                             

Operating expenses (exclusive of depreciation and amortization)

    55,392     45,714     138   (a)     101,244  

Transaction costs

    4,822     3,292     (8,114 ) (b)      

Depreciation and amortization

    22,137     15,946     2,341   (c)     40,424  
                       

Total operating expenses

    82,351     64,952     (5,635 )       141,668  
                       

Operating income (loss)

    11,013     (2,194 )   5,773         14,592  

Other income (expense):

                             

Interest expense

    (14,600 )   (2,213 )   (3,458 ) (d)     (20,271 )

Investment income

    6,466     25             6,491  

Other, net

    14     (154 )           (140 )
                       

Income (loss) before income taxes

    2,893     (4,536 )   2,315         672  

Income tax expense (benefit)

    1,009     (622 )   (352 ) (e)     35  
                       

Net income (loss)

    1,884     (3,914 )   2,667         637  

Less: net income attributable to noncontrolling interest

    125                 125  
                       

Net income (loss) attributable to common stockholders

  $ 1,759   $ (3,914 ) $ 2,667       $ 512  
                       

Net income (loss) per common share—basic

  $ 0.06   $ (0.28 )   n/a       $ 0.01  
                         

Net income (loss) per common share—diluted

  $ 0.06   $ (0.28 )   n/a       $ 0.01  
                         

Shares of common stock used to calculate earnings per share:

                             

Basic

    29,689     14,036     (5,350 ) (f)     38,375  
                       

Diluted

    29,689     14,036     (5,350 ) (f)     38,375  
                       

   

See accompanying notes to the unaudited pro forma condensed combined financial statements.

2



CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE TWELVE MONTHS ENDED MARCH 31, 2012

(amounts in thousands, except per share amounts)

 
  Consolidated
Communications
  SureWest
Communications
  Pro Forma
Adjustments
  Note 4   Pro Forma
Condensed
Combined
Consolidated
Communications
and SureWest
Communications
 

Operating revenues

  $ 372,186   $ 250,256   $ 940   (a)   $ 623,382  

Operating expenses:

                             

Operating expenses (exclusive of depreciation and amortization)

    221,972     172,285     940   (a)     395,197  

Transaction costs

    4,822     3,292     (8,114 ) (b)      

Depreciation and amortization

    88,724     64,136     9,014   (c)     161,874  
                       

Total operating expenses

    315,518     239,713     1,840         557,071  
                       

Operating income

    56,668     10,543     (900 )       66,311  

Other income (expense):

                             

Interest expense

    (52,055 )   (9,383 )   (22,490 ) (d)     (83,928 )

Investment income

    27,392     49             27,441  

Other, net

    610     (402 )           208  
                       

Income before income taxes

    32,615     807     (23,390 )       10,032  

Income tax expense

    11,246     1,275     (9,605 ) (e)     2,916  
                       

Net income (loss)

    21,369     (468 )   (13,785 )       7,116  

Less: net income attributable to noncontrolling interest

    565                 565  
                       

Net income (loss) attributable to common stockholders

  $ 20,804   $ (468 ) $ (13,785 )     $ 6,551  
                       

Net income (loss) per common share—basic

  $ 0.70   $ (0.03 )   n/a       $ 0.17  
                         

Net income (loss) per common share—diluted

  $ 0.70   $ (0.03 )   n/a       $ 0.17  
                         

Shares of common stock used to calculate earnings per share:

                             

Basic

    29,624     13,938     (5,252 ) (f)     38,310  
                       

Diluted

    29,624     13,938     (5,252 ) (f)     38,310  
                       

   

See accompanying notes to the unaudited pro forma condensed combined financial statements.

