SURW / Surewest Communications - SEC-arkivering, Årsberetning, Fuldmagtserklæring

CONSOLIDATED COMMUNICATIONS, INC. OFFER TO EXCHANGE $300,000,000 OF 10.875% SENIOR NOTES DUE 2020 FOR $300,000,000 OF 10.875% SENIOR NOTES DUE 2020 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED UNCONDITIONALLY GUARANTEED BY

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.

- EX-4.4

Exhibit 4.4 FORM OF NOTE [Face of Note] THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS

- S-4/A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on March 20, 2013 Registration No.

TAX GUIDELINES GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.4 TAX GUIDELINES GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payor. Social Security Numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer Identification Numbers have nine digits separa

Pro Forma

Consolidated Communications Holdings, Inc. Exhibit 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands) Historical Pro Forma Year Ended Year Ended December 31, December 31, 2012 2011 2010 2009 2008 2012 Earnings: Income before income taxes $ 7,607 $ 41,827 $ 42,143 $ 38,334 $ 12,766 $ 16,880 Fixed charges 74,041 50,236 51,966 59,354 68,060 83,011 Noncontrollin

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A National Banking Associat

- S-4

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on March 12, 2013 Registration No.

BROKER DEALER LETTER CONSOLIDATED COMMUNICATIONS, INC. Offer to Exchange $300,000,000 of 10.875% Senior Notes due 2020 Registered under the Securities Act of 1933 for An Equal Amount of Outstanding 10.875% Senior Notes due 2020 Unconditionally Guaran

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 BROKER DEALER LETTER CONSOLIDATED COMMUNICATIONS, INC. Offer to Exchange $300,000,000 of 10.875% Senior Notes due 2020 Registered under the Securities Act of 1933 for An Equal Amount of Outstanding 10.875% Senior Notes due 2020 Unconditionally Guaranteed by Consolidated Communications Holdings, Inc. and certain Subsidia

CLIENT LETTER CONSOLIDATED COMMUNICATIONS, INC. Offer to Exchange $300,000,000 of 10.875% Senior Notes due 2020 Registered under the Securities Act of 1933 for An Equal Amount of Outstanding 10.875% Senior Notes due 2020 Unconditionally Guaranteed by

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.3 CLIENT LETTER CONSOLIDATED COMMUNICATIONS, INC. Offer to Exchange $300,000,000 of 10.875% Senior Notes due 2020 Registered under the Securities Act of 1933 for An Equal Amount of Outstanding 10.875% Senior Notes due 2020 Unconditionally Guaranteed by Consolidated Communications Holdings, Inc. and certain Subsidiaries of

LETTER OF TRANSMITTAL CONSOLIDATED COMMUNICATIONS, INC. Offer to Exchange $300,000,000 of 10.875% Senior Notes due 2020 Registered under the Securities Act of 1933 for An Equal Amount of Outstanding 10.875% Senior Notes due 2020 Unconditionally Guara

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 LETTER OF TRANSMITTAL CONSOLIDATED COMMUNICATIONS, INC. Offer to Exchange $300,000,000 of 10.875% Senior Notes due 2020 Registered under the Securities Act of 1933 for An Equal Amount of Outstanding 10.875% Senior Notes due 2020 Unconditionally Guaranteed by Consolidated Communications Holdings, Inc. and certain Subsidi

SURW / Surewest Communications / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* SUREWEST COMMUNICATIONS (Name of Issuer) Common Stock (Title of Class of Securities) 868733106 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

- 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-29660 SUREWEST COMMUNICATIONS (Exact name of registrant as specified in

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits - 8-K

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): July 2, 2012 SUREWEST COMMUNICATIONS (Exact name of registrant as specified in its charter) California 000-29660 68-0365195 (State of Incorporation) (Commission File Number) (IRS empl

AMENDED AND RESTATED ARTICLES OF INCORPORATION WH ACQUISITION II CORP.

