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, 2020


Cincinnati Bell Inc.
(Exact name of Registrant as Specified in Its Charter)


Ohio
001-8519
31-1056105
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
221 East Fourth Street,
Cincinnati, Ohio
 
45202
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (513) 397-9900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Shares ($0.01 par value)
 
CBB
 
The New York Stock Exchange
Depositary Shares, each representing 1/20 interest in a Share of 6 3/4% Cumulative Convertible Preferred Stock, without par value
 
CBB.PB
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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Item 1.01 Entry into a Material Definitive Agreement

On July 2, 2020 (the “Effective Date”), Cincinnati Bell Inc. (the “Company”), certain of the Company’s subsidiaries, as guarantors and Regions Bank, as trustee (the “Trustee”) entered into a sixth supplemental indenture, dated as of July 2, 2020 (the “Sixth Supplemental Indenture”) to the indenture governing the Company’s 7.000% Senior Notes Due 2024 (the “2024 Notes”) and a second supplemental indenture, dated as of July 2, 2020 (the “Second Supplemental Indenture”, and, together with the Sixth Supplemental Indenture, the “Supplemental Indentures”) to the indenture governing the Company’s 8.000% Senior Notes Due 2025 (the “2025 Notes”, and, together with the 2024 Notes, the “Notes”).

The Company entered into the Supplemental Indentures following receipt of the requisite consents from holders of the Notes pursuant to its previously announced consent solicitations (the “Consent Solicitations”) to amend certain provisions of the applicable indentures governing the Notes (the “Indentures”), which expired at 5:00 p.m., New York City Time on July 2, 2020. The Consent Solicitations were conducted in contemplation of the previously announced proposed acquisition by Macquarie Infrastructure Partners (“MIP”) of the Company (the “Acquisition”), with certain funds managed by the Private Equity Group of Ares Management Corporation (“Ares”) having agreed to provide equity financing for the Acquisition. The Supplemental Indentures (i) amend the definition of “Change of Control” in each Indenture so that the Acquisition will not constitute a Change of Control and (ii) add a definition of, and designate certain persons, including MIP and its affiliates and Ares and its affiliates, as “Permitted Holders” (collectively, the “Proposed Amendments”).

The Supplemental Indentures became effective upon execution thereof, but the Proposed Amendments will only become operative upon the occurrence of certain conditions described in the Supplemental Indentures, including payment of the consent fees pursuant to the Consent Solicitations. If the conditions described in the Supplemental Indentures are not satisfied, the Indentures will revert to the form in effect immediately prior to the Effective Date.

The foregoing description of the Supplemental Indentures is a summary and is qualified in its entirety by reference to the Sixth Supplemental Indenture and Second Supplemental Indenture, which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated by reference into this Item 1.01.

Item 7.01 Regulation FD Disclosure

On July 6, 2020, the Company issued a press release announcing the expiration of the Consent Solicitations, the receipt of the requisite consents to approve the Proposed Amendments and the entry into the Supplemental Indentures in connection therewith. A copy of such press release is furnished as Exhibit 99.1 attached hereto.

The information in Item 7.01 and the exhibit attached to this Current Report as Exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934 or otherwise subject to the liabilities of that Section nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Act of 1934, except as shall be expressly stated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)
Exhibit No.
Description
 
Exhibit 4.1
Sixth Supplemental Indenture, dated July 2, 2020, among Cincinnati Bell Inc., the guarantors party thereto and Regions Bank, as Trustee
 
Exhibit 4.2
Second Supplemental Indenture, dated July 2, 2020, among Cincinnati Bell Inc., the guarantors party thereto and Regions Bank, as Trustee
 
Exhibit 99.1
Press Release dated July 6, 2020
 
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


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Cautionary Statement Concerning Forward-Looking Statements

This report and the documents incorporated by reference herein contain forward-looking statements regarding future events and results that are subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “predicts,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “will,” “may,” “proposes,” “potential,” “could,” “should,” “outlook,” or variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of future financial performance, anticipated growth and trends in businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned these forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause actual results to differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, (i) the risk that the Acquisition may not be completed in a timely manner or at all; (ii) the possibility that any or all of the various conditions to the consummation of the Acquisition may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Acquisition, including in circumstances which would require the Company to pay a termination fee or other expenses; (iv) the effect of the announcement or pendency of the Acquisition on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (v) risks related to diverting management’s attention from the Company’s ongoing business operations; (vi) the risk that shareholder litigation in connection with the Acquisition may result in significant costs of defense, indemnification and liability; (vii) risks related to the recent outbreak of COVID-19 (more commonly known as the Coronavirus), including the risk that the receipt of certain approvals required to consummate the Acquisition may be delayed; (viii) those discussed in this release; and (ix) those discussed in other documents the company filed with the Securities and Exchange Commission (SEC). More information on potential risks and uncertainties is available in our recent filings with the SEC, including Cincinnati Bell’s Form 10-K report, Form 10-Q reports and Form 8-K reports. Actual results may differ materially and adversely from those expressed in any forward-looking statements. The company undertakes no obligation to revise or update any forward-looking statements for any reason. The forward-looking statements included in this report represent company estimates as of July 6, 2020. Cincinnati Bell anticipates that subsequent events and developments will cause its estimates to change.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  CINCINNATI BELL INC.  
       