3



CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR YEAR ENDED DECEMBER 31, 2011

(amounts in thousands, except per share amounts)

 
  Consolidated
Communications
  SureWest
Communications
  Pro Forma
Adjustments
  Note 4   Pro Forma
Condensed
Combined
Consolidated
Communications
and SureWest
Communications
 

Operating revenues

  $ 374,263   $ 248,053   $ 1,274   (a)   $ 623,590  

Operating expenses:

                             

Operating expenses (exclusive of depreciation and amortization)

    222,963     169,363     1,274   (a)     393,600  

Depreciation and amortization

    88,745     63,965     9,185   (c)     161,895  
                       

Total operating expenses

    311,708     233,328     10,459         555,495  
                       

Operating income

    62,555     14,725     (9,185 )       68,095  

Other income (expense):

                             

Interest expense

    (49,394 )   (11,586 )   (23,350 ) (d)     (84,330 )

Investment income

    27,843     39             27,882  

Other, net

    823     (41 )           782  
                       

Income before income taxes

    41,827     3,137     (32,535 )       12,429  

Income tax expense

    14,845     1,335     (11,713 ) (e)     4,467  
                       

Net income

    26,982     1,802     (20,822 )       7,962  

Less: net income attributable to noncontrolling interest

    572                 572  
                       

Net income attributable to common stockholders

  $ 26,410   $ 1,802   $ (20,822 )     $ 7,390  
                       

Net income per common share—basic

  $ 0.88   $ 0.13     n/a       $ 0.19  
                         

Net income per common share—diluted

  $ 0.88   $ 0.13     n/a       $ 0.19  
                         

Shares of common stock used to calculate earnings per share:

                             

Basic

    29,600     13,876     (5,190 ) (f)     38,286  
                       

Diluted

    29,600     13,936     (5,250 ) (f)     38,286  
                       

   

See accompanying notes to the unaudited pro forma condensed combined financial statements.

4



CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2012

(amounts in thousands)

 
  Consolidated
Communications
  SureWest
Communications
  Pro Forma
Adjustments
  Note 5   Pro Forma
Condensed
Combined
Consolidated
Communications
and SureWest
Communications
 

ASSETS

                             

Current assets:

                             

Cash and cash equivalents

  $ 98,493   $ 5,446   $ (72,637 ) (b)   $ 31,302  

Accounts receivable, net

    34,169     18,899             53,068  

Inventories

    6,950         5,692   (a)     12,642  

Income tax receivable

    11,730                 11,730  

Deferred income taxes

    4,825     2,422             7,247  

Prepaid expenses and other current assets

    9,563     7,730     1,074   (c)     18,367  
                       

Total current assets

    165,730     34,497     (65,871 )       134,356  

Property, plant and equipment, net

    326,550     523,012     (5,692 ) (a)     911,255  

                67,385   (c)        

Investments

    98,559                 98,559  

Intangible and other assets:

                             

Tradenames, indefinite life assets and goodwill

    532,909     45,814     24,096   (c)     602,819  

Customer lists, net

    52,276     1,114     23,886   (c)     77,276  

Deferred charges and other assets

    8,719     5,942     712   (d)     15,373  
                       

    593,904     52,870     48,694         695,468  
                       

  $ 1,184,743   $ 610,379   $ 44,516       $ 1,839,638  
                       

LIABILITIES AND STOCKHOLDERS' EQUITY

                             

Current liabilities:

                             

Accounts payable

  $ 13,932   $ 3,443   $       $ 17,375  

Other accrued liabilities

    37,359     24,378     (7,783 ) (e)     53,954  

Advance billings and deferred revenues

    21,571     8,170             29,741  

Dividends payable

    11,603                 11,603  

Current portion of long-term debt and capital lease obligations

    9,004     7,500     (7,500 ) (f)     9,004  

Current portion of pension and postretirement benefit obligations

    2,579                 2,579  
                       

Total current liabilities

    96,048     43,491     (15,283 )       124,256  

Long-term debt and capital lease obligations, net of discount

    873,462     200,000     133,035   (f)     1,206,497  

Deferred income taxes

    78,184     48,569     29,171   (g)     155,924  

Accrued pension and other post-retirement benefits

    92,012     54,957             146,969  

Other liabilities and deferred revenues

    4,990     6,662             11,652  

Commitments and contingencies

                             

Total stockholders' equity

    40,047     256,700     (86,203 ) (h)     194,340  

                (16,204 ) (h)        
                       

  $ 1,184,743   $ 610,379   $ 44,516       $ 1,839,638  
                       

   

See accompanying notes to the unaudited pro forma condensed combined financial statements.

