On May 30, 2012, Consolidated Communications Finance Co. ("Finance Co."), an indirect wholly owned subsidiary of Consolidated Communications Holdings, Inc. (the "Company"), completed an offering of $300.0 million aggregate principal amount of its 10.875% Senior Notes due 2020 (the "Notes"). The Notes were sold in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States pursuant to Regulation S under the Securities Act. In addition, some of the Notes were sold to certain "accredited investors" (as defined in Rule 501 under the Securities Act). The Notes were sold to investors at a price equal to 99.345% of the principal amount thereof, for a yield to maturity of 11.00%.

The Notes were issued pursuant to an indenture, dated as of May 30, 2012 (the "Indenture"), between Finance Co. and Wells Fargo Bank, National Association ("Wells Fargo"), as trustee (the "Trustee"). The net proceeds of the offering of the Notes are expected to partially finance the Company's previously disclosed acquisition of SureWest Communications (the "Proposed Acquisition") pursuant to an Agreement and Plan of Merger dated February 5, 2012 (the "Merger Agreement"). In connection with the closing of the issuance of the Notes, Finance Co. entered into an Escrow and Security Agreement dated as of May 30, 2012 (the "Escrow Agreement"), by and among Finance Co., the Trustee, Wells Fargo, as escrow agent and Wells Fargo, as financial institution, pursuant to which the proceeds of the Notes offering were placed in an escrow account pending the consummation of the Proposed Acquisition.

The description of the Indenture, the Notes and the Escrow Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the Indenture, which is filed as Exhibit 4.1 hereto, to the Form of Note, which is filed as Exhibit 4.2 hereto and to the Escrow Agreement, which is filed as Exhibit 4.3 hereto.

The Notes will mature on June 1, 2020. The Issuer will pay interest on the Notes at a rate of 10.875% per year, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2012. As used herein, ''Issuer'' refers, (i) prior to the consummation of the Finance Co. Merger (as defined below), Finance Co. and (ii) following the consummation of the Finance Co. Merger, Consolidated Communications, Inc., a direct wholly owned subsidiary of the Company ("CCI").

At any time on or after June 1, 2016, the Issuer may redeem all or a part of the Notes upon not less than 30 nor more than 60 days' prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, thereon to the applicable redemption date if redeemed during the twelve-month period beginning on June 1 of the years indicated below:

Year                  Redemption Price
2016                           105.438 %
2017                           102.719 %
2018                           101.359 %
2019 and thereafter            100.000 %

At any time prior to June 1, 2016, the Issuer may redeem all or part of the Notes, at a redemption price equal to 100% of their principal amount, plus a ''make whole'' premium as of, and accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to June 1, 2015, the Issuer may redeem up to 35% of the principal amount of the Notes at a redemption price equal to 110.875%, plus accrued and unpaid interest, if any, using the net proceeds of certain equity offerings.

Upon the occurrence of a change of control (as defined in the Indenture), holders of the Notes will have the right to require the Issuer to repurchase all or a portion of the Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased, together with any accrued and unpaid interest to the date of purchase. In connection with certain asset sales, the Issuer will be required to use the net cash proceeds of the asset sale to make an offer to purchase the Notes at 100% of the principal amount, together with any accrued and unpaid interest to the date of purchase.

Finance Co. deposited the gross proceeds from the offering of the Notes, together with available cash from the Company, in an amount equal to 100.345% of the aggregate principal amount of the Notes and interest payable on the Notes to November 5, 2012, into the escrow account under the Escrow Agreement, until the date that the conditions for disbursement of the account under the Escrow Agreement are satisfied. Among other things, the conditions include the concurrent occurrence of the Proposed Acquisition substantially in accordance with the terms and conditions of the Merger Agreement, the merger of Finance Co. with and into CCI, with CCI as the surviving corporation (the "Finance Co. Merger"), the assumption by CCI of all of the obligations of Finance Co. under the Notes, the Indenture and the Registration Rights Agreement (as defined below), and the guarantors providing guarantees under the Notes and the Indenture and becoming parties to the Registration Rights Agreement. If the Merger Agreement is terminated or the Proposed Acquisition is not consummated on or prior to November 5, 2012, the Notes will be subject to a special mandatory redemption at a redemption price equal to 100.345% of the aggregate principal amount of the Notes (consisting of a redemption price of 99.345% of the aggregate principal amount of the outstanding Notes (equal to the aggregate offering price of the Notes) and a special mandatory redemption fee of 1% of the aggregate principal amount of the Notes), plus accrued and unpaid interest to, but not including, the redemption date.

Before CCI's assumption of Finance Co.'s obligations under the Notes and the Indenture, the Notes are general obligations of Finance Co., as Issuer, and are secured by a first-priority lien on amounts in the escrow account. After CCI's assumption of Finance Co.'s obligations under the Notes, the Notes will be the general unsecured obligations of CCI, as Issuer, and will be, jointly and severally, unconditionally guaranteed on a senior unsecured basis by the Company, and each subsidiary of CCI that guarantees any indebtedness under CCI's credit agreement. The Notes and the guarantees thereof will rank senior in right of payment to any of the Issuer's and the guarantors' future subordinated indebtedness; rank equal in right of payment with any of the Issuer's and the guarantors' existing and future senior indebtedness; rank effectively junior to the Issuer's and the guarantors' existing and future secured indebtedness (including indebtedness under CCI's credit agreement), to the extent of the value of CCI's and the guarantors' assets constituting collateral securing such indebtedness; and rank effectively junior to any indebtedness or liabilities of any subsidiary that does not guarantee the Notes.