Date: July 6, 2020
By:
/s/ Christopher J. Wilson  
    Christopher J. Wilson  
    Vice President and General Counsel  


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EXHIBIT INDEX

 
Exhibit No.
Description
 
 
 
 
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



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Exhibit 4.1

SIXTH SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “Sixth Supplemental Indenture”), dated as of July 2, 2020, among Cincinnati Bell Inc., an Ohio corporation (or its permitted successor) (the “Issuer”), each subsidiary of the Issuer identified as a Guarantor on Schedule I hereto (each, a “Guarantor” and together, the “Guarantors”), and Regions Bank (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

W I T N E S S E T H

WHEREAS, the Issuer and the other Guarantors party thereto have heretofore executed and delivered to the Trustee an indenture, dated as of September 22, 2016 (as supplemented by the First Supplemental Indenture, dated as of April 3, 2017, the Second Supplemental Indenture, dated as of May 31, 2017, the Third Supplemental Indenture, dated as of October 2, 2017, the Fourth Supplemental Indenture, dated as of December 22, 2017, and the Fifth Supplemental Indenture, dated as of July 2, 2018, the “Indenture”), providing for the issuance by the Issuer of its 7.000% Senior Notes due 2024 (the “Notes”);

WHEREAS, the Issuer proposes to amend the Indenture as contemplated by this Sixth Supplemental Indenture (such amendments, collectively, the “Amendments”);

WHEREAS, pursuant to Section 9.02(e) of the Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture as contemplated by this Sixth Supplemental Indenture with the consent of the Holders of at least a majority in principal amount of the outstanding Notes (the “Requisite Consents”);

WHEREAS, the Issuer has obtained the Requisite Consents to the Amendments pursuant to the consent solicitation statement, dated June 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Consent Solicitation Statement”), and upon the terms and subject to the conditions set forth therein; and

WHEREAS, pursuant to Section 9.02(c) of the Indenture, the Trustee is authorized to execute and deliver this Sixth Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Issuer, each Guarantor  and the Trustee mutually covenant and agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders as follows:

ARTICLE 1
DEFINITIONS

Section 1.1. Defined Terms. As used in this Sixth Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Sixth Supplemental Indenture refer to this Sixth Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE 2
AMENDMENTS


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Section 2.1. Amendments.


(i)
The definition of “Change of Control” in Article 1.01 of the Indenture is amended and restated in its entirety to read as follows:

“Change of Control” means the occurrence of any of the following:

(1)  the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the property and assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than the Issuer, any of its Subsidiaries or one or more Permitted Holders;

(2)  the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of acquisition, merger, amalgamation, consolidation, transfer, conveyance or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuer, other than by virtue of (a) the imposition of one or more holding companies (including in connection with a business combination and regardless of whether any such holding company has other assets) or (b) the reincorporation of the Issuer in another jurisdiction, if in the case of either (a) or (b), (i) the beneficial owners of 100% of the total voting power of the Voting Stock of the Issuer immediately prior to such transaction directly or indirectly hold a majority of the voting power of the Voting Stock of such holding company or reincorporation entity immediately thereafter and (ii) no Person or group beneficially owns more than 50% of the voting power of the Voting Stock of the Issuer immediately following such transaction if such Person or group did not beneficially own more than 50% of the voting power of the Voting Stock of the Issuer prior to such transaction; or

(3)  (x) the Issuer merges or consolidates with or into any Person (except in the case of a merger or consolidation of the Issuer following which the Issuer or the surviving Person in such transaction is a Subsidiary of another Person, which shall be subject to clause (2) above) or (y) any Subsidiary of the Issuer merges or consolidates with or into any Person and, in the case of this subclause (y), in connection therewith Voting Stock of the Issuer is issued to shareholders of such other Person, unless, in the case of each of subclauses (x) and (y), immediately following such transaction, (i) the beneficial owners of 100% of the voting power of the Voting Stock of the Issuer immediately prior to such transaction, directly or indirectly hold a majority of the voting power of the Voting Stock of the Issuer or such Person in such transaction immediately after such transaction and (ii) no Person or group beneficially owns more than 50% of the voting power of the Voting Stock of the Issuer or such Person immediately following such transaction if such Person or group did not beneficially own more than 50% of the voting power of the Voting Stock of the Issuer prior to such transaction, in each case, other than one or more Permitted Holders.