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WH ACQUISITION II CORP. The undersigned, Robert J. Currey and Steven J. Shirar, hereby certify that: 1. They are the duly elected and acting President and Secretary, respectively, of WH Acquisition II Corp., a California corporation. 2. The Articles of Incorporation of this corporation shall be amended and restated to read in full as fo

AMENDED AND RESTATED BY-LAWS SUREWEST COMMUNICATIONS (A California Corporation) ARTICLE I – FORMATION

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF SUREWEST COMMUNICATIONS (A California Corporation) ARTICLE I – FORMATION 1.1 Legal Name. The legal name of the corporation is SureWest Communications, hereinafter referred to as “Corporation”. 1.2 Legal Purpose. The Corporation has been formed for the following legal purpose: “Any legal business purpose.” 1.3 Legal Jurisdiction. The Corporation is subjec

- S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUREWEST COMMUNICATIONS (Exact name of registrant as specified in its charter) California 68-0365195 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 8150 Industrial Avenue Rosevill

- 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-29660 A. Full title of the plan and the address of the plan,

Merger Prospectus - FORM 425

Filed by Consolidated Communications Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: SureWest Communications File No. of Related Registration Statement: 333-180407 DATE: June 14, 2012 TO: All SureWest and Consolidated Communications Employees FROM: Bob Currey, CEO SUBJECT: Organizational Announcements For the past few months, the senior management

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders - 8-K

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): June 12, 2012 SureWest Communications (Exact name of registrant as specified in its charter) California 000-29660 68-0365195 (State or other jurisdiction of incorporation) (Commission

Consolidated Communications and SureWest Announce Cash/Stock Election Deadline and Closing Date for Pending Merger

Exhibit 99.1 Consolidated Communications and SureWest Announce Cash/Stock Election Deadline and Closing Date for Pending Merger MATTOON, Ill., June 12, 2012 (GLOBE NEWSWIRE) — Consolidated Communications Holdings, Inc. (Nasdaq:CNSL) (“Consolidated”) and SureWest Communications (Nasdaq:SURW) (“SureWest”) announced today that the deadline for SureWest shareholders to elect the form of merger conside

Merger Prospectus - FORM 8-K

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): June 12, 2012 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File

Consolidated Communications Shareholders Approve SureWest Acquisition

EXHIBIT 99.1 Consolidated Communications Shareholders Approve SureWest Acquisition MATTOON, Ill., June 12, 2012 (GLOBE NEWSWIRE) - Consolidated Communications Holdings, Inc. (Nasdaq:CNSL) ("Consolidated") announced that during its annual meeting held today, shareholders approved the issuance of Consolidated common stock pursuant to the merger agreement between Consolidated and SureWest Communicati

Consolidated Communications and SureWest Announce Cash/Stock Election Deadline and Closing Date for Pending Merger

EXHIBIT 99.2 Consolidated Communications and SureWest Announce Cash/Stock Election Deadline and Closing Date for Pending Merger MATTOON, Ill., June 12, 2012 (GLOBE NEWSWIRE) - Consolidated Communications Holdings, Inc. (Nasdaq:CNSL) ("Consolidated") and SureWest Communications (Nasdaq:SURW) ("SureWest") announced today that the deadline for SureWest shareholders to elect the form of merger conside

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Merger Prospectus - FORM 8-K

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): June 8, 2012 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

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) June 4, 2012 SureWest Communications (Exact name of registrant as specified in its charter) California 000-29660 68-0365195 (State or other jurisdiction of incorporation) (Commission F

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

[CNSL Letterhead] CONSENT AND WAIVER June 4, 2012

Exhibit 99.1 [CNSL Letterhead] CONSENT AND WAIVER June 4, 2012 SureWest Communications 8150 Industrial Avenue Roseville, CA 95678 Attn: Steven Oldham Re: Merger Agreement: Consent and Waiver Dear Steven: 1. Reference is made to that certain Agreement and Plan of Merger dated as of February 5, 2012, by and among Consolidated Communications Holdings, Inc., a Delaware corporation (“Parent”), SureWest

Merger Prospectus - FORM 425

Filed by Consolidated Communications Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: SureWest Communications File No. of Related Registration Statement: 333-180407 Date: June 1, 2012 To: All Consolidated Communications and SureWest Employees From: Steve Childers, Consolidated Communications CFO and Transition Officer Dan Bessey, SureWest CFO and Tr

