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Cincinnati Bell Inc. to Combine with Hawaiian Telcom and OnX Enterprise Solutions

Cincinnati Bell has signed a definitive agreement to combine with Hawaiian Telcom, the leading integrated communications provider serving the state of Hawai'i, for a total consideration of approximately $650 million, representing a 23.7% premium to HCOM's trailing 20-day calendar VWAP. Under the agreement, Hawaiian Telcom shareholders will have the option to elect either $30.75 in cash, 1.6305 shares of Cincinnati Bell common stock, or a mix of $18.45 in cash and 0.6522 shares of Cincinnati Bell common stock for each share of Hawaiian Telcom, subject to proration such that the aggregate consideration to be paid to Hawaiian Telcom shareholders will be 60 percent cash and 40 percent Cincinnati Bell common stock.

Cincinnati Bell has also signed a definitive agreement to acquire OnX Enterprise Solutions, a technology services and solutions provider in North America and the United Kingdom, for a total consideration of approximately $201 million in cash on a cash-free, debt-free basis.

The transactions advance Cincinnati Bell's refined strategy to focus on growing its business in two distinct areas: network communications and enterprise IT services. With Cincinnati Bell's network business, the Company is investing in the future through its accelerated fiber build, and continuing to successfully migrate customers in both urban and non-urban areas from legacy services to more advanced fiber offerings. In the Company's IT services business, Cincinnati Bell is expanding its portfolio of enterprise networking, unified communications and data center solutions, and becoming a leading cloud integrator for both voice and data. In parallel, the Company is extending its geographic footprint and diversifying its customer base, adding incremental value for existing customers.

Leigh Fox, President and Chief Executive Officer of Cincinnati Bell, stated, "Cloud migration, the need for fiber infrastructure that supports 5G-ready, high-density data transmission and IoT are the key trends that will define telecommunications in the future. The implementation of our refined strategy, coupled with today's combinations, will help build two distinct businesses with the appropriate scale, structure and leadership to deliver superior operating results, while providing strategic optionality from a diversified but complementary portfolio of assets. Today's announcement positions us to capitalize on these favorable market dynamics while enhancing our leadership at the forefront of the telecommunications landscape. Together, Hawaiian Telcom and OnX bring Cincinnati Bell greater financial and operational scale and established market positions in new geographies."

Hawaiian Telcom Combination

The merger with Hawaiian Telcom will combine two companies with complementary values, goals and business strategies, including a shared focus on investment in fiber. The companies also share a commitment to their local communities that stretches back generations, and a mutual desire to provide access to innovative technologies that fuel social and economic development.

This merger will combine Hawaiian Telcom's 1,300 employees with Cincinnati Bell's 3,000 to create a bigger and stronger enterprise that will foster greater innovation and deliver more competitive products and services to customers. Cincinnati Bell is committed to Hawaiian Telcom's workforce and ensuring that it can meet the needs of its customers today and into the future. Also, due to distance and separate operations, this merger is not expected to materially impact jobs in Hawai'i. In fact, Cincinnati Bell has committed to investing in Hawaiian Telcom's next-generation fiber network statewide, which will create additional opportunities for growth.

Cincinnati Bell and Hawaiian Telcom will retain their names and separate brand identities while sharing best practices and resources to the benefit of both companies. Hawaiian Telcom will continue to be locally managed from Hawai'i and its union labor agreements will be honored.

Hawaiian Telcom will have two seats on the combined company Board and these seats will be held by Hawai'i residents, ensuring that Hawai'i is well represented when broader strategic decisions are made.

The combination with Hawaiian Telcom is an important step toward building scale and locking in fiber density value for shareholders and customers, as Cincinnati Bell continues to anticipate and capitalize on the growing demand for fiber capacity. With the merger, Cincinnati Bell gains access to both Honolulu, a well-developed, fiber-rich city and the growing neighbor islands. The combination will provide Hawaiian Telcom with expanded liquidity and capital flexibility to continue to expand its next-generation fiber network to enable growth and better serve its customer base statewide. The companies' combined fiber networks will exceed 14,000 fiber route miles. In addition, Hawaiian Telcom provides the Company with direct access to the 2.6TB of Trans-Pacific fiber cable capacity linking Asia and the U.S., which expands Cincinnati Bell's route diversity and gives the combined company exposure to large, data-hungry demographics on both sides of the Pacific.

Scott K. Barber, President and Chief Executive Officer of Hawaiian Telcom, commented, "Cincinnati Bell's track record of success and commitment to investing in the build-out of its regional fiber network in both urban and non-urban areas over the past decade makes it a great partner for Hawaiian Telcom. We look forward to sharing our companies' fiber expertise and enhanced service offerings as we continue to expand our next-generation fiber network throughout the Hawaiian Islands. With our highly complementary values, distinctive brands focused on fiber as the future, and our shared commitment to the communities in which we operate, I am confident that this partnership will provide great opportunities for growth and value creation to both Hawaiian Telcom and Cincinnati Bell, along with our customers and partners."

OnX Acquisition

The acquisition of OnX adds meaningful scale, service offerings, free cash flow generation, and customer diversification to Cincinnati Bell's IT services business and supports the Company's transformation to a Hybrid IT provider. Specifically, the transaction will expand the Company's footprint to 20+ IT sales offices and provide access to 50+ data centers through strategic partners, significantly increasing Cincinnati Bell's presence in the U.S. and Canada. OnX also brings efficiencies and customer diversification, including several Fortune 500 companies. The expansion of Cincinnati Bell's geographic footprint in IT services, and the Company's ability to seize upon the growing demand for its enterprise IT solutions and cloud services is a critical element of its refined strategy.

Tom Signorello, Chief Executive Officer of OnX, added, "OnX is excited to join the Cincinnati Bell family, particularly given its focus on becoming a cloud integrator capable of delivering innovative IT solutions and cloud services. Our services-focused IT solutions are highly complementary to Cincinnati Bell's existing offerings, and we are excited to share several new capabilities as well. Our clients continue to seek opportunities to better leverage the cloud, and combining our shared expertise and world-class employee bases will position us to better serve our customers' needs, cross-sell additional services and unlock further growth opportunities for the combined company."

Financial Details

Both transactions are subject to customary regulatory approvals and other customary closing conditions for each transaction. In particular, the Hawaiian Telcom combination is subject to certain federal, state, and local regulatory approvals and approval by Hawaiian Telcom's shareholders. The Company anticipates the OnX transaction will close in the beginning of the fourth quarter 2017, while the Hawaiian Telcom transaction is expected to close in the second half of 2018. The transactions are not conditioned on each other.

For the full year 2016, Hawaiian Telcom generated revenue of $393 million and adjusted EBITDA of $116 million.1 For the fiscal year ended 4/30/17, OnX's revenue was $614 million and adjusted EBITDA was $29 million.2 Cincinnati Bell expects the combinations to be accretive to free cash flow per share for CBB...