5



NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(amounts in thousands, except per share amounts)

1. Description of the Transaction

        On February 5, 2012, Consolidated and SureWest Communications ("SureWest") entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Consolidated has agreed to acquire SureWest. The Merger Agreement provides for a two-step merger in which, first, a wholly-owned subsidiary of Consolidated will merge with and into SureWest, with SureWest as the surviving entity (the "First Merger"), and then SureWest will merge with and into a separate wholly-owned subsidiary of Consolidated (the "Second Merger" and together with the First Merger, the "Mergers"). As a result of these mergers, the separate corporate existence of SureWest will cease, and the wholly-owned subsidiary of Consolidated will continue as the surviving corporation and a wholly-owned subsidiary of Consolidated.

        Pursuant to the terms of the Merger Agreement, SureWest shareholders may elect to exchange each share of SureWest common stock for either $23.00 in cash (without interest) or shares of Consolidated common stock having an equivalent value based on average trading prices for the 20-day period ending two days before the closing of the acquisition, subject to a collar so that there will be a maximum exchange ratio of 1.40565 shares of Consolidated common stock for each share of SureWest common stock and a minimum of 1.03896 shares of Consolidated common stock for each share of SureWest common stock. Overall elections are subject to proration so that 50% of the SureWest shares will be exchanged for cash and 50% for stock. The results of applying the collar and proration provisions are subject to adjustment to ensure the transaction will be treated as a tax-free reorganization for federal income tax purposes. Shares of SureWest with respect to which no election is timely made will be converted into the right to receive the cash consideration or the Consolidated common stock, as determined in accordance with the proration described in the Merger Agreement.

        Consolidated will account for its acquisition of SureWest using the purchase method of accounting. The pro forma adjustments reflect preliminary estimates of the purchase price allocation, which are expected to change upon finalization of appraisals and other valuation studies. The final allocation will be based on the actual purchase price and the assets and liabilities that exist as of the date of the SureWest acquisition. The final adjustments could be materially different from the pro forma adjustments presented herein.

        The unaudited pro forma condensed combined statement of operations includes certain accounting adjustments related to the acquisition that are expected to have a continuing impact on the combined results, such as increased depreciation and amortization on the acquired tangible and intangible assets, increased interest expense on the debt expected to be incurred to complete the acquisition, amortization of deferred financing fees incurred in connection with the new borrowings and the tax impact of these pro forma adjustments.

        The unaudited pro forma condensed combined statement of operations does not reflect certain adjustments that are expected to result from the acquisition that may be significant, such as costs that may be incurred by Consolidated for integration and restructuring efforts, as well as payments under certain Change in Control Agreements with SureWest employees, because they are considered to be of a non-recurring nature.

        Upon completion of the Mergers, various triggering events will have occurred which result in the payment of various Change in Control Agreements to certain SureWest employees. The estimated payments under these agreements will range from approximately $12,000 to $14,000. No adjustment has been included in the pro forma financial statements for these payments.

6



NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(amounts in thousands, except per share amounts)

1. Description of the Transaction (Continued)

        Consolidated expects to realize synergies following the acquisition that are not reflected in the pro forma adjustments. The transaction is expected to generate annual operating synergies of approximately $25,000, which will be phased in over the first two years after closing as integration projects are completed. The transaction is also expected to generate annual capital expenditure synergies of $5,000 to $10,000, which are expected to be fully realized by the end of the first full year after close on a run-rate basis. Consolidated also expects to incur merger and integration costs, excluding closing costs, of approximately $20,000 to $25,000 over the first two fiscal years following the close. No assurance can be given with respect to the ultimate level of such synergies or the timing of their realization.

2. Estimated Purchase Price

        The following is a preliminary estimate of the purchase price to be paid by Consolidated in the acquisition of SureWest:

Number of shares of SureWest common stock and equity awards estimated to be outstanding at the effective time of the First Merger(a)

    14,826        

Number of shares convertible into Consolidated common stock(b)

    7,413        

Exchange ratio(c)

    1.1717        

Number of shares of Consolidated common stock to be issued to holders of SureWest common stock(d)

    8,686        

Multiplied by cost per share of Consolidated common stock(e)

  $ 19.63        
             

Stock portion of the merger consideration

        $ 170,497  

Cash portion of the merger consideration(f)

          170,497  

Repayment of outstanding SureWest debt

          207,500  
             

Estimated purchase price

        $ 548,494  
             

(a)
Based on the number of shares of SureWest stock and equity awards outstanding as of March 31, 2012.

