ITEM 8.01- Other Events
On March 6, 2020, Cincinnati Bell issued a press release. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated March 6, 2020.
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Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of Cincinnati Bell by Brookfield Infrastructure Partners
L.P. ("Brookfield"). In connection with the proposed acquisition, Cincinnati
Bell filed a preliminary proxy statement and intends to furnish or file other
relevant materials with the United States Securities and Exchange Commission
(the "SEC") in connection with the proposed transaction. The definitive proxy
statement will be sent or given to the shareholders of Cincinnati Bell and will
contain important information about the proposed acquisition and related
matters. Shareholders of Cincinnati Bell are urged to read all relevant
documents filed with the SEC, including Cincinnati Bell's proxy statement,
because they will contain important information about the proposed transaction
and the parties to the proposed transaction. Investors and shareholders are able
to obtain the documents (once available) free of charge at the SEC's website
at www.sec.gov, or free of charge from Cincinnati Bell at
investor.cincinnatibell.com or by directing a request to Cincinnati Bell's
Investor Relations Department at 1-800-345-6301 or
investorrelations@cinbell.com, and Brookfield's annual reports on Form 20-F,
reports on Form 6-K and amendments to those reports filed or furnished pursuant
to section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available
free of charge through Brookfield's website at https://bip.brookfield.com/, in
each case, as soon as reasonably practicable after they are electronically filed
with, or furnished to, the SEC.
Participants in the Solicitation
Cincinnati Bell and its directors, executive officers and other members of
management and employees, under SEC rules, may be deemed to be "participants" in
the solicitation of proxies from shareholders of Cincinnati Bell in favor of the
proposed transaction with Brookfield. Information regarding the interests of
these participants which may, in some cases, be different than those of
Cincinnati Bell's shareholders generally, is included in the preliminary proxy
statement that has been filed with the SEC and will be included in the
definitive proxy statement to be filed with the SEC. Additional information
about Cincinnati Bell's directors and executive officers is set forth in
Cincinnati Bell's Proxy Statement on Schedule 14A for its 2019 Annual Meeting of
Shareholders, which was filed with the SEC on March 19, 2019, and its Annual
Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed
with the SEC on February 24, 2020. These documents may be obtained free of
charge from the sources indicated above.
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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. For example,
the binding proposal from Macquarie Infrastructure and Real Assets Inc.,
received by Cincinnati Bell on March 5, 2020, to acquire all of the outstanding
shares of common stock of Cincinnati Bell for $15.50 per share in cash may not
result in a definitive agreement for an alternative transaction or an amended
transaction with Brookfield (together, the "proposed transactions"). Factors
that could cause or contribute to such differences include, but are not limited
to: (i) the risk that the proposed transactions may not be completed in a timely
manner or at all; (ii) the failure to receive, on a timely basis or otherwise,
the required approval of the proposed transactions by Cincinnati Bell's
shareholders; (iii) the possibility that competing offers or acquisition
proposals for Cincinnati Bell will be made; (iv) the possibility that any or all
of the various conditions to the consummation of the proposed transactions 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); (v) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the proposed transactions, including in circumstances which
would require Cincinnati Bell to pay a termination fee or other expenses; (vi)
the effect of the announcement or pendency of the proposed transactions 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; (vii) risks
related to diverting management's attention from Cincinnati Bell's ongoing
business operations; (viii) the risk that shareholder litigation in connection
with the proposed transactions may result in significant costs of defense,
indemnification and liability and (ix) for Cincinnati Bell, (A) those discussed
in Cincinnati Bell's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 and, in particular, the risks discussed under the caption
"Risk Factors" in Item 1A, and those discussed in Brookfield's most recent
Annual Report on Form 20-F filed with the SEC on February 28, 2020 and, in
particular, the risks discussed under the caption "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations, 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. Neither Cincinnati Bell nor
Brookfield undertake any, and expressly disclaim any, obligation to revise or
update any forward-looking statements for any reason, except as required by
applicable law.
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