$300,000,000 CONSOLIDATED COMMUNICATIONS FINANCE CO. 10.875% SENIOR NOTES DUE 2020 REGISTRATION RIGHTS AGREEMENT

Exhibit 4.4 EXECUTION VERSION $300,000,000 CONSOLIDATED COMMUNICATIONS FINANCE CO. 10.875% SENIOR NOTES DUE 2020 REGISTRATION RIGHTS AGREEMENT May 30, 2012 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Consolidated Communications Finance Co., a Delaware corporation (the “Issuer”), proposes to issue and sell to Morgan Stanley & Co. LLC (the “Initial Purchaser

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

CONSOLIDATED COMMUNICATIONS FINANCE CO. 10.875% SENIOR NOTES DUE 2020 Dated as of May 30, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION

Exhibit 4.1 EXECUTION VERSION CONSOLIDATED COMMUNICATIONS FINANCE CO. 10.875% SENIOR NOTES DUE 2020 INDENTURE Dated as of May 30, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11 (c) N.A. 312(a) 2.06 (b) 12.03 (c) 12.03 313(a)

ESCROW AND SECURITY AGREEMENT

Exhibit 4.3 EXECUTION VERSION ESCROW AND SECURITY AGREEMENT This Escrow and Security Agreement dated as of May 30, 2012 (the “Escrow Agreement”), is entered into by and among Consolidated Communications Finance Co., a Delaware corporation (the “Issuer”), Wells Fargo Bank, National Association, as trustee under the Indenture defined below (the “Trustee”), Wells Fargo Bank, National Association, as

Merger Prospectus - 8-K

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): May 30, 2012 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Merger Prospectus - FORM 8-K

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): June 1, 2012 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Merger Prospectus - FORM 8-K

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): May 30, 2012 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File

- DEFA14A

DEFA14A 1 a12-15352defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as

Consolidated Communications Provides Updates to SureWest Acquisition Closing

EXHIBIT 99.1 Consolidated Communications Provides Updates to SureWest Acquisition Closing MATTOON, Ill., May 30, 2012 (GLOBE NEWSWIRE) - Consolidated Communications Holdings, Inc. (Nasdaq:CNSL) ("Consolidated") is pleased to announce it has received notice from the California Public Utilities Commission that the proposed decision in approving the SureWest Communications (Nasdaq:SURW) ("SureWest")

Merger Prospectus - EXHIBIT 8-K

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): May 22, 2012 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File

$300,000,000 CONSOLIDATED COMMUNICATIONS FINANCE CO. 10.875% SENIOR NOTES DUE 2020 PURCHASE AGREEMENT

EXHIBIT 10.1 EXECUTION VERSION $300,000,000 CONSOLIDATED COMMUNICATIONS FINANCE CO. 10.875% SENIOR NOTES DUE 2020 PURCHASE AGREEMENT MAY 22, 2012 May 22, 2012 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Consolidated Communications Finance Co., a Delaware corporation (“Finance Co.”), proposes to issue and sell to Morgan Stanley & Co. LLC (the “Initial Purch

Merger Prospectus - 8-K

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): May 23, 2012 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Important Notice to Directors and Executive Officers of Consolidated Communications Holdings, Inc. Blackout Period and Trading Restrictions

EX-99.1 2 a12-116625ex99d1.htm EX-99.1 EXHIBIT 99.1 Important Notice to Directors and Executive Officers of Consolidated Communications Holdings, Inc. Blackout Period and Trading Restrictions The merger (the “Merger”) between SureWest Communications (“SureWest”) and Consolidated Communications Holdings, Inc. (“Consolidated”) will result in an exchange of SureWest common stock (“SureWest Shares”) f

Important Notice to Directors and Executive Officers of SureWest Communications Concerning Blackout Period and Regulation BTR Trading Restrictions

EX-99.1 2 a12-129221ex99d1.htm EX-99.1 Exhibit 99.1 Important Notice to Directors and Executive Officers of SureWest Communications Concerning Blackout Period and Regulation BTR Trading Restrictions The merger (the “Merger”) between SureWest Communications (“SureWest”) and Consolidated Communications (“Consolidated”)will result in an exchange of SureWest common stock (“SureWest Shares”) for shares

