(As amended March 1, 2013)
This Policy concerns the handling of material, non-public information relating to Consolidated Communications Holdings, Inc. and its subsidiaries (“Consolidated Communications”, the “Company”, or “we”) or other companies with which we deal and with the buying and selling of stock and other securities of Consolidated Communications and such other companies. In some respects this policy may impose prohibitions greater than those imposed by law. This Policy should not be understood as stating what the law is, the legal interpretations of the laws dealing with insider trading change from time to time and the prohibitions of this Policy apply even if they may be more restrictive than a governing legal principle.
I.EMPLOYEE GROUPS; SUMMARY OF RESTRICTIONS
For purposes of this Policy, each Consolidated Communications employee, officer and director will be categorized into one of three groups. Different restrictions contained in this Policy apply to each group. The Company Secretary (the “Secretary”) will work with the Company’s management team to determine the appropriate group for each employee, and the Secretary will notify each employee, officer and director of the group into which he or she is placed initially and if at any time he or she is placed into a different group.
You should read this entire Policy. However, for your convenience, the following is a summary of the restrictions that apply to each group under this Policy:
Group One − The vast majority of our employees are in Group One. Members of Group One are required to comply with the restrictions on (1) trading in securities while aware of material, non-public information (“insider trading”), as described in Section II and (2) disclosing material non-public information to others (“tipping”), as described in Section III.
Group Two − Certain of our officers (who are not otherwise placed in Group Three) and other employees with occasional access to material, non-public information are in Group Two. In addition to the general prohibitions against insider trading and tipping, members of Group Two may only purchase or sell Consolidated Communications securities during designated trading windows. The trading windows are described in Section IV.
Group Three − Members of our board of directors (the “directors” referred to in this Policy) and certain of our officers (who are not otherwise placed in Group Two) and other employees with regular access to material, non-public information are in Group Three. In addition to the general prohibitions against insider trading and tipping, members of Group Three may only purchase or sell Consolidated Communications securities during the trading windows described in Section IV and are required to pre-clear most transactions with the Secretary, as described in Section V.
In addition, regardless of the group in which someone is categorized, any employee, officer or director of Consolidated Communications, or groups of such persons, may be temporarily prohibited from buying or selling Consolidated Communications securities during special blackout or restricted periods. These special blackout periods are described in Section IV.
II.INSIDER TRADING PROHIBITED
No Consolidated Communications employee, officer or director may purchase or sell Consolidated Communications securities while he or she is aware of material, non-public information relating to Consolidated Communications. Similarly, a Consolidated Communications employee, officer or director may provide material, non-public information relating to Consolidated Communications to a person who is not an employee, officer or director of the Company only if authorized to do so. The restriction on one's own trading does not apply to certain “Permitted Transactions,” which are discussed in Section VI of this Policy, subject to the conditions imposed on Permitted Transactions as described in this Policy.
Employees, Officers and Directors
This Policy applies to all employees, officers and directors of Consolidated Communications, including employees, officers and directors of its subsidiaries. Each provision of this Policy that applies to an employee, officer and director also applies to:
members of their immediate families with whom they share a household;
other persons with whom they share a household;
persons who principally rely on the employee, officer or director for their financial support, regardless of where those persons reside; and
any person or entity over which they have control or influence with respect to a transaction in securities (i.e., as a trustee of a trust, as an executor of an estate or as one with the power to direct securities trades in an IRA or similar account).
Likewise, when we refer to “you” in this Policy, we also mean each of the people listed above with respect to you. Because the people listed above are covered by this Policy, you will be responsible for their transactions in Consolidated Communications securities and, in order to maintain your compliance with this policy, you should ensure that those people do not purchase or sell Consolidated Communications securities without your clearance in advance of the transaction.
It may be appropriate, in some circumstances, for persons who are not employed by Consolidated Communications (in addition to those listed above) to be subject to the same restrictions as Company employees and other “insiders”. If you are aware of a situation in which a consultant, advisor or other person who is not an employee of Consolidated Communications will have access to material, non-public information about the Company, you should bring this situation to the attention of the Secretary, who will make appropriate arrangements to protect the Company.