Notwithstanding the above, the acquisition by MIP V (FCC) AIV, L.P. and any other affiliate or managed funds and Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P. and any other affiliates or managed funds of the Issuer will not be deemed a “Change of Control.”


(ii)
The following, new defined term shall be added to Article 1.01 of the Indenture in alphabetical order:

“Permitted Holder” means (a) senior executive officers or directors of the Issuer who are or become holders of Equity Interests of the Issuer, (b) any Subsidiary of the Issuer, (c) (i) Macquarie Infrastructure and Real Assets, Inc. (“MIRA”), MIP V (FCC) AIV, L.P. (and together with MIRA, “Macquarie”), and


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any of their respective Affiliates, (ii) any investment fund or vehicle managed, sponsored or advised by Macquarie or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle and (iii) any limited or general partners of, or other investors in, any Macquarie investor or any Affiliate thereof, or any such investment fund or vehicle (but, in case of this clause (c), excluding any portfolio companies of any of the foregoing), (d) (i) Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P. (collectively, “Ares”) and any of their respective Affiliates, (ii) any investment fund or vehicle managed, sponsored or advised by Ares or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle and (iii) any limited or general partners of, or other investors in, any Ares investor or any Affiliate thereof, or any such investment fund or vehicle (but, in case of this clause (d), excluding any portfolio companies of any of the foregoing), and (e) any Person or combination of Persons that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the Voting Stock of the Issuer, and of which no other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date), other than any of the other Permitted Holders specified in any of clauses (a) through (d) above, beneficially owns more than 50% on a fully diluted basis of the Voting Stock thereof. Any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.


(iii)
The Indenture shall be amended by adding the following, new Section 4.20:

“SECTION 4.20 Limitation on Optional Redemption.  The Issuer shall not redeem all or a part of the Notes, prior to September 15, 2021 pursuant to Section 3.07 of this Indenture.”

ARTICLE 3
MISCELLANEOUS

Section 3.1. Effectiveness; Operative Time; Reversal; Authorization.

(i)          This Sixth Supplemental Indenture shall become effective and binding on the Issuer, the Guarantors, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Indenture, upon the date on which it is executed by the Issuer, the Guarantors and the Trustee (the “Effective Date”); provided, however, that the Amendments set forth in Article 2 hereof shall become operative immediately prior to the consummation of the Acquisition (as defined in the Consent Solicitation Statement) (the “Amendment Operative Time”) if the Issuer delivers an Officer’s Certificate to the Trustee confirming that substantially concurrently with delivery of such Officer’s Certificate that (i) the Consent Fee (as defined in the Consent Solicitation Statement) has been paid to consenting Holders in accordance with the Consent Solicitation Statement and (ii) the Issuer and the Guarantors have executed any necessary agreement or instrument in connection with the granting of the Collateral (the “Operative Conditions”). If the Operative Conditions fail to occur, the Indenture will revert to the form in effect immediately prior to the Effective Date, the Issuer shall provide the Trustee with written notice of such failure and such reversion.

(ii)        From and after the Amendment Operative Time, the Indenture shall be amended and supplemented in accordance herewith. Each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as amended and supplemented by this Sixth Supplemental Indenture unless the context otherwise requires. The Indenture as amended and supplemented by this Sixth Supplemental Indenture shall be read, taken and construed as one and the same instrument, and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Indenture as supplemented by this Sixth Supplemental Indenture shall be bound thereby.