(b)
Represents 50% of the total consideration payable in Consolidated common stock.

(c)
Exchange ratio is subject to adjustment in accordance with the Merger Agreement. The exchange ratio is subject to a collar so that there will be a maximum exchange ratio of 1.40565 shares of Consolidated common stock for each share of SureWest common stock and a minimum of 1.03896 shares of Consolidated common stock for each share of SureWest common stock. As a result of the terms of the exchange ratio, the final purchase price is subject to change and may result in additional or fewer Consolidated common stock being exchanged for SureWest common stock.

(d)
Represents the product of the number of shares of SureWest common stock convertible into Consolidated common stock based on the exchange ratio, which was estimated based on the closing price of Consolidated common stock as of March 31, 2012.

(e)
Represents the closing price of Consolidated common stock as of March 31, 2012.

7



NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(amounts in thousands, except per share amounts)

2. Estimated Purchase Price (Continued)

(f)
Represents the product of 50% of the estimated number of SureWest shares and equity awards outstanding as of March 31, 2012 and $23.00 per share.

3. Estimated purchase price allocation

        The estimated purchase price has been allocated to the estimated net tangible and intangible assets acquired and liabilities assumed on a preliminary basis as follows:

Estimated purchase price

        $ 548,494  
             

Current assets

    41,263        

Property, plant & equipment

    584,705        

Customer lists

    25,000        

Tradenames, indefinite life assets and goodwill

    69,910        

Other assets

    2,966        

Current liabilities

    (35,991 )      

Pension & other postretirement benefit obligations

    (54,957 )      

Deferred income taxes

    (77,740 )      

Other liabilities

    (6,662 )      

Net assets acquired

        $ 548,494  
             

        For purposes of preparing the pro forma financial statements, the estimated purchase price stated above has been allocated based on the preliminary estimates of the fair value of the assets acquired and liabilities assumed. The final purchase price allocation will be based on the estimated fair values at the completion of the Mergers and could vary significantly from the pro forma amounts due to various factors, including but not limited to, changes in the composition of SureWest's assets, liabilities, outstanding equity ownership shares, changes in the exchange ratio and changes in interest rates prior to the completion of the Mergers. Accordingly, the preliminary estimated fair values of the assets and liabilities recorded are subject to change pending additional information that may be developed by Consolidated and SureWest. Allocation of an increased portion of the purchase price to property, plant and equipment or any identifiable intangible asset with a finite life could reduce the amount of goodwill in the pro forma financial statements and may result in increased depreciation and/or amortization expense, which could be material.

4. Pro Forma Adjustments—Statements of Income

        Following are pro forma adjustments included in the unaudited pro forma condensed combined statements of income for the quarter and twelve months ended March 31, 2012 and the year ended December 31, 2011 and gives effect to the Mergers as if it had occurred on January 1, 2011:

    (a)
    Accounting Policies and Presentation

      In connection with the Merger Agreement, a preliminary review of the accounting policies and presentation of the financial statements of SureWest has been performed to conform to those of Consolidated. Based on this review, certain amounts included in SureWest's historical financial statements have been reclassified to conform to Consolidated's accounting policies

8



NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(amounts in thousands, except per share amounts)

4. Pro Forma Adjustments—Statements of Income (Continued)

      and presentation. The pro forma adjustment reflects the reclassification of SureWest bad debt expense from operating revenues to operating expenses.

      The final results of the complete review of accounting policies and presentation may result in additional differences. There can be no assurances that such finalization will not result in material differences.

    (b)
    Transaction Costs

      In connection with the Merger Agreement, Consolidated and SureWest expect to incur estimated transaction costs of $21,200, of which $8,114 were incurred through March 31, 2012. These costs have been excluded from the unaudited pro forma condensed combined statements of income since they are considered to be of a non-recurring nature. The pro forma adjustment reflects the removal of transaction costs of $8,114 that were incurred by Consolidated and SureWest during the quarter and twelve months ended March 31, 2012.