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits - 8-K

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) May 17, 2012 SureWest Communications (Exact name of registrant as specified in its charter) California 000-29660 68-0365195 (State or other jurisdiction of incorporation) (Commission F

Consolidated Communications Announces Pricing of Senior Notes to Fund SureWest Acquisition

Exhibit 99.1 Consolidated Communications Announces Pricing of Senior Notes to Fund SureWest Acquisition Mattoon, IL — May 22, 2012 — Consolidated Communications Holdings, Inc. (Nasdaq:CNSL) (“Consolidated”) announced today that its wholly-owned subsidiary, Consolidated Communications Finance Co. (“Finance Co.”), priced an offering (the “Offering”) of $300,000,000 in aggregate principal amount of 1

Merger Prospectus - 8-K

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): May 22, 2012 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File

- DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Merger Prospectus - 8-K

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): May 14, 2012 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File

IMPORTANT INFORMATION REGARDING DISSENTERS’ RIGHTS

EXHIBIT 99.1 May 14, 2012 Dear SureWest Shareholders: Thank you for your support as we work toward completing the merger between Consolidated Communications Holdings, Inc. (“Consolidated”) and SureWest Communications (“SureWest”). On February 5, 2012, Consolidated and SureWest entered into an Agreement and Plan of Merger (the ‘‘Merger Agreement’’). The merger will be considered at a special meetin

Merger Prospectus - 8-K

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): May 14, 2012 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission File

- DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Consolidated Communications Announces Offering of Senior Notes to Fund SureWest Acquisition

Exhibit 99.1 Consolidated Communications Announces Offering of Senior Notes to Fund SureWest Acquisition Mattoon, IL — May 14, 2012 —Consolidated Communications Holdings, Inc. (Nasdaq:CNSL) (“Consolidated”) announced today that its wholly-owned subsidiary, Consolidated Communications Finance Co. (“Finance Co.”), intends to offer (the “Offering”), subject to market and other conditions, $350 millio

Merger Prospectus - FORM 425

Filed by Consolidated Communications Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: SureWest Communications File No. of Related Registration Statement: 333-180407 PARTICIPANTS Corporate Participants Matthew Smith – Treasurer & Finance Director Robert J. Currey – President, Chief Executive Officer & Director Steven L. Childers – Chief Financial Off

Merger Prospectus - FORM 425

Filed by Consolidated Communications Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: SureWest Communications File No. of Related Registration Statement: 333-180407 Date: May 3, 2012 To: All Consolidated Communications and SureWest Employees From: Steve Childers, Consolidated Communications CFO and Transition Officer Dan Bessey, SureWest CFO and Tra

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-29660 SureWest Communications (Exact name of registrant

SUREWEST REPORTS FIRST QUARTER 2012 RESULTS

Exhibit 99.1 SUREWEST REPORTS FIRST QUARTER 2012 RESULTS · Total revenues increased 4% year-over-year driven by 10% Broadband growth · Broadband business services revenues grew 16% with continued strong wireless carrier backhaul growth and fiber network sales · Broadband residential revenues increased 9% due to ARPU, subscriber and RGU growth · Broadband accounted for 80% of total first quarter re

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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) May 2, 2012 SureWest Communications (Exact name of registrant as specified in its charter) California 000-29660 68-0365195 (State or other jurisdiction of incorporation) (Commission Fi

- DEFINITIVE PROXY STATEMENT RELATING TO A MERGER, ACQUISITION, OR DISPOSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

SUREWEST DECLARES QUARTERLY CASH DIVIDEND

Exhibit 99.1 FOR IMMEDIATE RELEASE SUREWEST DECLARES QUARTERLY CASH DIVIDEND ROSEVILLE, Calif – April 25, 2012 – SureWest Communications (NASDAQ: SURW) announced that its Board of Directors has approved a quarterly cash dividend of $.10 per share. The quarterly dividend is payable June 15, 2012 to shareholders of record at the close of business on May 31, 2012. About SureWest SureWest Communicatio

Financial Statements and Exhibits, Other Events - 8-K

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) April 25, 2012 SureWest Communications (Exact name of registrant as specified in its charter) California 000-29660 68-0365195 (State or other jurisdiction of incorporation) (Commission