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(iii)        Upon the Effective Date of this Sixth Supplemental Indenture, each holder of the Notes (or any beneficial ownership interest therein) will be deemed to have authorized the Trustee and Regions Bank or any other institution selected to serve in such role, to act as the collateral agent (the “Collateral Agent”), to enter into the Collateral Supplemental Indentures, the Collateral Documents, the First Lien Intercreditor Agreement, any other agreement or instrument in connection with the granting of the Collateral (each as defined in the Consent Solicitation Statement) and any amendment or modification thereto in the reasonable judgment of the Issuer that is necessary to provide a security interest in the Collateral or to cure any ambiguity, omission, defect or inconsistency (including, without limitation, any inconsistency between the text of such documents with the description of the Collateral Supplemental Indenture, the Collateral Documents and the First Lien Intercreditor Agreement contained in this Consent Solicitation Statement to the extent any such text was intended (as evidenced by an officer’s certificate) to be a verbatim recitation of a provision of the Collateral Supplemental Indenture, the Collateral Documents or First Lien Intercreditor Agreement), on behalf of such holder of the Notes and each holder of the Notes will be bound by the terms of the Collateral Supplemental Indentures, the Collateral Documents, the First Lien Intercreditor Agreement and any other agreement or instrument in connection with the granting of the Collateral.  Each holder of the Notes (or any beneficial ownership interest therein) will be deemed to have authorized the Trustee and the Collateral Agent to execute any and all documents, financing statements, agreements and instruments and take all such further actions (including the filing and recording of financing statements, fixture filings and other documents) that the Goldman Sachs Bank USA or another entity in such role, in its capacity as collateral agent under the Senior Secured Credit Facilities (as defined in the Consent Solicitation Statement) (in such capacity, the “Controlling Collateral Agent”) may reasonably request (including, without limitation, those required by applicable law), all at the expense of the Issuer and the Guarantors, to secure the Notes and the Note Guarantees on an equal and ratable basis with the Senior Secured Credit Facilities on the Collateral.

Section 3.2. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Sixth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

Section 3.3. Severability. In case any provision in this Sixth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 3.4. No Recourse Against Others. Pursuant to Section 12.06 of the Indenture, no director, officer, employee, incorporator, stockholder, member, manager or partner of the Issuer or each Guarantor shall have any liability for any obligations under the Notes, the Indenture, this Sixth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.

Section 3.5. Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SIXTH SUPPLEMENTAL INDENTURE.

Section 3.6. Counterparts. The parties may sign any number of copies of this Sixth Supplemental Indenture (including by electronic transmission). Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Sixth Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Sixth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Sixth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 3.7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


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Section 3.8. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and each Guarantor.





[Signatures on following pages]


5

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed and attested, all as of the date first above written.

  CINCINNATI BELL INC.  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  CBTS LLC, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  CBTS TECHNOLOGY SOLUTIONS LLC (Successor to ONX HOLDINGS LLC, ONX USA LLC and ONX MANAGED SERVICES INC.), as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  CBTS VIRGINIA LLC, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  CINCINNATI BELL ENTERTAINMENT INC., as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 



  CINCINNATI BELL EXTENDED TERRITORIES LLC, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


 
CINCINNATI BELL SHARED SERVICES LLC, as Guarantor
 
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  CINCINNATI BELL TELEPHONE COMPANY LLC, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  CINCINNATI BELL WIRELESS, LLC, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  HAWAIIAN TELCOM COMMUNICATIONS, INC., as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  HAWAIIAN TELCOM HOLDCO, INC., as Guarantor  
       

 By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 



  HAWAIIAN TELCOM, INC., as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


 
HAWAIIAN TELCOM SERVICES COMPANY, INC., as Guarantor
 
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  SYSTEMMETRICS CORPORATION, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  WAVECOM SOLUTIONS CORPORATION, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  REGIONS BANK, as Trustee  
       

By:
/s/ Doug Milner
 
    Name: Doug Milner
 
    Title:
Senior Vice President
 



Schedule I

1.
CBTS LLC

2.
CBTS Technology Solutions LLC

3.
CBTS Virginia LLC

4.
Cincinnati Bell Entertainment Inc.

5.
Cincinnati Bell Extended Territories LLC

6.
Cincinnati Bell Shared Services LLC

7.
Cincinnati Bell Telephone Company LLC

8.
Cincinnati Bell Wireless, LLC

9.
Hawaiian Telcom Communications, Inc.

10.
Hawaiian Telcom Holdco, Inc.

11.
Hawaiian Telcom, Inc.

12.
Hawaiian Telcom Services Company, Inc.

13.
SystemMetrics Corporation

14.
Wavecom Solutions Corporation



Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “Second Supplemental Indenture”), dated as of July 2, 2020, among Cincinnati Bell Inc., an Ohio corporation (or its permitted successor) (the “Issuer”), each subsidiary of the Issuer identified as a Guarantor on Schedule I hereto (each, a “Guarantor” and together, the “Guarantors”), and Regions Bank (or its permitted  successor),  as  trustee  under  the  Indenture  referred  to  below  (the “Trustee”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Indenture.