    (c)
    Depreciation and Amortization

      The pro forma adjustments to depreciation and amortization reflect the removal of the historical basis of depreciation and amortization for the SureWest assets and the increase in depreciation and amortization expense for property and equipment and finite-lived intangible assets acquired in the SureWest acquisition, based on the write-up of these assets to their fair values in accordance with Statement of Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 805, Business Combinations. The following table summarizes the pro forma adjustments to depreciation and amortization:

 
  Quarter
Ended
March 31, 2012
  Twelve Months
Ended
March 31, 2012
  Year Ended
December 31, 2011
 

Removing historical depreciation and amortization

  $ (15,946 ) $ (64,136 ) $ (63,965 )

Recording new depreciation and amortization

    18,287     73,150     73,150  
               

  $ 2,341   $ 9,014   $ 9,185  
               
    (d)
    Interest Expense

      The pro forma adjustments to interest expense, as summarized in the following table, reflect the removal of SureWest's historical interest expense and the additional interest expense resulting from the new borrowings to finance the acquisition. The pro forma adjustments are

9



NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(amounts in thousands, except per share amounts)

4. Pro Forma Adjustments—Statements of Income (Continued)

      based on the amounts borrowed and the interest rates assumed to be in effect at the closing of the Mergers.

 
  Estimated
Principal
Outstanding
  Estimated
Interest
Rate
  Quarter
Ended
March 31, 2012
  Twelve Months
Ended
March 31, 2012
  Year Ended
December 31, 2011
 

Removal of historical interest expense:

                               

SureWest interest expense

              $ (2,213 ) $ (9,383 ) $ (11,586 )

Consolidated amortization of debt issuance costs for bridge notes

                (3,063 )   (3,063 )    

Recording of new interest expense:

                               

Notes

  $ 300,000     10.875 %   8,156     32,625     32,625  

Revolver

  $ 35,000     3.49 %   305     1,221     1,221  

Amortization of discount

                62     246     246  

Amortization of debt issuance costs:

                               

Notes

                211     844     844  
                           

Net adjustment to interest expense

              $ 3,458   $ 22,490   $ 23,350  
                           

      The pro forma adjustments are based on drawing on the existing Revolving credit facility and on the issuance of privately placed notes as if such transactions had occurred on January 1, 2011. These pro forma adjustments also include amortizing a discount on the privately placed notes based on a term of eight years.

      For all periods presented, pro forma interest expense includes the amortization of financing costs related to the private placement offering of $6,750 based on a term of eight years. Pro forma interest expense does not include amortization of financing costs of $3,063 incurred during the quarter ended March 31, 2012 related to the bridge facility commitment entered into in connection with the Mergers.

    (e)
    Income Tax Expense

      The blended effective tax rate applied to the deductible pro forma adjustments related to the Mergers and related financing is 36% for the periods presented. The pro forma adjustments for transaction costs incurred in connection with the Mergers have been treated consistent with the historical deductibility for income tax purposes.

10



NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(amounts in thousands, except per share amounts)

4. Pro Forma Adjustments—Statements of Income (Continued)

    (f)
    Earnings Per Share

      The pro forma adjustment reflects the change in outstanding shares to calculate basic and dilutive earnings per share based on the Mergers:

 
  Quarter
Ended
March 31, 2012
  Twelve Months
Ended
March 31, 2012
  Year Ended
December 31, 2011
 

Shares Used in Basic Earnings Per Share

                   

Cancellation of SureWest shares

    (14,036 )   (13,938 )   (13,876 )

Issuance of Consolidated shares

    8,686     8,686     8,686  
               

    (5,350 )   (5,252 )   (5,190 )
               

Shares Used in Diluted Earnings Per Share

                   

Cancellation of SureWest shares

    (14,036 )   (13,938 )   (13,936 )

Issuance of Consolidated shares

    8,686     8,686     8,686  
               

    (5,350 )   (5,252 )   (5,250 )
               

5. Pro Forma Adjustments—Balance Sheet

        The following are the pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2012 and gives effect to the Mergers as if they had occurred on that date:

    (a)
    Accounting Policies and Presentation

      In connection with the Merger Agreement, a preliminary review of the accounting policies and presentation of the financial statements of SureWest has been performed to conform to those of Consolidated. Based on this review, certain amounts included in SureWest's historical financial statements have been reclassified to conform to Consolidated's accounting policies and presentation. The pro forma adjustment reflects the reclassification of SureWest construction inventory of $5,692 from property, plant and equipment to current assets.

