SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Providence Equity Partners IV, L.L.C.

(Last) (First) (Middle)
50 KENNEDY PLAZA

(Street)
PROVIDENCE RI 02903

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2005
3. Issuer Name and Ticker or Trading Symbol
Consolidated Communications Illinois Holdings, Inc. [ CNSL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 7,504,001(1) I See Footnotes(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Providence Equity Partners IV, L.L.C.

(Last) (First) (Middle)
50 KENNEDY PLAZA

(Street)
PROVIDENCE RI 02903

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PROVIDENCE EQUITY PARTNERS IV LP

(Last) (First) (Middle)
50 KENNEDY PLAZA

(Street)
PROVIDENCE RI 02903

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Providence Equity GP IV L.P.

(Last) (First) (Middle)
50 KENNEDY PLAZA

(Street)
PROVIDENCE RI 02903

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pelson Mark

(Last) (First) (Middle)
50 KENNEDY PLAZA

(Street)
PROVIDENCE RI 02903

(City) (State) (Zip)
Explanation of Responses:
1. Shares acquired pursuant to a reorganization as described in the Issuer's registration statement on Form S-1 (Registration No. 333-121086).
2. Represents 7,479,875 shares of Common Stock held by Providence Equity Partners IV, L.P. and 24,126 shares of Common Stock held by Providence Operating Partners Partners IV, L.P. The general partner of each of these entities is Providence Equity GP IV, L.P. and Providence Equity Partners IV, LLC is the general partner of Providence Equity GP IV, L.P. Providence Equity Partners IV, LLC has the sole power to direct the voting and disposition of the shares. As a result, each of the entities may be deemed to share beneficial ownership of the shares owned by the others. Each of the entities disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
3. Mark A. Pelson is a director of the Issuer and a managing director of Providence Equity Partners IV, LLC and its affiliates ("Providence Equity") and holds a minority interest in the Providence Equity funds that own shares of the Issuer?s Common Stock. As a result, Mr. Pelson may be deemed to share beneficial ownership of the shares of Common Stock owned by Providence Equity. Mr. Pelson disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. Pelson is the beneficial owner of the securities for purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. Mr. Pelson will resign on the closing date of the issuer's initial public offering and thereby cease being a reporting person.
Remarks:
James N. Pepin, by POA 07/21/2005
James N. Pepin, Power of Attorney 07/21/2005
James N. Pepin, Power of Attorney 07/21/2005
James N. Pepin, Power of Attorney 07/21/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Power of Attorney

	    The undersigned hereby constitutes and appoints
each of Steven L.
Grissom and Alexander A. Gendzier and James N. Pepin,
of King & Spalding LLP,
the Company's counsel, as the undersigned's true
and lawful attorney-in-fact to:

(1)	   execute for and on behalf of
the undersigned, in the
		 undersigned's capacity as an officer, director
and/or a
		 stockholder owning more than 10% of Consolidated

Communications Holdings, Inc.'s (the "Company") common stock,
		 Forms 3,
4 and 5 in accordance with Section 16 of the
		 Securities Exchange Act
of 1934, as amended (the "Exchange
		 Act"), and the rules and
regulations promulgated thereunder;

(2)	   do and perform any and all
acts for and on behalf of the
		 undersigned which may be necessary or
desirable to complete
		 and execute any such Forms 3, 4 or 5 and timely
file such
		 forms with the U.S. Securities and Exchange Commission and
any
		 stock exchange or similar authority; and

(3)	   take any
other action of any type whatsoever in connection
		 with the foregoing
which, in the opinion of such
		 attorney-in-fact, may be of benefit to,
in the best interest
		 of, or legally required by, the undersigned, it
being
		 understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to this
		 Power
of Attorney shall be in such form and shall contain such
		 terms and
conditions as such attorney-in-fact may approve in
		 such
attorney-in-fact's discretion.

	    The undersigned hereby grants to
each attorney-in-fact full power and
authority to do and perform any and
every act and thing whatsoever requisite,
necessary, or proper to be done
in the exercise of any of the rights and powers
herein granted, as fully
to all intents and purposes as the undersigned might or
could do if
personally present, with full power of such substitution or
revocation,
hereby ratifying and confirming all that each attorney-in-fact, or
each
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to

be done by virtue of this Power of Attorney and the rights and powers
herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in
serving in such capacity at the request of the
undersigned, is not assuming, nor
is the Company assuming, any of the
undersigned's responsibilities to comply
with Section 16 of the Exchange
Act.

	    This Power of Attorney shall remain in full force and effect
until the
undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the
undersigned's holdings of and transactions in securities
issued by the Company,
unless earlier revoked by the undersigned in a
signed writing delivered to
either of the foregoing attorneys-in-fact.





	    IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney
to be executed as of this 19th day of July, 2005.