W I T N E S S E T H

WHEREAS, the Issuer and the other Guarantors party thereto have heretofore executed and delivered to the Trustee an indenture, dated as of October 6, 2017 (as supplemented by the Supplemental Indenture, dated as of July 2, 2018, the “Indenture”), providing for the issuance by the Issuer of its 8.000% Senior Notes due 2025 (the “Notes”);

WHEREAS, the Issuer proposes to amend the Indenture as contemplated by this Second Supplemental Indenture (such amendments, collectively, the “Amendments”);

WHEREAS, pursuant to Section 9.02(e) of the Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture as contemplated by this Second Supplemental Indenture with the consent of the Holders of at least a majority in principal amount of the outstanding Notes (the “Requisite Consents”);

WHEREAS, the Issuer has obtained the Requisite Consents to the Amendments pursuant to the consent solicitation statement, dated June 15, 2020 (as amended, supplemented or otherwise modified from time to time, the “Consent Solicitation Statement”), and upon the terms and subject to the conditions set forth therein; and

WHEREAS, pursuant to Section 9.02(c) of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Issuer, each Guarantor  and the Trustee mutually covenant and agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders as follows:

ARTICLE 1
DEFINITIONS

Section 1.1. Defined Terms. As used in this Second Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE 2
AMENDMENTS

Section 2.1. Amendments.


(i)
The definition of “Change of Control” in Article 1.01 of the Indenture is amended and restated in its entirety to read as follows:

“Change of Control” means the occurrence of any of the following:


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(1)  the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the property and assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than the Issuer, any of its Subsidiaries or one or more Permitted Holders;

(2)  the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of acquisition, merger, amalgamation, consolidation, transfer, conveyance or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuer, other than by virtue of (a) the imposition of one or more holding companies (including in connection with a business combination and regardless of whether any such holding company has other assets) or (b) the reincorporation of the Issuer in another jurisdiction, if in the case of either (a) or (b), (i) the beneficial owners of 100% of the total voting power of the Voting Stock of the Issuer immediately prior to such transaction directly or indirectly hold a majority of the voting power of the Voting Stock of such holding company or reincorporation entity immediately thereafter and (ii) no Person or group beneficially owns more than 50% of the voting power of the Voting Stock of the Issuer immediately following such transaction if such Person or group did not beneficially own more than 50% of the voting power of the Voting Stock of the Issuer prior to such transaction; or

(3)  (x) the Issuer merges or consolidates with or into any Person (except in the case of a merger or consolidation of the Issuer following which the Issuer or the surviving Person in such transaction is a Subsidiary of another Person, which shall be subject to clause (2) above) or (y) any Subsidiary of the Issuer merges or consolidates with or into any Person and, in the case of this subclause (y), in connection therewith Voting Stock of the Issuer is issued to shareholders of such other Person, unless, in the case of each of subclauses (x) and (y), immediately following such transaction, (i) the beneficial owners of 100% of the voting power of the Voting Stock of the Issuer immediately prior to such transaction, directly or indirectly hold a majority of the voting power of the Voting Stock of the Issuer or such Person in such transaction immediately after such transaction and (ii) no Person or group beneficially owns more than 50% of the voting power of the Voting Stock of the Issuer or such Person immediately following such transaction if such Person or group did not beneficially own more than 50% of the voting power of the Voting Stock of the Issuer prior to such transaction, in each case, other than one or more Permitted Holders.

Notwithstanding the above, the acquisition by MIP V (FCC) AIV, L.P. and any other affiliate or managed funds and Ares Special Situations Fund IV, L.P., ASOF Holdings I, L.P. and any other affiliates or managed funds of the Issuer will not be deemed a “Change of Control.”


(ii)
The following, new defined term shall be added to Article 1.01 of the Indenture in alphabetical order:

“Permitted Holder” means (a) senior executive officers or directors of the Issuer who are or become holders of Equity Interests of the Issuer, (b) any Subsidiary of the Issuer, (c) (i) Macquarie Infrastructure and Real Assets, Inc. (“MIRA”), MIP V (FCC) AIV, L.P. (and together with MIRA, “Macquarie”), and any of their respective Affiliates, (ii) any investment fund or vehicle managed, sponsored or advised by Macquarie or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle and (iii) any limited or general partners of, or other investors in, any Macquarie investor or any Affiliate thereof, or any such investment fund or vehicle (but, in case of this clause (c), excluding any portfolio companies of any of the foregoing), (d) (i) Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P. (collectively, “Ares”) and any of their respective Affiliates, (ii) any investment fund


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or vehicle managed, sponsored or advised by Ares or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle and (iii) any limited or general partners of, or other investors in, any Ares investor or any Affiliate thereof, or any such investment fund or vehicle (but, in case of this clause (d), excluding any portfolio companies of any of the foregoing), and (e) any Person or combination of Persons that, directly or indirectly, holds or acquires beneficial ownership of 100% on a fully diluted basis of the Voting Stock of the Issuer, and of which no other Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date), other than any of the other Permitted Holders specified in any of clauses (a) through (d) above, beneficially owns more than 50% on a fully diluted basis of the Voting Stock thereof. Any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.


