|Over a month ago|
Cincinnati Bell reports Q2 EPS (21c), consensus (24c) » 07:0308/0608/06/20
Reports Q2 revenue $380M,…
Reports Q2 revenue $380M, consensus $379.06M. CEO Leigh Fox commented, "Given the uncertainty and volatility surrounding COVID-19, our Q2 results were strong. For E&C, even when impacted by our involvement in the FCC's Keep Americans Connected Pledge and COVID business disruption, our performance demonstrates the importance of high-speed data connectivity provided by our robust fiber networks. Additionally, the growth in our recurring IT services more than offset volatility in hardware purchasing during this period, driving an impressive 24% increase in Adjusted EBITDA year-over-year. We appreciate our shareholders' continued support and adoption of the MIP merger agreement. Our team has been working closely with MIP, which has made significant progress on all major regulatory filings as we continue working to ensure a successful close in the first half of 2021."
|Over a quarter ago|
Cincinnati Bell resumed with an Equal Weight at Wells Fargo » 06:1206/1706/17/20
Wells Fargo analyst…
Wells Fargo analyst Jennifer Fritzsche resumed coverage of Cincinnati Bell with an Equal Weight rating and $15.50 price target. The analyst's price target is based on the agreement announced on March 13 for a subsidiary of Macquarie Infrastructure Partners to acquire Cincinnati Bell for $15.50 in cash. Fritzsche expects the deal to close as scheduled during the first half of 2021.
Cincinnati Bell holders approve acquisition by Macquarie Infrastructure Partners » 05:1405/0805/08/20
Cincinnati Bell announced…
Cincinnati Bell announced its shareholders approved all proposals related to its agreement to be acquired by a controlled subsidiary of Macquarie Infrastructure Partners. At a virtual special meeting, 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. 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 $2.9B, including debt. The transaction is subject to certain customary closing conditions and is expected to close in the first half of 2021.
Cincinnati Bell announces proxy firm recommendation for holders to vote for deal » 05:1904/2904/29/20
Cincinnati Bell announced…
Cincinnati Bell announced that proxy advisory firms Institutional Shareholder Services, or ISS, Glass Lewis, and Egan-Jones have all recommended that Cincinnati Bell shareholders vote FOR the proposed merger whereby a controlled subsidiary of Macquarie Infrastructure Partners has agreed to acquire all outstanding shares of Cincinnati Bell pursuant to a plan of merger. In making its recommendation FOR the Transaction, ISS concluded, among other things, that: "Shareholders are receiving a 100.8% premium to the unaffected price. The auction process was thorough and the resulting bidding war after the initial merger announcement between Brookfield and MIP resulted in a $5.00 per share or 47.6 percent increase over the initial merger agreement with Brookfield. Lastly, the cash consideration provides shareholders with liquidity and certainty of value and there is downside risk of non-approval due to the market downturn related to the COVID-19 pandemic." In making its recommendation FOR the Transaction, Glass Lewis noted, among other things, that: "...given the current industry and competitive environment in which Cincinnati Bell operates, taking into consideration the Company's recent and prospective financial performance, we see more than a sufficient basis to conclude that the proposed all-cash acquisition currently represents the best alternative for stockholders to realize the value of their Cincinnati Bell shares....the purchase price agreed to likely represents the highest price that any potential acquirer is currently willing to pay for the company." In making its recommendation FOR the Transaction, Egan-Jones noted, among other things, that: "Based on the review of publicly available information on strategic, corporate governance and financial aspects of the proposed transaction, Egan-Jones views the proposed transaction to be a desirable approach in maximizing shareholder value. After careful consideration, we believe that approval of the merger is in the best interests of the company and its shareholders and its advantages and opportunities outweigh the risks associated to the merger."
Macquarie Infrastructure Corp. says not involved in Cincinnati Bell transaction » 16:4103/1703/17/20
Macquarie Infrastructure Corporation (MIC) issued the following statement regarding reports that it was involved in a transaction for Cincinnati Bell (CBB). "Macquarie Infrastructure Corporation is not a participant in any aspect of the announced transaction involving Cincinnati Bell," said Christopher Frost, chief executive officer of MIC. "A merger agreement for the take-private of Cincinnati Bell has been entered into by Macquarie Infrastructure Partners V, a private infrastructure fund headquartered in New York that is managed by a U.S. subsidiary of Macquarie Group." Statements or articles on various web portals or in other media linking MIC to any transaction for Cincinnati Bell are wholly inaccurate, the company said.