Material, Non-Public Information
Material. Information is considered “material” if:
a reasonable investor would consider it important in making a decision on whether to buy, sell or hold the security;
a reasonable investor would view the information as significantly altering the total mix of information in the marketplace about the company that issued the security; or
the information could reasonably be expected to have an effect on the price of the security.
Non-public. Information is non-public until it has been “publicly disclosed,” meaning that it:
is published in such a way as to provide broad, non-exclusionary distribution of the information to the public; and
has been in the public domain for a sufficient period of time to be absorbed by the market and reflected in the price of the related securities.
Examples of public disclosure include the issuance of a press release to multiple news outlets or the filing of an appropriate report with the SEC. For purposes of this Policy, information is generally considered to be “non-public” until the expiration of a period of two full trading days after the information is released to the general public. However, this period varies depending on the type of information released, the market’s expectations relating to the subject matter of the release, and the promptness of the market’s reaction after the information is released.
Examples of material, non-public information might include information about:
the Company’s financial or operating results, whether for completed periods or relating to expectations for future periods;
the gain or loss of a substantial supplier or customer or any significant change in the business relationship with such a business partner;
the Company entering into or the termination of any significant contract;
a material impairment or change in the value of a significant Company asset;
the filing of litigation or claims against the Company, developments in pending litigation, or other contingent liabilities affecting the Company;
negotiation of a joint venture, merger or acquisition;
a significant sale of assets;
a change in top management;
significant labor negotiations or disputes;
a significant accounting development;
a change in dividend policy;
the declaration of a stock split; and
the planned offering of additional securities.
Information may be material whether it is favorable or unfavorable to the Company. The list of examples provided above is merely illustrative, and there are many other types of information and events that may be material at any particular time, depending on the circumstances. Where there is any possibility that an item may be considered “material”, you should treat it as such and you should confer with the Secretary for a definitive ruling.
This Policy also prohibits trading in securities of any other company about which you learn material, non-public information in the course of performing your duties for Consolidated Communications, whether the source of that information is Consolidated Communications or the other company. For example, you may be involved in a transaction in which Consolidated Communications expects to enter into (or terminate) a substantial business relationship with another company, or acquire another company, buy a substantial amount of its stock or enter into a joint venture with the company. Even though the size of the transaction may be immaterial to Consolidated Communications, it may be material to the other company. This Policy prohibits you from trading in the securities of that company while aware of this non-public information or from tipping others regarding the information. In addition, please remember that the Consolidated Communications Code of Business Conduct and Ethics prohibits you from engaging in outside interests that represent a conflict of interest with your obligations to Consolidated Communications.
Securities; All Transactions
This Policy prohibits certain transactions in the “securities” of Consolidated Communications. Although it is usually the case that any material information you gain will be most pertinent to Consolidated Communications common stock, any securities that Consolidated Communications issues, such as debt securities or preferred stock, are also subject to this Policy. This Policy also applies to stock options and other derivatives related to Consolidated Communications securities, as discussed below. Purchases and sales of Consolidated Communications securities are subject to the insider trading laws and the provisions of this Policy, whether they are executed in the public markets or in private transactions, and whether you execute the transaction directly or indirectly through another person or entity.
Investments. We expect our employees, officers and directors not to engage in speculative transactions that are designed to result in profit based on short-term fluctuations in the price of our securities. If you do purchase Consolidated Communications securities, we strongly encourage you to do so with the expectation of owning those securities for an extended period of time – at a minimum, for six months. We recognize, of course, that your personal circumstances may change due to unforeseen events, in which case you may be forced to more quickly liquidate Consolidated Communications securities that you originally purchased with the intent of holding as a long-term investment. Any such sales must comply in all other respects with this Policy.
Short Sales. A “short sale” is a transaction involving securities that the seller does not own at the time of sale or, if the securities are owned by the seller, where they will be delivered on a delayed basis (meaning that the securities are not delivered within 20 days after the sale or deposited in the mail or other usual channels of transportation within five days after the sale). Selling securities “short” is consistent with an expectation that the price of the securities will decline in the near future and is often speculative in nature. Short selling will arouse suspicion in the eyes of the SEC that the person was trading on the basis of inside information, particularly when the trading occurs before a major company announcement or event. Accordingly, our employees, officers, and directors are prohibited from engaging in “short sales” of Consolidated Communications securities. This Company policy is in addition to the prohibition on short sales of Consolidated Communications securities by directors and certain senior officers contained in the federal securities laws.