(iii)
The Indenture shall be amended by adding the following, new Section 4.22:

“SECTION 4.22 Limitation on Optional Redemption.  The Issuer shall not redeem all or a part of the Notes, prior to October 15, 2021 pursuant to Section 3.07 of this Indenture.”

ARTICLE 3
MISCELLANEOUS

Section 3.1. Effectiveness; Operative Time; Reversal; Authorization.

(i)          This Second Supplemental Indenture shall become effective and binding on the Issuer, the Guarantors, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Indenture, upon the date on which it is executed by the Issuer, the Guarantors and the Trustee (the “Effective Date”); provided, however, that the Amendments set forth in Article 2 hereof shall become operative immediately prior to the consummation of the Acquisition (as defined in the Consent Solicitation Statement) (the “Amendment Operative Time”) if the Issuer delivers an Officer’s Certificate to the Trustee confirming that substantially concurrently with delivery of such Officer’s Certificate that (i) the Consent Fee (as defined in the Consent Solicitation Statement) has been paid to consenting Holders in accordance with the Consent Solicitation Statement and (ii) the Issuer and the Guarantors have executed any necessary agreement or instrument in connection with the granting of the Collateral (the “Operative Conditions”). If the Operative Conditions fail to occur, the Indenture will revert to the form in effect immediately prior to the Effective Date, the Issuer shall provide the Trustee with written notice of such failure and such reversion.

(ii)            From and after the Amendment Operative Time, the Indenture shall be amended and supplemented in accordance herewith. Each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as amended and supplemented by this Second Supplemental Indenture unless the context otherwise requires. The Indenture as amended and supplemented by this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument, and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Indenture as supplemented by this Second Supplemental Indenture shall be bound thereby.

(iii)          Upon the Effective Date of this Second Supplemental Indenture, each holder of the Notes (or any beneficial ownership interest therein) will be deemed to have authorized the Trustee and Regions Bank or any other institution selected to serve in such role, to act as the collateral agent (the “Collateral Agent”), to enter into the Collateral Supplemental Indentures, the Collateral Documents, the First Lien Intercreditor Agreement, any other agreement or instrument in connection with the granting of the Collateral (each as defined in the Consent Solicitation Statement) and any amendment or modification thereto in the reasonable judgment of the Issuer that is necessary to provide a security interest in the Collateral or to cure any ambiguity, omission, defect or inconsistency


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(including, without limitation, any inconsistency between the text of such documents with the description of the Collateral Supplemental Indenture, the Collateral Documents and the First Lien Intercreditor Agreement contained in this Consent Solicitation Statement to the extent any such text was intended (as evidenced by an officer’s certificate) to be a verbatim recitation of a provision of the Collateral Supplemental Indenture, the Collateral Documents or First Lien Intercreditor Agreement), on behalf of such holder of the Notes and each holder of the Notes will be bound by the terms of the Collateral Supplemental Indentures, the Collateral Documents, the First Lien Intercreditor Agreement and any other agreement or instrument in connection with the granting of the Collateral.  Each holder of the Notes (or any beneficial ownership interest therein) will be deemed to have authorized the Trustee and the Collateral Agent to execute any and all documents, financing statements, agreements and instruments and take all such further actions (including the filing and recording of financing statements, fixture filings and other documents) that the Goldman Sachs Bank USA or another entity in such role, in its capacity as collateral agent under the Senior Secured Credit Facilities (as defined in the Consent Solicitation Statement) (in such capacity, the “Controlling Collateral Agent”) may reasonably request (including, without limitation, those required by applicable law), all at the expense of the Issuer and the Guarantors, to secure the Notes and the Note Guarantees on an equal and ratable basis with the Senior Secured Credit Facilities on the Collateral.

Section 3.2. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

Section 3.3. Severability. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 3.4. No Recourse Against Others. Pursuant to Section 12.06 of the Indenture, no director, officer, employee, incorporator, stockholder, member, manager or partner of the Issuer or each Guarantor shall have any liability for any obligations under the Notes, the Indenture, this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.