PROVIDENCE EQUITY PARTNERS IV, L.P.
		   By:    Providence Equity GP IV,
L.P., its general partner
		   By:    Providence Equity Partners IV, LLC,
its general partner

		   By:	/s/ Mark A. Pelson

				-------------------------------------------------------
				Name:
Mark A. Pelson
				Title: Managing Director


		   PROVIDENCE
EQUITY GP IV, L.P.
		   By:    Providence Equity Partners IV, LLC, its
general partner

		   By:	/s/ Mark A. Pelson

				-------------------------------------------------------
				Name:
Mark A. Pelson
				Title: Managing Director


		   PROVIDENCE
EQUITY PARTNERS IV, LLC

		   By:	 /s/ Mark A. Pelson

				-------------------------------------------------------
				Name:
Mark A. Pelson
				Title: Managing Director



						  Power of
Attorney

	    The undersigned hereby constitutes and appoints each of
Steven L.
Grissom and Alexander A. Gendzier and James N. Pepin, of King &
Spalding LLP,
the Company's counsel, as the undersigned's true and lawful
attorney-in-fact to:

(1)	    execute for and on behalf of the
undersigned, in the
		  undersigned's capacity as an officer, director
and/or a
		  stockholder owning more than 10% of Consolidated

Communications Holdings, Inc.'s (the "Company") common stock,
		  Forms
3, 4 and 5 in accordance with Section 16 of the
		  Securities Exchange
Act of 1934, as amended (the "Exchange
		  Act"), and the rules and
regulations promulgated thereunder;

(2)	    do and perform any and all
acts for and on behalf of the
		  undersigned which may be necessary or
desirable to complete
		  and execute any such Forms 3, 4 or 5 and timely
file such
		  forms with the U.S. Securities and Exchange Commission and
any
		  stock exchange or similar authority; and

(3)	    take any
other action of any type whatsoever in connection
		  with the foregoing
which, in the opinion of such
		  attorney-in-fact, may be of benefit to,
in the best interest
		  of, or legally required by, the undersigned, it
being
		  understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to this
		  Power
of Attorney shall be in such form and shall contain such
		  terms and
conditions as such attorney-in-fact may approve in
		  such
attorney-in-fact's discretion.

	    The undersigned hereby grants to
each attorney-in-fact full power and
authority to do and perform any and
every act and thing whatsoever requisite,
necessary, or proper to be done
in the exercise of any of the rights and powers
herein granted, as fully
to all intents and purposes as the undersigned might or
could do if
personally present, with full power of such substitution or
revocation,
hereby ratifying and confirming all that each attorney-in-fact, or
each
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to

be done by virtue of this Power of Attorney and the rights and powers
herein
granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in
serving in such capacity at the request of the
undersigned, is not assuming, nor
is the Company assuming, any of the
undersigned's responsibilities to comply
with Section 16 of the Exchange
Act.

	    This Power of Attorney shall remain in full force and effect
until the
undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the
undersigned's holdings of and transactions in securities
issued by the Company,
unless earlier revoked by the undersigned in a
signed writing delivered to
either of the foregoing attorneys -in-fact.


	    IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney
to be executed as of this 19th day of July, 2005.


By:   /s/ Mark A. Pelson
							------------------------------

							Name: Mark A. Pelson
Exhibit 99
					   Joint Filer Information



Name:    Providence Equity Partners IV L.P.

Address: c/o  Providence
Equity Partners, Inc.
	    50 Kennedy Plaza
	    Providence, Rhode
Island 02903

Designated Filer: Providence Equity Partners IV, LLC


Issuer & Ticker Symbol: Consolidated Communications Holdings, Inc. (CNSL)


Date of Event Requiring Statement: July 21, 2005

Shares
beneficially owned - Direct: 7,479,875

Signature: /s/ James N.
Pepin								   7/21/05

		---------------------------------------------------------------------

	    James N. Pepin, by power of attorney for Providence Equity Partners
IV, LLC





Name:    Providence Equity GP IV L.P.


Address: c/o  Providence Equity Partners, Inc.
	    50 Kennedy Plaza

	    Providence, Rhode Island 02903

Shares Indirectly Beneficially
Owned:  7,504,001

Designated Filer: Providence Equity Partners IV, LLC


Issuer & Ticker Symbol: Consolidated Communications Holdings, Inc.
(CNSL)

Date of Event Requiring Statement: July 21, 2005



Signature: /s/ James N. Pepin								  7/21/05

		---------------------------------------------------------------------

	    James N. Pepin, by power of attorney Spectrum Equity Associates IV,
L.P.








Name:    Providence Equity Partners
IV, LLC

Address: c/o  Providence Equity Partners, Inc.
	    50
Kennedy Plaza
	    Providence, Rhode Island 02903

Shares Indirectly
Beneficially Owned:  7,504,001

Designated Filer: Providence Equity
Partners IV, LLC

Issuer & Ticker Symbol: Consolidated Communications
Holdings, Inc. (CNSL)

Date of Event Requiring Statement: July 21, 2005



Signature: /s/ James N. Pepin								   7/21/05

		---------------------------------------------------------------------

	    James N. Pepin, by power of attorney for Spectrum Equity Associates
IV, L.P.



Name:    Mark A. Pelson

Address: c/o  Providence
Equity Partners, Inc.
	    50 Kennedy Plaza
	    Providence, Rhode
Island 02903

Shares Directly Beneficially Owned:  0

Designated
Filer: Providence Equity Partners IV, LLC

Issuer & Ticker Symbol:
Consolidated Communications Holdings, Inc. (CNSL)

Date of Event
Requiring Statement: July 21, 2005


Signature: /s/ James N.
Pepin								   7/21/05

		---------------------------------------------------------------------

	    James N. Pepin, by power of attorney for Mark A. Pelson, Director of

	 Consolidated Communications Holdings, Inc.