Derivative Securities. Derivative securities are securities whose value varies in relation to the price of Consolidated Communications securities. For example, derivative securities include exchange-traded put or call options, as well as individually arranged derivative transactions. Our employees, officers, and directors are generally prohibited from purchasing or selling derivative securities relating to Consolidated Communications stock. Employees, officers, and directors are also prohibited from engaging in any hedging or monetization transactions, such as zero-cost collars and forward sale contracts involving Consolidated Communications securities. If you have any question as to whether a particular transaction involving Consolidated Communications securities is permitted under this Policy, you should contact the Secretary. This Company policy is in addition to the prohibition on hedging transactions in connection with Rule 10b5-1 plans imposed by the rules of the Securities and Exchange Commission.
Pledged Stock; Margin Loans. Sales of Consolidated Communications common stock that you have pledged as security for a loan have no special exemption from insider trading laws or this Policy. Accordingly, you should be extremely careful when utilizing a margin loan in a brokerage account or otherwise using your Consolidated Communications securities as collateral for a loan. Directors and executive officers may not pledge Consolidated Communications securities under any circumstances and in particular may not purchase Consolidated Communications securities on margin.
Under margin arrangements, a broker is entitled to sell shares that you have deposited as collateral for loans, if the value of your securities falls below the brokerage firm’s margin requirements. Even though you did not initiate the sale or control its timing, because it is still a sale for your benefit, you may be subject to liability under insider trading laws if the sale is made at a time when this Policy would otherwise preclude a sale, including when a special blackout period (discussed below in Section IV) is in effect or you are aware of material, non-public information. Accordingly, such a sale must be made in compliance with the restrictions under this Policy that apply to you, such as trading windows or pre-clearance requirements. As a result, if you use Consolidated Communications securities to secure a margin loan, you may be forced to take actions (for instance, depositing additional money or selling or depositing other securities) to satisfy margin requirements in order to avoid your broker selling your Consolidated Communications securities at a time that would result in a violation of insider trading laws or this Policy. Similar cautions apply to a bank or other loan for which you have pledged Consolidated Communications securities as collateral.
Safest Time for Transactions. All employees, whether or not subject to the trading windows or pre-clearance procedures described in this Policy, are reminded that the safest time for transactions in Consolidated Communications securities will generally be during a period beginning a few days after the release by the Company of financial information relating to a completed quarter. The appearance of improper trading may increase as the Company approaches the end of the next fiscal quarter.
III.UNAUTHORIZED DISCLOSURE OF MATERIAL, NON-PUBLIC INFORMATION PROHIBITED
No employee, officer or director may disclose material, non-public information about Consolidated Communications or any company with which Consolidated Communications deals to anyone outside of Consolidated Communications, unless authorized to do so.
Under the federal securities laws, you can be held responsible not only for your own insider trading, but also for securities transactions by anyone to whom you disclose material, non-public information. Even if those to whom you disclose such information do not trade while aware of the information, you can be responsible for the trades of persons who received material, non-public information indirectly from you, if you are the ultimate source of their information.
Discussing or Recommending Consolidated Communications Securities
We recognize that employee enthusiasm for Consolidated Communications and its business prospects is a vital element of our success. You should, however, use extreme caution when discussing our business or our securities with anyone outside of Consolidated Communications. In the course of discussing our business or our securities, accidental disclosure of material, non-public information can occur and can be viewed as “tipping.” Likewise, recommendations of our securities can also result in embarrassing situations for you or the Company if you make a recommendation at a time when there is material, non-public information regarding the Company, even if you are unaware of that information. Therefore, as a general rule you should not comment to outsiders on the merits of Consolidated Communications securities or recommend their purchase or sale.