Section 3.5. Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE.

Section 3.6. Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture (including by electronic transmission). Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 3.7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.8. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and each Guarantor.



[Signatures on following pages]


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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written.
 

  CINCINNATI BELL INC.  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  CBTS LLC, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  CBTS TECHNOLOGY SOLUTIONS LLC (Successor to ONX HOLDINGS LLC, ONX USA LLC and ONX MANAGED SERVICES INC.), as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  CBTS VIRGINIA LLC, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  CINCINNATI BELL ENTERTAINMENT INC., as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 



  CINCINNATI BELL EXTENDED TERRITORIES LLC, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


 
CINCINNATI BELL SHARED SERVICES LLC, as Guarantor
 
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  CINCINNATI BELL TELEPHONE COMPANY LLC, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  CINCINNATI BELL WIRELESS, LLC, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  HAWAIIAN TELCOM COMMUNICATIONS, INC., as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  HAWAIIAN TELCOM HOLDCO, INC., as Guarantor  
       

 By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 



  HAWAIIAN TELCOM, INC., as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


 
HAWAIIAN TELCOM SERVICES COMPANY, INC., as Guarantor
 
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  SYSTEMMETRICS CORPORATION, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 


  WAVECOM SOLUTIONS CORPORATION, as Guarantor  
       

By:
/s/ Joshua T. Duckworth
 
    Name: Joshua T. Duckworth  
    Title:
Vice President of Treasury, Corporate Finance and
Investor Relations
 



  REGIONS BANK, as Trustee  
       

By:
/s/ Doug Milner
 
    Name: Doug Milner
 
    Title:
Senior Vice President
 



Schedule I

1.
CBTS LLC

2.
CBTS Technology Solutions LLC

3.
CBTS Virginia LLC

4.
Cincinnati Bell Entertainment Inc.

5.
Cincinnati Bell Extended Territories LLC

6.
Cincinnati Bell Shared Services LLC

7.
Cincinnati Bell Telephone Company LLC

8.
Cincinnati Bell Wireless, LLC

9.
Hawaiian Telcom Communications, Inc.

10.
Hawaiian Telcom Holdco, Inc.

11.
Hawaiian Telcom, Inc.

12.
Hawaiian Telcom Services Company, Inc.

13.
SystemMetrics Corporation

14.
Wavecom Solutions Corporation


Exhibit 99.1





CINCINNATI BELL INC. ANNOUNCES EXPIRATION AND RESULTS OF CONSENT SOLICITATIONS
FOR 7.000% SENIOR NOTES DUE 2024 AND 8.000% SENIOR NOTES DUE 2025

CINCINNATI, Ohio (July 6, 2020) – Cincinnati Bell Inc. (“Cincinnati Bell” or the “Company”) today announced the expiration and results of its previously announced consent solicitations (the “Consent Solicitations”) with respect to certain proposed amendments to (i) the indenture, dated as of September 22, 2016 (as supplemented or amended, the “2024 Notes Indenture”), governing its 7.000% Senior Notes due 2024 (the “2024 Notes”) and (ii) the indenture, dated as of October 6, 2017 (as supplemented or amended, the “2025 Notes Indenture,” and together with the 2024 Notes Indenture, the “Indentures”), governing its 8.000% Senior Notes due 2025 (the “2025 Notes,” and together with the 2024 Notes, the “Notes”).

The Consent Solicitations were made pursuant to the terms and subject to the conditions set forth in the consent solicitation statement, dated June 15, 2020 (as supplemented by the Company’s press release, dated June 22, 2020, the Company’s press release, dated June 25, 2020, the supplement to the consent solicitation statement, dated June 25, 2020 and the Company’s press release, dated June 30, 2020, the “Consent Solicitation Statement”). All capitalized terms used in this press release but not defined herein have the meaning given to them in the Consent Solicitation Statement.

The Consent Solicitations expired at 5:00 p.m., New York City time, on July 2, 2020 (the “Expiration Time”). As of the Expiration Time and according to information received by D.F. King & Co., Inc., approximately 90.00% of the outstanding 2024 Notes, and approximately 85.00% of the outstanding 2025 Notes, had been validly consented to and not revoked in the Consent Solicitations. The Company has obtained the Requisite Consents for the Proposed Amendments to each Indenture.

