Cincinnati Bell Inc. Prices Offering of $350 Million of 8.000% Senior Notes Due 2025
Cincinnati Bell Inc. (NYSE: CBB) (the “Company”) today announced the pricing of the previously announced private offering of
$350 million aggregate principal amount of 8.000% senior notes due 2025 (the “Notes”) by CB Escrow Corp., an Ohio corporation and
wholly owned subsidiary of the Company (the “Issuer”). The offering of the Notes is part of the financing of the cash portion of
the merger consideration for the previously announced acquisition of Hawaiian Telcom Holdco, Inc. (“Hawaiian Telcom”) by the
Company (the “HCOM Acquisition”). At the closing of the HCOM Acquisition, the Issuer will merge with and into the Company (the
“Escrow Merger”), with the Company continuing as the surviving corporation. At the time of the Escrow Merger, the Company will
assume the obligations of the Issuer under the Notes and the related indenture (the “Assumption”). Prior to the Assumption, the
Notes will not be guaranteed. From and after the Assumption, the Notes will be guaranteed, jointly and severally, on a senior
unsecured basis, by certain of the Company’s existing and future domestic subsidiaries. The transaction is expected to close on
October 6, 2017.
The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand and borrowings under the
Company’s senior credit facilities and receivables facility, to fund the cash portion of the merger consideration of the HCOM
Acquisition, refinance existing Hawaiian Telcom indebtedness and pay fees and expenses in connection with the foregoing.
The Notes will be offered in the United States to qualified institutional buyers under Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”), and to persons outside the United States under Regulation S under the Securities Act. The
Notes and, from and after the Assumption, the related guarantees have not been and will not be registered under the Securities Act,
or the securities laws of any state or other jurisdiction, and, unless so registered, may not be offered or sold in the United
States absent registration or an applicable exemption from registration requirements.
This press release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to
buy or sell the securities described herein. There shall not be any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction.
No Offer or Solicitation
This communication is neither an offer to sell, nor a solicitation of an offer to buy any securities, the solicitation of any
vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in accordance
with applicable law.
Additional Information and Where to Find it
The proposed transaction involving the Company and Hawaiian Telcom will be submitted to Hawaiian Telcom’s stockholders for their
consideration. In connection with the proposed transaction, the Company has filed with the Securities and Exchange Commission
(“SEC”) a registration statement on Form S-4 on August 17, 2017, as amended on August 30, 2017 (the “Registration Statement”)
(which Registration Statement has not yet been declared effective), which includes a prospectus with respect to the Company’s
common shares to be issued in the proposed transaction and a proxy statement for Hawaiian Telcom’s stockholders (the “Proxy
Statement”), and Hawaiian Telcom will mail the Proxy Statement to its stockholders and file other documents regarding the proposed
transaction with the SEC. SECURITY HOLDERS ARE URGED AND ADVISED TO READ ALL RELEVANT MATERIALS FILED WITH THE SEC, INCLUDING THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT, CAREFULLY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The Registration Statement, the Proxy Statement and other relevant
materials (when they become available) and any other documents filed or furnished by the Company or Hawaiian Telcom with the SEC
may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, security holders are able to obtain free copies of the Registration Statement and the
Proxy Statement from the Company by going to its investor relations page on its corporate web site at www.cincinnatibell.com and from Hawaiian Telcom by going to its investor relations page on its corporate web
site at www.hawaiiantel.com.
Participants in the Solicitation
The Company, Hawaiian Telcom, their respective directors and certain of their respective executive officers and employees may be
deemed to be participants in the solicitation of proxies in connection with the proposed transaction involving the Company and
Hawaiian Telcom. Information about the Company’s directors and executive officers is set forth in its definitive proxy statement
for its 2017 Annual Meeting of Shareholders, which was filed with the SEC on March 24, 2017 and information about Hawaiian Telcom’s
directors and executive officers is set forth in its definitive proxy statement for its 2017 Annual Meeting of Stockholders, which
was filed with the SEC on March 14, 2017, and in the Registration Statement (which Registration Statement has not yet been declared
effective), which was filed with the SEC on August 17, 2017. These documents are available free of charge from the sources
indicated above, and from the Company by going to its investor relations page on its corporate web site at www.cincinnatibell.com and from Hawaiian Telcom by going to its investor relations page on its corporate web
site at www.hawaiiantel.com. Additional information regarding the interests of participants in the solicitation of
proxies in connection with the proposed transaction involving the Company and Hawaiian Telcom will be included in the Registration
Statement, the Proxy Statement and other relevant materials the Company and Hawaiian Telcom intend to file with the SEC.
