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: August 20, 2021
CINCINNATI BELL INC.
(Exact Name of Registrant as Specified in its Charter)
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):
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).
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 8.01 Other Events.
As of August 20, 2021, Cincinnati Bell Inc. (the “Company”) has received all regulatory approvals required to complete the acquisition of the Company by an affiliate of Macquarie Infrastructure Partners previously announced on March 13, 2020 (the “proposed merger”). The merger agreement relating to the proposed merger was previously adopted at a virtual special meeting of the Company’s shareholders on May 7, 2020.
The completion of the proposed merger is currently expected to occur on September 7, 2021, subject to the provisions of the merger agreement, including satisfaction or waiver of customary closing conditions.
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 the various conditions to the consummation of the proposed merger may not be satisfied or waived; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed merger, including in circumstances which would require the Company to pay a termination fee or other expenses; (iv) the effect of the announcement or pendency of the proposed merger on the Company’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 the Company’s ongoing business operations; (vi) the risk that shareholder litigation in connection with the proposed merger may result in significant costs of defense, indemnification and liability; (vii) risks related to the outbreak of COVID-19 (more commonly known as the Coronavirus); and (viii) (A) those discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and, in particular, the risks discussed under the caption “Risk Factors” in Item 1A and (B) those discussed in other documents the Company filed with the U.S. Securities and Exchange Commission. Actual results may differ materially and adversely from those expressed in any forward-looking statements. The Company undertakes no, and expressly disclaims any, obligation to revise or update any forward-looking statements for any reason, except as required by applicable law.
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: August 20, 2021 | By: | /s/ Christopher J. Wilson |
| | | Name: | Christopher J. Wilson |
| | | Title: | Vice President, General Counsel |