Subject to the terms and conditions in the Consent Solicitation Statement, all holders who validly delivered (and did not validly revoke) their consents on or prior to the Effective Date are eligible to receive (i) with respect to the 2024 Notes, an aggregate cash payment of $2,812,500, on a pro rata basis (based on aggregate principal amount of 2024 Notes for which consents have been validly delivered and not revoked), and (ii) with respect to the 2025 Notes, an aggregate cash payment of $1,050,000, on a pro rata basis (based on aggregate principal amount of 2025 Notes for which consents have been validly delivered and not revoked). The Company expects to make such payment substantially concurrently with the consummation of the Acquisition. The Company expects the Acquisition to be consummated in the first half of 2021, subject to the satisfaction of customary closing conditions; however, no assurance is made as to the timing and likelihood of completion of the Acquisition.

The Company, the Guarantors and the trustee have executed the Proposed Amendments Supplemental Indentures containing the Proposed Amendments and the Optional Redemption Provision.  The Proposed Amendments (i) amend the definition of “Change of Control” in the Indentures so that the Acquisition would not constitute a Change of Control and (ii) add a definition of, and designate certain persons, including MIRA and its affiliates and Ares and its affiliates, as “Permitted Holders.” In addition, the Proposed Amendments Supplemental Indentures contemplate that the Company, the Guarantors and the applicable trustee will enter into additional supplemental indentures and certain other agreements and instruments to secure the Notes and the related guarantees equally and ratably with the Senior Secured Credit Facilities (subject to certain limited exceptions), which facilities are expected to be entered into in connection with the Acquisition. The applicable Proposed Amendments Supplemental Indentures will not become operative until immediately prior to the consummation of the Acquisition and upon the occurrence of certain conditions described in the Proposed Amendments Supplemental Indentures, including payment of the Consent Fees.

This press release is for informational purposes only and the Consent Solicitations were made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. The Consent Solicitation Statement did not constitute a solicitation of Consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable federal securities or blue sky laws.




Goldman Sachs & Co. LLC acted as solicitation agent for the Consent Solicitations and can be contacted at its telephone numbers set forth on the back cover page of Consent Solicitation Statement with questions regarding the Consent Solicitations. D.F. King & Co., Inc. served as the Information and Tabulation Agent in the Consent Solicitations, and can be contacted at (212) 269-5550 (banks and brokers), (866) 388-7452 (all others, toll free), or email at cbb@dfking.com.

About Cincinnati Bell Inc.

With headquarters in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE: CBB) delivers integrated communications solutions to residential and business customers over its fiber-optic and copper networks including high-speed internet, video, voice and data. Cincinnati Bell provides service in areas of Ohio, Kentucky, Indiana and Hawaii. In addition, enterprise customers across the United States and Canada rely on CBTS and OnX for efficient, scalable office communications systems and end-to-end IT solutions. For more information, please visit www.cincinnatibell.com. The information on Cincinnati Bell’s website is not incorporated by reference in this press release.

Cautionary Statement Regarding Forward-Looking Statements

Certain of the statements in this communication contain forward-looking statements regarding future events and results that are subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “predicts,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “endeavors,” “strives,” “will,” “may,” “proposes,” “potential,” “could,” “should,” “outlook,” or variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of future financial performance, anticipated growth and trends in businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause actual results to differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: (i) the risk that the Acquisition may not be completed in a timely manner or at all; (ii) the possibility that any or all of the various conditions to the consummation of the Acquisition may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Acquisition, including in circumstances which would require Cincinnati Bell to pay a termination fee or other expenses; (iv) the effect of the announcement or pendency of the Acquisition on Cincinnati Bell’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (v) risks related to diverting management’s attention from Cincinnati Bell’s ongoing business operations; (vi) the risk that shareholder litigation in connection with the Acquisition may result in significant costs of defense, indemnification and liability; (vii) risks related to the recent outbreak of COVID-19 (more commonly known as the Coronavirus), including the risk that the receipt of certain approvals required to consummate the Acquisition may be delayed; and (viii) (A) those discussed in Cincinnati Bell’s Form 10-K report, Form 10-Q reports and Form 8-K reports, and (B) those discussed in other documents Cincinnati Bell filed with the SEC. Actual results may differ materially and adversely from those expressed in any forward-looking statements. Cincinnati Bell undertakes no, and expressly disclaims any, obligation to revise or update any forward-looking statements for any reason, except as required by applicable law.

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For further information please contact:

Media – Cincinnati Bell:
Josh Pichler
Senior Manager, Communications and Media
Tel: (513) 565-0310
Email: Josh.Pichler@cinbell.com
Investors – Cincinnati Bell:
Josh Duckworth
Vice President of Treasury, Corporate Finance and Investor Relations
Tel: (513) 397-2292
 Email: Joshua.Duckworth@cinbell.com