Chat Rooms and Internet Postings
No employee, officer or director may disclose information about Consolidated Communications on the Internet (regardless of whether such information is material or already public), and, more specifically, in discussion forums or chat rooms where companies and their prospects are discussed. Messages in these forums are typically made by unsophisticated investors who are sometimes poorly informed, and generally are carelessly stated or, in some cases, malicious or manipulative and intended to benefit their own stock positions. In addition, disclosures of material non-public information through this type of forum may amount to a “tip” or leak of such information, in violation of this Policy and applicable law. Accordingly, no employee, officer or director of Consolidated Communications may discuss the Company or Company-related information in such a forum, regardless of the situation. Despite any inaccuracies that may exist in these forums, postings in these forums can result in the disclosure of information that may be harmful to the Company and expose you to liability for violating federal securities laws. If you learn of statements about Consolidated Communications in such a setting, bring it to the attention of the Secretary, but take no further action without express authorization. In particular, do not post what you believe to be corrective information in the forum. Any corrective action will be taken by the Secretary as deemed appropriate.
Authorization to Disclose Material, Non-Public Information
We authorize only certain employees, officers and directors to make public disclosures of material, non-public information or to confer with persons outside the Company regarding such information (for example, our auditors, outside counsel and other advisors). Unless you are authorized to do so by the CEO, the President, the CFO or the Secretary, you should refrain from discussing material, non-public information with anyone not in the Company, including someone who is subject to this Policy (such as the people listed in Section II). You should restrict the communication of material, non-public information to those employees, officers, and directors having a need to know in order to serve Consolidated Communications’ interests.
Regulation FD (Fair Disclosure)
There are SEC rules and regulations banning selective disclosure of information relating to public companies. Generally, these regulations provide that when a public company (such as Consolidated Communications) discloses material, non-public information, it must provide broad, non-exclusionary public access to the information (for example, through press releases, conference calls or webcasts). Violations of these regulations can result in SEC enforcement actions, possibly resulting in injunctions and severe monetary penalties. Regulation FD applies largely to a limited group of senior officers and the investor relations personnel who regularly communicate with securities market professionals and shareholders. Remember that no other Consolidated Communications employees, officers or directors are authorized to communicate information regarding the Company with securities market professionals, shareholders or members of the media.
Employees, officers and directors involved in transactions or other negotiations that require disclosure of material, non-public information to parties outside Consolidated Communications should generally have those to whom such information is to be disclosed sign a non-disclosure agreement. The non-disclosure agreement will require that the recipient of information not disclose the information to others and require the recipient not to trade in Consolidated Communications securities while aware of such information. You should confer with the Secretary whenever a non-disclosure agreement may be needed.
Standard Trading Windows
Members of Groups Two and Three may only purchase or sell Consolidated Communications’ securities:
during the designated trading windows described below, and
when the individual is not aware of material, non-public information.
Outside of the trading windows, members of Groups Two and Three may not purchase or sell Consolidated Communications securities, even if they are not personally aware of any material, non-public information. However, members of Groups Two and Three may engage in Permitted Transactions (described in Section VI below) outside of the trading windows subject to certain conditions imposed on certain types of Permitted Transactions, as set forth in this Policy.
We will communicate to each member of Groups Two and Three when each trading window will open and close. It is expected that the trading window generally will open two full trading days after our quarterly release of earnings and will close two weeks prior to the end of the following quarter. (By way of example, if our first quarter were to end on March 31, and we were to release information regarding our results after the close of business on Monday, May 11, the trading window would open on the morning of Wednesday, May 13, and would remain open through June 16.) However, you should not expect that the window will open on any particular date or remain open for any minimum period of time. Significant corporate developments may require changes to the schedule, including closing the window at the Company’s option at any time as to some or all persons in Groups Two and Three.
Do not confuse the applicability of the trading windows with the broader prohibition on trading when you are aware of material, non-public information described in Section II. Regardless of whether the trading window is open or closed, you may not trade in Consolidated Communications securities if you are aware of material, non-public information about Consolidated Communications.
We reserve the right to impose a trading blackout from time to time on all or any group of our employees, officers or directors when, in the judgment of our Secretary and other senior officers, a blackout is warranted. During a special blackout, you will not be permitted to purchase or sell Consolidated Communications securities and you may or may not be allowed to execute Permitted Transactions. A special blackout may also prohibit you from trading in the securities of specified other companies. If the Secretary imposes a blackout to which you are subject, we will notify you when the blackout begins and when it ends and the securities and transactions to which it applies. You should not disclose to any other person, within or outside of the Company, the imposition of any Special Blackout or any information regarding any Special Blackout.