Via E-MAIL

Exhibit 99.1 Via E-MAIL Date: March 30, 2012 From: Steve Oldham To: All SureWest Employees Subject: Transaction SEC Filing Dear SureWest Employees, As you know, on February 6, we announced that our Board of Directors unanimously approved an agreement in which Consolidated Communications will acquire all of the outstanding shares of SureWest in a cash and stock transaction. Since that announcement,

Financial Statements and Exhibits, Other Events - 8-K

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): March 30, 2012 SureWest Communications (Exact name of Company as specified in its charter) 000-29660 (Commission File Number) California 68-0365195 (State or Other Jurisdiction of (I.

Other Events - 8-K

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): March 28, 2012 SureWest Communications (Exact name of Company as specified in its charter) 000-29660 (Commission File Number) California 68-0365195 (State or Other Jurisdiction of (I.

RESTRICTED STOCK UNIT AWARD 47 MONTH SEMI-ANNUAL VESTING (TIME BASED)

Exhibit 10.8 RESTRICTED STOCK UNIT AWARD 47 MONTH SEMI-ANNUAL VESTING CEO (TIME BASED) Award Number: Award Date Number of Units Final Vesting Date THIS CERTIFIES THAT SureWest Communications (the “Company”) has on the Award Date specified above granted to [Recipient’s Name] (“Participant”) an award (the “Award”) to receive that number of restricted stock units (the “Restricted Stock Units”) indica

Financial Statements and Exhibits, Other Events - 8-K

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): March 5, 2012 SureWest Communications (Exact name of Company as specified in its charter) 000-29660 (Commission File Number) California 68-0365195 (State or Other Jurisdiction of (I.R

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Exhibit 99.1 Via E-MAIL Date: March 5, 2012 From: Dan T. Bessey, Vice President and Chief Financial Officer To: All Officers with CICs and RSAs Subject: Treatment of CICs and RSAs upon the close of the Merger Unvested Restricted Stock Awards As a participant in the SureWest Long Term Incentive (LTI) plan, you were granted Restricted Stock Awards (RSA) that vest over a period of time ranging from 3

RESTRICTED STOCK UNIT AWARD DIRECTOR — TIME BASED

Exhibit 10.10 RESTRICTED STOCK UNIT AWARD DIRECTOR — TIME BASED Award Number: Award Date Number of Units Final Vesting Date THIS CERTIFIES THAT SureWest Communications (the “Company”) has on the Award Date specified above granted to [Recipient’s Name] (“Participant”) an award (the “Award”) to receive that number of restricted stock units (the “Restricted Stock Units”) indicated above in the box la

SUBSIDIARIES OF THE COMPANY

QuickLinks - Click here to rapidly navigate through this document Exhibit 21 SUBSIDIARIES OF THE COMPANY The following is a list of subsidiaries of the Company as of December 31, 2011, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary.

SUREWEST COMMUNICATIONS 2000 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT OFFICER/KEY EMPLOYEE (PERFORMANCE BASED)

Exhibit 10.7 SUREWEST COMMUNICATIONS 2000 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT OFFICER/KEY EMPLOYEE (PERFORMANCE BASED) Payment for Shares No payment is required for the Shares you receive. Vesting The Shares vest in installments upon achieving the performance targets within the time constraints provided for in the Notice of Grant of Award, provided the eleven day average closing stock

SUREWEST COMMUNICATIONS 2000 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT OFFICER/KEY EMPLOYEE (TIME BASED)

Exhibit 10.6 SUREWEST COMMUNICATIONS 2000 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT OFFICER/KEY EMPLOYEE (TIME BASED) Payment for Shares No payment is required for the Shares you receive. Vesting The Shares vest in installments as shown in the Notice of Grant of Award. Except as otherwise provided in this agreement, you must remain employed through the applicable Full Vest Date. In addition

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Exhibit 99.2 Via E-MAIL Date: March 5, 2012 From: Dan T. Bessey, Vice President and Chief Financial Officer To: All Key Employees with CICs and RSAs Subject: Treatment of CICs and RSAs upon the close of the Merger Unvested Restricted Stock Awards As a participant in the SureWest Long Term Incentive (LTI) plan, you were granted Restricted Stock Awards (RSA) that vest over a period of time ranging f

