Hawaiian Telcom Holdco,Inc. (NASDAQ:HCOM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
Agreement and Plan of Merger
On July9, 2017, Hawaiian Telcom Holdco,Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cincinnati Bell Inc., an Ohio corporation (“Parent”), and Twin Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”).
The Merger Agreement provides that, subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the “Merger”) with the Company continuing as the surviving corporation in the Merger (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”) each outstanding share of common stock of the Company (other than shares owned by the Company, Parent, Merger Sub or any direct or indirect wholly owned subsidiary of the Company or Parent, and shares whose holders seek appraisal and comply with all related statutory requirements of the General Corporation Law of the State of Delaware) will cease to be outstanding and will be converted into the right to receive any one of the following forms of consideration (in each case without interest and subject to any applicable tax withholding) (the “Merger Consideration”), the type of such Merger Consideration being at the election of the holder thereof: (a)1.6305 fully paid and nonassessable common shares, par value $0.01 per share, of Parent (the “Parent Common Shares”) (the “Share Consideration”), (b)$0.6522 fully paid and nonassessable Parent Common Shares plus $18.45 in cash (the “Mixed Consideration”), or (c)$30.75 in cash (the “Cash Consideration”). Each holder of such common stock of the Company shall have the right, subject to the terms and conditions of the Merger Agreement, to specify the number of shares of stock with respect to which such holder will receive the Share Consideration, Mixed Consideration or Cash Consideration. Under the terms and conditions of the Merger Agreement, both the election to receive the Cash Consideration and the election to receive the Share Consideration will be subject to proration and adjustment procedures intended to ensure that the total amount of cash paid, and the total number of Parent Common Shares issued, in the Merger, as a whole, will equal as nearly as practicable the total amount of cash and number of Parent Common Shares that would have been paid and issued if all Company stockholders received the Mixed Consideration. Each share as to which the holder fails to make an election will be converted into the right to receive the Mixed Consideration.
Upon the consummation of the Merger, (a)restricted stock units granted on or after January1, 2017 that do not provide for automatic vesting upon the consummation of the Merger (i.e., “double trigger” awards) will each be converted into a time-based restricted stock unit of Parent based on an exchange ratio derived from the Mixed Consideration in accordance with the terms of the Merger Agreement, and (b)all other restricted stock units (which shall all accelerate as a result of the Merger in accordance with their terms) (“Cash-Out RSUs”) will each be converted into the right to receive in respect of each share of common stock of the Company subject to such Cash-Out RSU (i)the Merger Consideration and (ii)a cash payment equal to any accrued dividend equivalents in respect of each such restricted stock unit, each in accordance with the terms of the Merger Agreement. Holders of Cash-Out RSUs will be entitled to elect the Share Consideration, Mixed Consideration or Cash Consideration with respect to each share of common stock of the Company subject to their Cash-Out RSUs. Each share of Company common stock subject to a Cash-Out RSU with respect to which no election is made will receive the Mixed Consideration.
The board of directors of the Company (the “Board”) approved, and declared to be advisable, fair to and in the best interests of the Company’s stockholders, the Merger Agreement and the transactions contemplated thereby, including the Merger. Stockholders of the Company will be asked to vote on the adoption of the Merger Agreement at a special