The Indenture, among other things, limits the Issuer's and its restricted subsidiaries' ability to: incur additional indebtedness or issue certain preferred stock; pay dividends or make other distributions on capital stock or prepay subordinated indebtedness; purchase or redeem any equity interests; make investments; create liens; sell assets; enter into agreements that restrict dividends or other payments by restricted subsidiaries; consolidate, merge or transfer all or substantially all of its assets; engage in transactions with the Issuer's affiliates; or enter into any sale and leaseback transactions. However, during any period that both Standard and Poor's Ratings Services and Moody's Investors Service, Inc. have assigned the Notes an investment grade rating and no default has occurred and is continuing with respect to the Notes, most of the covenants will cease to be in effect. These covenants are subject to important exceptions and qualifications.

In addition, the Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among other things: failure to make payments on the Notes when due, invalidity or disaffirmation of guarantees, failure to comply with covenants under the Indenture, failure to pay certain other indebtedness or acceleration of maturity of certain other indebtedness, failure to pay certain final judgments and occurrence of certain events of bankruptcy and insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Issuer (and to the Trustee if given by holders) specifying the event of default.

The Notes have not been registered under the Securities Act, or any state . . .

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

(d) Exhibits.

Exhibit No.                                Description

4.1           Indenture, dated as of May 30, 2012, between Consolidated
              Communications Finance Co. and Wells Fargo Bank, National
              Association, as trustee

4.2           Form of 10.875% Senior Note due 2020 (included as Exhibit A to
              Exhibit 4.1)

4.3           Escrow and Security Agreement, dated as of May 30, 2012, by and among
              Consolidated Communications Finance Co., Wells Fargo Bank, National
              Association, as trustee under the Indenture dated as of May 30, 2012,
              Wells Fargo Bank, National Association, as escrow agent and Wells
              Fargo Bank, National Association, as financial institution

4.4           Registration Rights Agreement, dated as of May 30, 2012, between
              Consolidated Communications Finance Co. and Morgan Stanley & Co. LLC

Safe Harbor

Any statements other than statements of historical facts, including statements about management's beliefs and expectations, are forward-looking statements and should be evaluated as such. These statements are made on the basis of management's views and assumptions regarding future events and business performance. Words such as "estimate," "believe," "anticipate," "expect," "intend," "plan, "target," "project," "should," "may," "will" and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties include the ability of Consolidated Communications Holdings, Inc. (the "Company") to complete the acquisition of SureWest Communications ("SureWest"), successfully integrate the operations of SureWest and realize the synergies from the acquisition, as well as a number of other factors related to the businesses of the Company and SureWest, including various risks to stockholders of not receiving dividends and risks to the Company's ability to pursue growth opportunities if the Company continues to pay dividends according to the current dividend policy; various risks to the price and volatility of the Company's common stock; the substantial amount of debt and the Company's ability to repay or refinance it or incur additional debt in the future; the Company's need for a significant amount

of cash to service and repay the debt and to pay dividends on the Company's common stock; changes in the valuation of pension plan assets; restrictions contained in the Company's debt agreements that limit the discretion of management in operating the business; regulatory changes, including changes to subsidies, rapid development and introduction of new technologies and intense competition in the telecommunications industry; risks associated with the Company's possible pursuit of acquisitions; economic conditions in the Company's and SureWest's service areas; system failures; losses of large customers or government contracts; risks associated with the rights-of-way for the network; disruptions in the relationship with third party vendors; losses of key management personnel and the inability to attract and retain highly qualified management and personnel in the future; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of the Company's or SureWest's network; high costs of regulatory compliance; the competitive impact of legislation and regulatory changes on the telecommunications industry; and liability and compliance costs regarding environmental regulations. These and other risks and uncertainties are discussed in more detail in the Company's and SureWest's filings with the Securities and Exchange Commission, including the companies' respective reports on Form 10-K and Form 10-Q.

Many of these risks are beyond management's ability to control or predict. All forward-looking statements attributable to the Company, SureWest or persons acting on behalf of each of them are expressly qualified in their entirety by the cautionary statements and risk factors contained in this communication and the companies' filings with the Securities and Exchange Commission. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the Securities and Exchange Commission, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

Proxy Statement/Prospectus

This material is not a substitute for the joint proxy statement/prospectus the Company and SureWest filed with the Securities and Exchange Commission on March 28, 2012, which, as amended, was declared effective on April 24, 2012. Investors in the Company or SureWest are urged to read the joint proxy statement/prospectus, which contains important information, including detailed risk factors. The joint proxy statement/prospectus is, and other documents which will be filed by the Company and SureWest with the Securities and Exchange Commission will be, available free of charge at the Securities and Exchange Commission's website, www.sec.gov, or by directing a request to Consolidated Communications, 121 South 17th Street, Mattoon, IL 61938, Attention: Investor Relations; or to SureWest Communications, 8150 Industrial Avenue, Building A, Roseville, California 95678, Attention: Investor Relations. The definitive joint proxy statement/prospectus was first mailed to the Company's stockholders and shareholders of SureWest on May 1, 2012.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Proxy Solicitation

The Company and SureWest, and certain of their respective directors, executive officers and other members of management and employees are participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of the Company is set forth in the joint proxy statement/prospectus. Information about the directors and executive officers of SureWest is set forth in SureWest's Form 10-K for the year ended December 31, 2011. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the definitive joint proxy statement/prospectus for such proposed transactions.