SUREWEST COMMUNICATIONS 2000 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (PERFORMANCE BASED)

EX-10.9 5 a2207658zex-109.htm EX-10.9 Exhibit 10.9 SUREWEST COMMUNICATIONS 2000 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT CEO (PERFORMANCE BASED) Payment for Shares No payment is required for the Shares you receive. Vesting The Shares vest in installments upon achieving the performance targets within the time constraints provided for in the Notice of Grant of Award, provided the eleven day

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Exhibit 99.3 Via E-MAIL Date: March 5, 2012 From: Dan T. Bessey, Vice President and Chief Financial Officer To: All Key Employees with RSAs Subject: Treatment of RSA’s upon the close of the Merger Unvested Restricted Stock Awards As a participant in the SureWest Long Term Incentive (LTI) plan, you were granted Restricted Stock Awards (RSA) that vest over a period of time ranging from 3-4 years. Yo

Annual Report - 10-K

Use these links to rapidly review the document TABLE OF CONTENTS Item 8. Financial Statements and Supplementary Data. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15

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Exhibit 99.4 Via E-MAIL Date: March 5, 2012 From: Dan T. Bessey, Vice President and Chief Financial Officer To: All Outstanding Option holders Subject: Treatment of outstanding Options upon the close of the Merger Option Awards As a participant in the SureWest Long Term Incentive (LTI) plan, you were granted stock options. The purpose of this email is to inform you how your stock options granted t

Merger Prospectus - FORM 425

Filed by Consolidated Communications Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: SureWest Communications Commission File No.: 000-29660 Safe Harbor Any statements other than statements of historical facts, including statements about management’s beli

Via E-MAIL

EX-99.1 2 a12-47603ex99d1.htm EX-99.1 Exhibit 99.1 Via E-MAIL Date: February 27, 2012 From: Steve Oldham To: All SureWest Employees Subject: 2012 Incentive Compensation Plan As a follow-up to my message on Friday, I wanted to clarify one point of the 2012 Incentive Compensation Plan. Provided that our run-rate is on pace to meet the minimum achievements noted in my email below at the close of the

Financial Statements and Exhibits, Other Events

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): February 27, 2012 SureWest Communications (Exact name of Company as specified in its charter) 000-29660 (Commission File Number) California 68-0365195 (State or Other Jurisdiction of

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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) February 29, 2012 SureWest Communications (Exact name of registrant as specified in its charter) California 000-29660 68-0365195 (State or other jurisdiction of incorporation) (Commiss

SUREWEST REPORTS FOURTH QUARTER AND FULL YEAR 2011 RESULTS Strong Broadband Growth Drives 2% Year-over-Year Increases in Revenues and Adjusted EBITDA

Exhibit 99.1 SUREWEST REPORTS FOURTH QUARTER AND FULL YEAR 2011 RESULTS Strong Broadband Growth Drives 2% Year-over-Year Increases in Revenues and Adjusted EBITDA · 2011 Broadband revenues grew 8% year-over-year with a 16% increase in business services revenues and a 6% increase in residential revenues · 4% year-over-year growth in Broadband residential RGUs · 2011 adjusted free cash flow increase

- 15-12G

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: October 13, 2012 Estimated average burden hours per response . . . 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHA

Merger Prospectus - FORM 8-K

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): February 17, 2012 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission

Merger Prospectus - FORM 425

Filed by Consolidated Communications Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: SureWest Communications Commission File No.: 000-29660 Date: February 22, 2012 To: All Consolidated Communications Employees From: Bob Currey, President and CEO Subject:

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.1 Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This First Amendment (this “Agreement”) to the Credit Agreement (as defined below) is dated as of February 17, 2012, and effective in accordance with Section 3 below, by and among CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Holdings”), CONSOLIDATED COMMUNICATIONS, INC., an Illinois corp

Via E-MAIL on February 21, 2012

Exhibit 99.1 Via E-MAIL on February 21, 2012 From: Steve Oldham To: All SureWest Employees Subject: Consolidated and SureWest Integration Update Thanks to everyone who participated in the meetings with the Consolidated Communications Team last week in Roseville and Lenexa. The purpose of this memo is to provide an update on our progress to combine the companies. Since the meetings last week, there