Standing Orders; Limit Orders
Purchases or sales resulting from standing orders or limit orders may result in the execution of orders without your control over the transaction or your awareness of the timing of the transaction. You must be certain that this type of order will not be executed when you are aware of material, non-public information about the Company or during a blackout period. Accordingly, any standing orders should be used only for a very brief period and with detailed instructions to the broker who will execute the transaction. (Standing orders under an approved Rule 10b5-1 Trading Plan, described below, will not be subject to these limitations.)
V.PRE-CLEARANCE OF TRANSACTIONS
Before purchasing or selling Consolidated Communications securities, or effecting any other transfer of Consolidated Communications securities (all of which this Policy refers to as “transactions”), members of Group Three must obtain clearance of the transaction from the Secretary. This clearance must be obtained before you place the order for, or otherwise initiate, any transaction in or transfer of Consolidated Communications securities. Any pre-clearance that you obtain will be valid for a transaction executed within two business days of approval, unless either the pre-clearance is granted for a shorter period or you learn of material, non-public information during that time. Whether or not your request for pre-clearance is granted, you must not inform anyone else of the results of your request.
Do not confuse pre-clearance of transactions with the broader prohibition on trading when you are aware of material, non-public information described in Section II. Regardless of whether you have received pre-clearance for a transaction or whether a trading window is open or closed, you may not trade in Consolidated Communications securities if you are aware of material, non-public information about Consolidated Communications.
In obtaining pre-clearance of any transactions, you must disclose any material, non-public information that you are aware of to Consolidated Communications’ Secretary or his designee. If you are a director or a member of senior management, the information must be disclosed to the Secretary, and the Secretary must disclose any such information to the Chief Executive Officer before any transaction is pre-cleared. This ensures that Consolidated Communications is fully aware of any material information before you enter into a pre-cleared transaction involving Consolidated Communications securities.
The following are “Permitted Transactions” and may be implemented subject to the conditions that follow in this Policy:
earning or vesting of stock options or shares of restricted stock, and any related stock withholding so long as the election to withhold is made in a way that complies with Rule 10b5-1;
transferring shares to an entity that does not involve a change in the beneficial ownership of the shares, for example, to an inter vivos trust of which you are the sole beneficiary during your lifetime (see further discussion which follows);
making payroll contributions to a Consolidated Communications 401(k) plan, deferred compensation plan or any similar plan, but not (1) intraplan transfers involving any Consolidated Communications securities nor (2) a change in “investment direction” under such plan to increase or decrease your percentage investment contribution allocated to Consolidated Communications securities (see further discussion which follows);
execution of a transaction pursuant to a contract, instruction, or plan described in Securities Exchange Act Rule 10b5-1 (called a “Trading Plan”), as discussed below (see further discussion which follows); or
any other transaction designated by the board of directors or any board committee or senior management, with reference to this Policy, as a Permitted Transaction.
Transactions in Which There is No Change in Beneficial Ownership
Certain transactions involve merely a change in the form in which you own securities. For example, you may transfer shares of stock to a trust if you are the only beneficiary of the trust during your lifetime. Likewise, changing the form of ownership to include a member of your immediate household as a joint owner is a Permitted Transaction since members of your household are considered the same as you for purposes of this Policy (and the shares will remain subject to the terms of this Policy).
Employee Benefit Plan Transactions
Included in the definition of Permitted Transactions are most of the ongoing transactions you might enter into under Consolidated Communications’ equity-based benefit plans. For example, although your ongoing participation in a plan may involve the regular purchase of Consolidated Communications’ common stock, either directly pursuant to an investment election or indirectly through an employer matching contribution, those purchases are Permitted Transactions. Please note, however, that the movement of balances in those plans into or out of Consolidated Communications securities or changes in your investment direction under those plans are not Permitted Transactions. This means that you may not make such transfers or elections while you are aware of material, non-public information and that such transfers or elections must be made in compliance with any other restrictions under this Policy that apply to you (for instance, such transfers or elections could only be made during an open trading window if you are in Group Two and with pre-clearance if you are in Group Three).