Cincinnati Bell to be acquired by Macquarie Infrastructure in $2.9B transaction » 09:1503/1303/13/20
CBB, ARES, BIP
Cincinnati Bell (CBB),…
Cincinnati Bell (CBB), together with Macquarie Infrastructure Partners, announced an agreement through which a MIP-controlled subsidiary will acquire all outstanding shares of Cincinnati Bell for $15.50 per share in a cash transaction valued at approximately $2.9B, including debt. MIP is a fund managed by Macquarie Infrastructure and Real Assets. Certain Special Opportunities funds managed by the Private Equity Group of Ares Management (ARES) have agreed to provide equity financing for the Transaction. Pursuant to the agreement, each issued and outstanding share of Cincinnati Bell common stock will be converted into the right to receive $15.50 in cash at closing of the Transaction. The Transaction price of $15.50 per share of Cincinnati Bell common stock represents a 101% premium to the closing per share price of $7.72 on December 20, 2019, the last trading day prior to the date when Cincinnati Bell's original merger agreement with Brookfield Infrastructure (BIP) was executed, a 172% premium to the 60-day volume weighted average price up to and including December 20, 2019 and a 7% premium to Brookfield's prior binding agreement to acquire the company. The Transaction follows the determination by Cincinnati Bell's Board of Directors, after consultation with its legal and financial advisors, that the MIP proposal constituted a "Superior Proposal" as defined in Cincinnati Bell's previously announced merger agreement with Brookfield. Consistent with that determination and following the expiration of the negotiation period during which Brookfield declined to propose an amendment to the merger agreement, Cincinnati Bell terminated that agreement. In connection with the termination, Cincinnati Bell has paid Brookfield a $24.8M break-up fee. The transaction is expected to close in the first half of 2021.
Cincinnati Bell to be acquired by Macquarie Infrastructure in $2.9B transaction 09:1203/1303/13/20
Fly Intel: Pre-market Movers » 09:0203/0603/06/20
TGNA, CBB, DESP, AMD, MR, AOBC, HRB, ON, SBUX, AQUA
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Cincinnati Bell says MIRA proposal constitutes a 'Superior Company Proposal' » 06:5603/0603/06/20
Cincinnati Bell (CBB),…
Cincinnati Bell (CBB), announced it has received a binding proposal from Macquarie Infrastructure and Real Assets, or MIRA, that Cincinnati Bell's board, in consultation with its legal and financial advisors, has determined constitutes a "Superior Company Proposal" as defined in Cincinnati Bell's previously announced merger agreement with Brookfield Infrastructure (BIP). Under the terms of MIRA's proposal, which contains definitive documentation, MIRA would acquire all outstanding shares of common stock of Cincinnati Bell for $15.50 per share in cash. On March 5, Cincinnati Bell notified Brookfield that Cincinnati Bell's board has determined MIRA's proposal constitutes a "Superior Company Proposal" and that, after complying with its obligations under the Brookfield merger agreement, Cincinnati Bell intends to terminate the Brookfield merger agreement and enter into a definitive agreement with MIRA in connection with MIRA's proposal. Pursuant to the terms of the Brookfield merger agreement, Brookfield has the right until March 12, to negotiate revisions to the existing merger agreement between Cincinnati Bell and Brookfield so that the proposal from MIRA would no longer constitute a "Superior Company Proposal." Cincinnati Bell will negotiate in good faith with Brookfield during this period, and the Cincinnati Bell board will consider in good faith any changes to the Brookfield merger agreement that Brookfield may propose during this period. MIRA's proposal will remain outstanding until March 13. The Brookfield merger agreement remains in effect and Cincinnati Bell's board has not changed its recommendation with respect to the Brookfield transaction, nor has it made any recommendation with respect to MIRA's proposal.
Cincinnati Bell amends Brookfield Infrastructure definitive merger agreement » 06:5003/0503/05/20
Cincinnati Bell (CBB)…
Cincinnati Bell (CBB) announced that it has amended its definitive merger agreement with Brookfield Infrastructure (BIP) and its institutional partners to increase the consideration payable to holders of outstanding shares of Cincinnati Bell common stock to $14.50 per share in cash from $13.50 per share in cash, which values the transaction at approximately $2.849B, including debt. The revised transaction price represents an 88% premium to the closing per share price of $7.72 on December 20, 2019, the last trading day prior to the date when the merger agreement was entered into. This increased price, coupled with Brookfield's 100% equity-backed transaction, represents the best value currently available to Cincinnati Bell shareholders. Cincinnati Bell and Brookfield negotiated the amendment following the receipt by Cincinnati Bell on March 4 of a binding proposal from Macquarie Infrastructure and Real Assets to acquire all outstanding shares of Cincinnati Bell common stock for $14.50 per share. Cincinnati Bell's board, in consultation with its legal and financial advisors, carefully reviewed the terms of the proposal and the amended Brookfield transaction and determined that entering into the amendment to the Brookfield merger agreement was in the best interests of Cincinnati Bell and its shareholders. Cincinnati Bell's board approved the amended merger agreement and recommends that Cincinnati Bell's shareholders vote in favor of adopting the amended Brookfield merger agreement. In the amendment, in consideration for the increased purchase price, the break-up fee payable by Cincinnati Bell in certain circumstances has increased from $23.1M to $24.8M. All other terms of the Brookfield merger agreement remain the same, including Cincinnati Bell's right to specific performance to force Brookfield to close the transaction if all closing conditions are met irrespective of the availability of any debt financing. The transaction is subject to certain customary closing conditions, including the approval by Cincinnati Bell's shareholders, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and certain regulatory approvals, and is expected to close by the end of 2020.