Financial Statements and Exhibits, Other Events - 8-K

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): February 21, 2012 SureWest Communications (Exact name of Company as specified in its charter) 000-29660 (Commission File Number) California 68-0365195 (State or Other Jurisdiction of

SURW / Surewest Communications / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* SUREWEST COMMUNICATIONS (Name of Issuer) Common Stock (Title of Class of Securities) 868733106 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

Please see reverse for additional important information. P.O. Box 969 8150 Industrial Avenue Roseville, California 95661.0969

EX-99.3 4 a12-47601ex99d3.htm EX-99.3 Exhibit 99.3 Dear Valued Customer, You may have heard about our recent announcement regarding an agreement with Consolidated Communications. We are contacting you now to reassure you about your SureWest services. At SureWest, customers are our number one priority. Our primary message to you is to continue to expect from us the same high level of service, custo

Financial Statements and Exhibits, Other Events - 8-K

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): February 10, 2012 SureWest Communications (Exact name of Company as specified in its charter) 000-29660 (Commission File Number) California 68-0365195 (State or Other Jurisdiction of

Please see reverse for additional important information. P.O. Box 969 8150 Industrial Avenue Roseville, California 95661.0969

Exhibit 99.1 Dear Valued Customer, You may have heard about our recent announcement regarding an agreement with Consolidated Communications. We are contacting you now to reassure you about your SureWest services. At SureWest, customers are our number one priority. Our primary message to you is to continue to expect from us the same high level of service, customer responsiveness and competitive rat

Please see reverse for additional important information. P.O. Box 969 8150 Industrial Avenue Roseville, California 95661.0969

Exhibit 99.5 Dear [VENDOR], I wanted to share some exciting news with you. Recently, SureWest announced it will be merging with Consolidated Communications. Founded more than a century ago and based in Mattoon Illinois, Consolidated is a family of companies providing communications services to both residential and business customers in Illinois, Texas and Pennsylvania. SureWest will become part of

Please see reverse for additional important information. 913.825.3000 14859 W. 95th Street, Lenexa, KS 66215

Exhibit 99.4 Dear Valued Customer, You may have heard about our recent announcement regarding an agreement with Consolidated Communications. We are contacting you now to reassure you about your SureWest services. At SureWest, customers are our number one priority. Our primary message to you is to continue to expect from us the same high level of service, customer responsiveness and competitive rat

Please see reverse for additional important information. 913.825.3000 14859 W. 95th Street, Lenexa, KS 66215

Exhibit 99.2 Dear Valued Customer, You may have heard about our recent announcement regarding an agreement with Consolidated Communications. We are contacting you now to reassure you about your SureWest services. At SureWest, customers are our number one priority. Our primary message to you is to continue to expect from us the same high level of service, customer responsiveness and competitive rat

Financial Statements and Exhibits, Other Events - 8-K

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): February 5, 2012 SureWest Communications (Exact name of Company as specified in its charter) 000-29660 (Commission File Number) California 68-0365195 (State or Other Jurisdiction of (

AGREEMENT AND PLAN OF MERGER by and among SUREWEST COMMUNICATIONS, CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., WH ACQUISITION CORP. WH ACQUISITION II CORP. Dated as of February 5, 2012

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among SUREWEST COMMUNICATIONS, CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., WH ACQUISITION CORP. and WH ACQUISITION II CORP. Dated as of February 5, 2012 TABLE OF CONTENTS Page 1. THE MERGERS 2 1.1 The Mergers 2 1.2 Effective Time 2 1.3 Effects of the Mergers 2 1.4 Closing of the First Merger 3 1.5 Articles of Incorporation 3 1.6 Byl

Merger Prospectus - FORM 425

Filed by Consolidated Communications Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: SureWest Communications Commission File No.: 000-29660 PARTICIPANTS Corporate Participants Matthew Smith – Treasurer & Investor Relations Robert J. Currey – President, C

