Cincinnati Bell and Brookfield Infrastructure ink amended merger agreeement

Cincinnati Bell and Brookfield Infrastructure signed an amended merger agreement valued at US$2.8 billion, up from the US$2.6 billion when the deal was first announced.

Cincinnati Bell and Brookfield Infrastructure signed an amended merger agreement valued at US$2.8 billion, up from the US$2.6 billion when the deal was first announced. The new agreement follows receipt of a competing bid from Macquarie Infrastructure and Real Assets. Morgan Stanley & Co. LLC and Moelis & Company LLC are acting as financial advisors to Cincinnati Bell. Cincinnati Bell Inc provides integrated communications solutions to residential and business customers.

PRESS RELEASE

CINCINNATI, March 5, 2020 /PRNewswire/ — Cincinnati Bell Inc. (NYSE:CBB) (“Cincinnati Bell”) today announced that it has amended its definitive merger agreement with Brookfield Infrastructure and its institutional partners (collectively referred to as “Brookfield”) to increase the consideration payable to holders of outstanding shares of Cincinnati Bell common stock to $14.50 per share in cash from $13.50 per share in cash, which values the transaction at approximately $2.849 billion, including debt. The revised transaction price represents an 88% premium to the closing per share price of $7.72 on December 20, 2019, the last trading day prior to the date when the merger agreement was entered into. This increased price, coupled with Brookfield’s 100% equity-backed transaction, represents the best value currently available to Cincinnati Bell shareholders.

Cincinnati Bell and Brookfield negotiated the amendment following the receipt by Cincinnati Bell on March 4, 2020 of a binding proposal from Macquarie Infrastructure and Real Assets Inc. (the “Proposal”) to acquire all outstanding shares of Cincinnati Bell common stock for $14.50 per share. Cincinnati Bell’s Board, in consultation with its legal and financial advisors, carefully reviewed the terms of the Proposal and the amended Brookfield transaction and determined that entering into the amendment to the Brookfield merger agreement was in the best interests of Cincinnati Bell and its shareholders. Cincinnati Bell’s Board of Directors approved the amended merger agreement and recommends that Cincinnati Bell’s shareholders vote in favor of adopting the amended Brookfield merger agreement.

Cincinnati Bell will file a current report on Form 8-K with the U.S. Securities and Exchange Commission containing a summary of the terms and conditions of the amendment to the definitive merger agreement. In the amendment, in consideration for the increased purchase price, the break-up fee payable by Cincinnati Bell in certain circumstances has increased from $23.1 million to $24.8 million. All other terms of the Brookfield merger agreement remain the same, including Cincinnati Bell’s right to specific performance to force Brookfield to close the transaction if all closing conditions are met irrespective of the availability of any debt financing.

The Transaction is subject to certain customary closing conditions, including the approval by Cincinnati Bell’s shareholders, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and certain regulatory approvals, and is expected to close by the end of 2020.

Advisors
Morgan Stanley & Co. LLC and Moelis & Company LLC are acting as financial advisors to Cincinnati Bell and Cravath, Swaine & Moore LLP, Morgan, Lewis & Bockius LLP and BosseLaw PLLC are acting as legal advisors.

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, wholly owned subsidiaries, 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.