The SEC has enacted a rule (Rule 10b5-1 under the Securities Exchange Act) that provides an affirmative defense against violations of the insider trading laws if you enter into a contract, provide instructions, or adopt a written plan for a transaction in securities when you are not aware of material, non-public information, even if it turns out that you had such information when the transaction is actually completed pursuant to the contract, instructions, or plan. The contract, instructions, or plan must:
specify the amount, price and date of the transaction,
specify an objective method for determining the amount, price and date of the transaction, or
place the discretion for determining amount, price, and date of the transaction in another person who is not, at the time of the transaction, aware of material, non-public information.
You may not exercise discretion or influence over the amount, price, and date of the transaction after entering into the arrangement. In this Policy, we refer to these arrangements as “Trading Plans.” The rules regarding Trading Plans are extremely complex and must be complied with completely to be effective. You should consider consultation with your own legal advisor before entering into any Trading Plan.
Any restrictions under this Policy that apply to you when purchasing or selling Consolidated Communications securities also apply to you when establishing a Trading Plan. Therefore, you may not establish a Trading Plan when you are aware of material, non-public information about Consolidated Communications and, to the extent trading windows and special blackout periods apply to you, you may establish a Trading Plan only when you would be free to effect a sale or purchase. The Company may from time to time adopt additional rules for the establishment and operation of Trading Plans, and you will need to comply with these rules in order to utilize a Trading Plan. In addition, members of Groups Two and Three are required to receive pre-clearance before entering into any Trading Plan. Once a Trading Plan for a member of Group Two or Three has been pre-cleared by the Secretary, transactions executed pursuant to that Trading Plan do not require approval. Members of Group One are not required to pre-clear Trading Plans, but they are required to provide copies of their Plans to the Secretary.
VII.SANCTIONS FOR VIOLATIONS OF THIS POLICY
The SEC and the stock exchanges focus on uncovering insider trading, and use sophisticated technologies to investigate suspicious activity.
A breach of the insider trading laws could expose the insider to criminal fines of up to $5,000,000 and imprisonment of up to 25 years, in addition to civil penalties (up to three times the profits earned or loss avoided), and injunctive actions. In addition, punitive damages may be imposed under applicable state laws. Securities laws may also subject controlling persons to civil penalties for illegal insider trading by employees. Controlling persons can include directors, officers and supervisors. These persons may be subject to fines of up to the greater of $1,000,000 or three times the profit realized or loss avoided by the insider. Accordingly, it is incumbent on all Consolidated Communications employees to comply with this policy and applicable securities laws and to ensure that those employees who they supervise also comply.
Inside information does not belong to any of Consolidated Communications’ individual employees, officers or directors. This information is an asset of the Company. For any person to use such information for personal benefit, or to disclose it to others outside of the Company without permission from an authorized person, violates Consolidated Communications’ Code of Business Conduct and Ethics, this Policy and the federal securities laws. More particularly, insider trading is a fraud against members of the investing public and against the Company. Whether or not there is any actual trading of our securities, any violation of this Policy will be grounds for discipline, up to termination of employment for cause.
VIII. ADMINISTRATION OF THIS POLICY
Administration by the Secretary
The day-to-day administration of this Policy will be carried out by the Secretary. If you have any questions concerning the interpretation of this Policy, you should direct your questions to the Secretary, attention Steven J. Shirar at 217-258-9555. In the event he is not available, and the matter is urgent, you may contact the Chief Financial Officer, attention Steven L. Childers at 217-235-4440.
If you become aware of any violation of this Policy, you should report it immediately to the Secretary.
An individual subject to the trading windows or special blackout periods described in this Section IV may request the Secretary to grant him or her an exception from those restrictions if, given all the circumstances, he or she is not otherwise prohibited from trading under Section II. However, we anticipate that exceptions will be made only rarely and only in unusual circumstances, in order to protect the integrity of this Policy.
Amendment of the Policy
Consolidated Communications’ senior officers reserve the right to amend this Policy from time to time in consultation with the chair of the Corporate Governance Committee. If they do so, we will communicate to you through normal communications channels the substance of any such changes.
Please bear in mind that the ultimate responsibility for complying with this Policy and applicable laws and regulations rests with you. You should use your best judgment and consult with the Secretary, your legal and financial advisors, as needed.