Merger Prospectus - FORM 425

Filed by Consolidated Communications Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: SureWest Communications Commission File No.: 000-29660 February 7, 2012 To All SureWest Communications Employees, We were very pleased to announce the merger agreement r

Call Centers Talking Points

Exhibit 99.3 Call Centers Talking Points Initial response: · Thanks for your call/inquiry. · Recently we announced that SureWest has been acquired by Consolidated, a telecommunications company providing residential and business services such as high-speed Internet, television and telephone. They are based in Mattoon, Illinois. · Importantly, your existing services will not be affected as a result

Employee Town Hall Talking Points

Exhibit 99.4 Employee Town Hall Talking Points Introduction · Thank you for joining me to discuss this important milestone in our long and proud history. · This morning before the market opened, we announced that the SureWest Board unanimously approved an agreement for the Company to be acquired by Consolidated, a publicy traded company providing advanced communications services to both residentia

Consolidated Communications to Acquire SureWest Communications

EXHIBIT 99.1 Consolidated Communications to Acquire SureWest Communications Combines Consolidated's strong cash flow business with SureWest's growth strategy Free cash flow accretive in first year, excluding merger and integration costs Deleveraging transaction improves capital structure Maintains current dividend and improves the payout ratio Combined company to achieve greater scale and scope as

Merger Prospectus - FORM 425 LETTER

Filed by Consolidated Communications Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: SureWest Communications Commission File No.: 000-29660 February 6, 2012 CONTACT: Laura ZuHone (217) 234-5965 Consolidated Communications to acquire California telecommun

Frequently Asked Questions

Exhibit 99.2 Frequently Asked Questions 1. What was announced today? Today we announced that our Board of Directors unanimously approved an agreement for Consolidated Communications (NASDAQ: CNSL) to acquire all of the outstanding shares of SureWest in a cash and stock transaction valued at $23.00 per share, or a total of approximately $340.9 million plus all outstanding debt. The consideration re

Dear SureWest Employees,

Exhibit 99.1 Dear SureWest Employees, Today marks an important milestone in our long and proud history and a significant step forward for our company. This morning, SureWest announced that our Board of Directors unanimously approved an agreement in which Consolidated Communications (NASDAQ: CNSL) will acquire all of the outstanding shares of SureWest in a cash and stock transaction valued at $23.0

Merger Prospectus - FORM 8-K

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): February 5, 2012 CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-51446 02-0636095 (State of Incorporation) (Commission F

Financial Statements and Exhibits, Other Events - 8-K

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): February 6, 2012 SureWest Communications (Exact name of Company as specified in its charter) 000-29660 (Commission File Number) California 68-0365195 (State or Other Jurisdiction of (

Merger Prospectus - FORM 425 LETTER

Filed by Consolidated Communications Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: SureWest Communications Commission File No.: 000-29660 To: All Consolidated Communications Employees From: Bob Currey, President and CEO Date: February 06, 2012 Re: Acqu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

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): February 5, 2012 SureWest Communications (Exact name of Company as specified in its charter) 000-29660 (Commission File Number) California 68-0365195 (State or Other Jurisdiction of (

EX-99.2

Consolidated Communications to Acquire SureWest Communications

Exhibit 99.1 Consolidated Communications to Acquire SureWest Communications · Combines Consolidated’s strong cash flow business with SureWest’s growth strategy · Free cash flow accretive in first year, excluding merger and integration costs · Deleveraging transaction improves capital structure · Maintains current dividend and improves the payout ratio · Combined company to achieve greater scale an

SUREWEST DECLARES QUARTERLY CASH DIVIDEND # # #

Exhibit 99.1 FOR IMMEDIATE RELEASE SUREWEST DECLARES QUARTERLY CASH DIVIDEND ROSEVILLE, Calif – January 26, 2012 – SureWest Communications (NASDAQ: SURW) announced that its board of directors has approved a quarterly cash dividend of $.10 per share. The quarterly dividend is payable March 15, 2012 to shareholders of record at the close of business on February 29, 2012. SureWest has approximately 9

Financial Statements and Exhibits, Other Events - 8-K

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) January 26, 2012 SureWest Communications (Exact name of registrant as specified in its charter) California 000-29660 68-0365195 (State or other jurisdiction of incorporation) (Commissi