      The final results of the complete review of accounting policies and presentation may result in additional differences. There can be no assurances that such finalization will not result in material differences.

    (b)
    Cash

      Pro forma adjustments to cash are the result of cash used to fund the acquisition of SureWest, estimated transaction costs to be paid after March 31, 2012, and costs associated with entering

11



NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(amounts in thousands, except per share amounts)

5. Pro Forma Adjustments—Balance Sheet (Continued)

      into the new credit facilities. Following is a preliminary estimate of net cash used for the Mergers:

Cash consideration for acquisition

  $ (170,497 )

Estimated transaction costs—Consolidated

    (7,300 )

Estimated transaction costs—SureWest

    (7,500 )

Deferred financing costs

    (12,875 )

Incremental borrowings

    125,535  
       

Net cash used

  $ (72,637 )
       

      As of March 31, 2012, Consolidated and SureWest have paid approximately $3,900 and $2,500, respectively, in transaction costs, which are included in the historical cash balances as of March 31, 2012.

    (c)
    Fair Value Estimates

      The pro forma adjustments reflect the preliminary purchase accounting fair value estimates for the net assets to be acquired. This is an estimate based on preliminary purchase price allocation which is subject to final allocation upon completion of the valuation process.

Increase to assets held for sale

  $ 1,074  

Increase to property, plant and equipment, net

    67,385  

Increase to customer lists, net

    23,886  
       

  $ 92,345  
       

Tradenames, indefinite life assets and goodwill:

       

Increase to tradenames, indefinite life assets and goodwill

  $ 69,910  

Remove historical SureWest goodwill

    (45,814 )
       

  $ 24,096  
       
    (d)
    Deferred Financing Costs

      Consolidated will incur $6,750 of deferred financing costs related to privately placed notes, excluding legal and accounting fees. The pro forma adjustments to deferred financing costs are as follows:

Removal of SureWest deferred financing costs

  $ (2,976 )

Removal of Consolidated deferred financing costs for bridge facility

    (3,062 )

Recording of new deferred financing costs associated with privately placed notes

    6,750  
       

  $ 712  
       

12



NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(amounts in thousands, except per share amounts)

5. Pro Forma Adjustments—Balance Sheet (Continued)

    (e)
    Other Accrued Liabilities

      The pro forma adjustment reflects the cash payment of accrued transaction and financing costs included in Consolidated and SureWest's historical financial statements at March 31, 2012.

    (f)
    Debt

      The pro forma adjustments reflect the payment and incurrence of debt as follows:

Non-current portion:

       

Repayment of existing SureWest credit facility

  $ (200,000 )

Notes

    300,000  

Discount on Notes

    (1,965 )

Revolver

    35,000  
       

Adjustment to non-current portion of long-term debt

  $ 133,035  
       

Current portion:

       

Repayment of existing SureWest credit facility

  $ (7,500 )
       
    (g)
    Income Taxes

      The pro forma adjustments reflect the income tax impact assuming a marginal combined state and federal tax rate of approximately 36% of the pro forma adjustments resulting from the Mergers. The pro forma adjustments to current deferred tax assets and long-term deferred tax liabilities reflect the change in fair value of the net assets to be acquired.

    (h)
    Stockholders' Equity

      The pro forma stockholders' equity reflects the following adjustments:

Equity issued to SureWest shareholders

  $ 170,497  

Elimination of historical SureWest shareholders' equity

    (256,700 )
       

  $ (86,203 )
       

      In addition, retained earnings were reduced by $16,204 for estimated transaction and financing costs. The estimated transaction costs expected to be incurred in connection with the Mergers have not been assessed for deductibility for income tax purposes and accordingly are assumed to be nondeductible for pro forma purposes.

13




QuickLinks

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2012 (amounts in thousands, except per share amounts)
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED MARCH 31, 2012 (amounts in thousands, except per share amounts)
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 2011 (amounts in thousands, except per share amounts)
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2012 (amounts in thousands)
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (amounts in thousands, except per share amounts)