UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: May 7, 2020


CINCINNATI BELL INC.
(Exact Name of Registrant as Specified in its Charter)



Ohio
001-8519
31-1056105
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
221 East Fourth Street
Cincinnati, OH 45202
(Address of Principal Executive Office)

(513) 397-9900
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
   

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Shares ($0.01 par value)
  
CBB
  
New York Stock Exchange
Depositary Shares, each representing 1/20 interest in a Share of 6 3/4% Cumulative Convertible Preferred Stock, without par value
  
CBB.PB
  
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐



Item 5.07          Submission of Matters to a Vote of Security Holders.

On May 7, 2020, Cincinnati Bell Inc., an Ohio Corporation (the “Company”), held a virtual special meeting of its shareholders (the “Special Meeting”) to vote on the proposals identified in the Definitive Proxy Statement, dated March 24, 2020, which was first mailed to the Company’s shareholders on March 31, 2020.

As of the close of business on March 23, 2020, the record date for the Special Meeting, there were 50,564,267 shares of common stock, par value $0.01 per share, of the Company (“Company common shares”), and 155,250 shares of 6 3/4% cumulative convertible preferred shares, without par value, of the Company (“6 3/4% preferred shares”), outstanding and entitled to vote at the Special Meeting. 75.75% of all of the issued and outstanding Company common shares and 6 3/4% preferred shares entitled to vote were represented by proxy at the Special Meeting. Each of the three proposals was approved by the requisite vote of the Company’s shareholders.  The tables below detail the voting results for each proposal:


 1.
Proposal to adopt the Agreement and Plan of Merger, dated as of March 13, 2020 (the “merger agreement”), by and among the Company, Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and a wholly owned subsidiary of Parent. Set forth below are the voting results for this proposal.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
38,220,318
137,948
64,059
0

The proposal to adopt the merger agreement received the affirmative vote of approximately 75.35% of Company common shares and 6 3⁄4% preferred shares (voting as a single class) entitled to vote thereon.


 2.
Nonbinding, advisory proposal to approve the compensation that may be paid or become payable to the Company’s named executive officers in connection with, or following, the consummation of the merger (relating only to contractual obligations of the Company in existence prior to consummation of the merger that may result in a payment to the Company’s named executive officers in connection with, or following, the consummation of the merger and does not relate to any new compensation or other arrangements between the Company’s named executive officers and Parent or, following the merger, the surviving corporation and its subsidiaries).

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
37,579,673
716,132
126,520
0

The nonbinding, advisory proposal to approve the compensation that may be paid or become payable to the Company’s named executive officers in connection with, or following, the consummation of the merger received the affirmative vote of approximately 97.80% of Company common shares and 6 3⁄4% preferred shares (voting as a single class) present and entitled to vote thereon.


 3.
Proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to adopt the merger agreement.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
32,954,084
5,388,747
79,494
0

The proposal to adjourn the Special Meeting to a later date or time received the affirmative vote of approximately 85.94% of the votes cast by holders of Company common shares and 6 3⁄4% preferred shares (voting as a single class) at the Special Meeting.


Item 8.01          Other Events.

On May 7, 2020, the Company issued a press release announcing the results of the shareholder vote at the Special Meeting.  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
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  CINCINNATI BELL INC.
         
Date: May 7, 2020
By:
 /s/ Christopher J. Wilson  
    Name: Christopher J. Wilson  
    Title: Vice President, General Counsel  
         


EXHIBIT INDEX

Exhibit No.
Description
99.1
Press Release, dated May 7, 2020
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


Exhibit 99.1




CINCINNATI BELL SHAREHOLDERS OVERWHELMINGLY APPROVE ACQUISITION BY MACQUARIE INFRASTRUCTURE PARTNERS

Cincinnati, OH, May 7, 2020 – Cincinnati Bell Inc. (NYSE:CBB) (“Cincinnati Bell”), today announced its shareholders approved all proposals related to its agreement to be acquired by a controlled subsidiary of Macquarie Infrastructure Partners (“MIP”).

At a virtual special meeting held today, the proposal to adopt the merger agreement was approved by more than two-thirds (or 75.35%) of shares outstanding, and more than 99% of the votes cast. The nonbinding, advisory proposal to approve the compensation that may be paid or become payable to Cincinnati Bell’s named executive officers in connection with, or following, the consummation of the merger was approved by more than 97% of votes cast. The report of voting results will be made available under the Company’s profile on EDGAR at www.sec.gov.

Lynn A. Wentworth, Chairman of the Cincinnati Bell Board of Directors, said, “Today’s favorable vote supports our view that the acquisition by MIP is in the best interest of our shareholders and our company, and represents maximum value. We look forward to completing the remaining necessary conditions to finalize this transaction.”

Upon the closing of the transaction, each issued and outstanding share of Cincinnati Bell common stock will be converted into the right to receive $15.50 in cash in a transaction valued at approximately $2.9 billion, including debt. The transaction is subject to certain customary closing conditions and is expected to close in the first half of 2021. The terms and conditions of the transaction are further described in an 8-K Cincinnati Bell filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 13, 2020 and the Definitive Proxy Statement filed with the SEC on March 25, 2020 (the “Proxy Statement”).

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 Cincinnati Bell’s website is not incorporated by reference in this press release.

For more information, please contact:

Media – Cincinnati Bell:
Josh Pichler
Senior Manager, Communications and Media
Tel: (513) 565-0310
Email: Josh.Pichler@cinbell.com
Investors – Cincinnati Bell:
Josh Duckworth
Vice President of Treasury, Corporate Finance and Investor Relations
Tel: (513) 397-2292
Email:  Joshua.Duckworth@cinbell.com
   


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. Factors that could cause or contribute to such differences include, but are not limited to: (i) the risk that the proposed merger may not be completed in a timely manner or at all; (ii) the possibility that any or all of the various conditions to the consummation of the merger 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); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger, including in circumstances which would require Cincinnati Bell to pay a termination fee or other expenses; (iv) the effect of the announcement or pendency of the merger 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; (v) risks related to diverting management’s attention from Cincinnati Bell’s ongoing business operations; (vi) the risk that shareholder litigation in connection with the merger may result in significant costs of defense, indemnification and liability; (vii) risks related to the recent outbreak of COVID-19 (more commonly known as the Coronavirus), including the risk that the receipt of certain approvals required to consummate the proposed merger may be delayed; and (viii) (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 (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. Cincinnati Bell undertakes no, and expressly disclaims any, obligation to revise or update any forward-looking statements for any reason, except as required by applicable law.


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