Cautionary Statement Concerning Forward-Looking Statements
This communication and the documents incorporated by reference herein may contain “forward-looking” statements, as defined in
federal securities laws including the Private Securities Litigation Reform Act of 1995, which are based on our current
expectations, estimates, forecasts and projections. Statements that are not historical facts, including statements about the
beliefs, expectations and future plans and strategies of the Company, are forward-looking statements. Actual results may differ
materially from those expressed in any forward-looking statements. The following important factors, among other things, could cause
or contribute to actual results being materially and adversely different from those described or implied by such forward-looking
statements including, but not limited to: those discussed in this communication; we operate in highly competitive industries, and
customers may not continue to purchase products or services, which would result in reduced revenue and loss of market share; we may
be unable to grow our revenues and cash flows despite the initiatives we have implemented; failure to anticipate the need for and
introduce new products and services or to compete with new technologies may compromise our success in the telecommunications
industry; our access lines, which generate a significant portion of our cash flows and profits, are decreasing in number and if we
continue to experience access line losses similar to the past several years, our revenues, earnings and cash flows from operations
may be adversely impacted; our failure to meet performance standards under our agreements could result in customers terminating
their relationships with us or customers being entitled to receive financial compensation, which would lead to reduced revenues
and/or increased costs; we generate a substantial portion of our revenue by serving a limited geographic area; a large customer
accounts for a significant portion of our revenues and accounts receivable and the loss or significant reduction in business from
this customer would cause operating revenues to decline and could negatively impact profitability and cash flows; maintaining our
telecommunications networks requires significant capital expenditures, and our inability or failure to maintain our
telecommunications networks could have a material impact on our market share and ability to generate revenue; increases in
broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers; we may
be liable for material that content providers distribute on our networks; cyber attacks or other breaches of network or other
information technology security could have an adverse effect on our business; natural disasters, terrorists acts or acts of war
could cause damage to our infrastructure and result in significant disruptions to our operations; the regulation of our businesses
by federal and state authorities may, among other things, place us at a competitive disadvantage, restrict our ability to price our
products and services and threaten our operating licenses; we depend on a number of third party providers, and the loss of, or
problems with, one or more of these providers may impede our growth or cause us to lose customers; a failure of back-office
information technology systems could adversely affect our results of operations and financial condition; if we fail to extend or
renegotiate our collective bargaining agreements with our labor union when they expire or if our unionized employees were to engage
in a strike or other work stoppage, our business and operating results could be materially harmed; the loss of any of the senior
management team or attrition among key sales associates could adversely affect our business, financial condition, results of
operations and cash flows; our debt could limit our ability to fund operations, raise additional capital, and fulfill our
obligations, which, in turn, would have a material adverse effect on our businesses and prospects generally; our indebtedness
imposes significant restrictions on us; we depend on our loans and credit facilities to provide for our short-term financing
requirements in excess of amounts generated by operations, and the availability of those funds may be reduced or limited; the
servicing of our indebtedness is dependent on our ability to generate cash, which could be impacted by many factors beyond our
control; we depend on the receipt of dividends or other intercompany transfers from our subsidiaries and investments; the trading
price of our common shares may be volatile, and the value of an investment in our common shares may decline; the uncertain economic
environment, including uncertainty in the U.S. and world securities markets, could impact our business and financial condition; our
future cash flows could be adversely affected if it is unable to fully realize our deferred tax assets; adverse changes in the
value of assets or obligations associated with our employee benefit plans could negatively impact shareowners’ deficit and
liquidity; third parties may claim that we are infringing upon their intellectual property, and we could suffer significant
litigation or licensing expenses or be prevented from selling products; third parties may infringe upon our intellectual property,
and we may expend significant resources enforcing our rights or suffer competitive injury; we could be subject to a significant
amount of litigation, which could require us to pay significant damages or settlements; we could incur significant costs resulting
from complying with, or potential violations of, environmental, health and human safety laws; the timing and likelihood of
completion of our proposed acquisitions of Hawaiian Telcom and OnX Holdings LLC, a Delaware limited liability company (“OnX”),
including the timing, receipt and terms and conditions of any required governmental and regulatory approvals for the proposed
transactions that could reduce anticipated benefits or cause the parties to abandon the transactions; the possibility
that Hawaiian Telcom’s stockholders may not approve the proposed merger; the possibility that competing offers or acquisition
proposals for Hawaiian Telcom will be made; the occurrence of any event, change or other circumstance that could give
rise to the termination of the proposed transactions; the possibility that the expected synergies and value creation from the
proposed transactions will not be realized or will not be realized within the expected time period; the risk that the businesses of
the Company and Hawaiian Telcom and OnX will not be integrated successfully; disruption from the proposed transactions
making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; and
the possibility that the proposed transactions do not close, including due to the failure to satisfy the closing conditions and the
other risks and uncertainties detailed in our filings, including our Form 10-K, with the SEC as well as Hawaiian Telcom’s
filings, including its Form 10-K, with the SEC.
These forward-looking statements are based on information, plans and estimates as of the date hereof and there may be other
factors that may cause our actual results to differ materially from these forward-looking statements. We assume no obligation to
update the information contained in this communication except as required by applicable law.
About Cincinnati Bell Inc.
With headquarters in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:CBB) provides integrated communications solutions – including
local and long distance voice, data, high-speed Internet and video – that keep residential and business customers in Greater
Cincinnati and Dayton connected with each other and with the world. In addition, enterprise customers across the United States rely
on CBTS, a wholly-owned subsidiary, for efficient, scalable office communications systems and end-to-end IT solutions. For more
information, please visit www.cincinnatibell.com. The information on the Company’s website is not incorporated by reference in this press
release.
Cincinnati Bell Inc.
INVESTOR CONTACT:
Joshua Duckworth, 513-397-2292
E-mail: Joshua.Duckworth@cinbell.com
or
MEDIA CONTACT:
Jane Weiler, 513-397-9941
E-mail: Jane.Weiler@cinbell.com
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