Cincinnati Bell’s Combination with Hawaiian Telcom and OnX Enterprise Solutions

On July 10, 2017, Cincinnati Bell Inc. announced it has signed a definitive agreement to combine with Hawaiian Telcom, a leading integrated communications provider serving the state of Hawaii, for a total consideration of approximately $650 million. 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. Cravath is representing Cincinnati Bell in connection with both transactions.

In connection with entering into the agreements, Cincinnati Bell obtained $1.1 billion of financing commitments, the proceeds of which will be used to finance a portion of the acquisitions and refinance existing indebtedness of Cincinnati Bell and Hawaiian Telcom.

The Cravath team is led by partner Robert I. Townsend III and includes associates Douglas C. Dolan, C. Daniel Haaren, Spencer C. Joffrion and Caleb B. Rosser and foreign associate attorney Conor R. O’Keeffe on M&A matters; partners William V. Fogg and Stephen M. Kessing and associates Andrew M. Wark and Stephanie L. Rowan on financing matters; partners Andrew W. Needham and Christopher K. Fargo and associates Kiran Sheffrin, Andrew T. Davis, Ashley May and Damien J. Rose on tax matters; partner Eric W. Hilfers and associates Aaron J. Feuer and Jana I. Hymowitz on executive compensation and benefits matters; partner Matthew Morreale on environmental matters; partner David J. Kappos, practice area attorney Anthony N. Magistrale and associate Patrick E. Bassey on intellectual property matters; senior attorney Joyce Law and practice area attorney Brian M. Budnick on real estate matters; and senior attorney Jesse M. Weiss on antitrust matters. Evan E. H. Schladow also worked on real estate matters.