0001104659-18-069475.txt : 20181121 0001104659-18-069475.hdr.sgml : 20181121 20181121060126 ACCESSION NUMBER: 0001104659-18-069475 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20181121 DATE AS OF CHANGE: 20181121 GROUP MEMBERS: AF V BD AIV, L.P. GROUP MEMBERS: AF V US BD HOLDINGS, L.P. GROUP MEMBERS: ARES CAPITAL MANAGEMENT III LLC GROUP MEMBERS: ARES CREDIT HEDGE FUND LP GROUP MEMBERS: ARES HOLDCO LLC GROUP MEMBERS: ARES HOLDINGS INC. GROUP MEMBERS: ARES MANAGEMENT GP LLC GROUP MEMBERS: ARES MANAGEMENT HOLDINGS L.P. GROUP MEMBERS: ARES MANAGEMENT, L.P. GROUP MEMBERS: ARES PARTNERS HOLDCO LLC GROUP MEMBERS: ASSF IV AIV B HOLDINGS III, L.P. GROUP MEMBERS: ASSF OPERATING MANAGER IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CINCINNATI BELL INC CENTRAL INDEX KEY: 0000716133 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 311056105 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36895 FILM NUMBER: 181196939 BUSINESS ADDRESS: STREET 1: 221 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-397-9900 MAIL ADDRESS: STREET 1: P O BOX 2301 CITY: CINCINNATI STATE: OH ZIP: 45201 FORMER COMPANY: FORMER CONFORMED NAME: BROADWING INC DATE OF NAME CHANGE: 20000512 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI BELL INC /OH/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CBI INC DATE OF NAME CHANGE: 19830814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARES MANAGEMENT LLC CENTRAL INDEX KEY: 0001259313 IRS NUMBER: 010605583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-201-4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 a18-40543_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

CINCINNATI BELL INC.

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

171871502

(CUSIP Number)

 

Alison S. Ressler, Esq.

Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, California 90067

(310) 712-6600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 21, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
ASSF IV AIV B Holdings III, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,542,964 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,542,964 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,542,964 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.1%* (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

*              The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in its quarterly report on Form 10-Q for the quarterly period ending September 30, 2018 (the “10-Q”).

 

2

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
ASSF Operating Manager IV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,542,964 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,542,964 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,542,964 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.1%* (See Item 3, 4, 5 and 6) 

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

*      The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in the 10-Q.

 

3

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
AF V US BD Holdings, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,434,871 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,434,871 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,434,871 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.9%* (See Item 3, 4, 5 and 6) 

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

*    The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in the 10-Q.

 

4

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
AF V BD AIV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
2,434,871 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
2,434,871 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,434,871 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.9%* (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

*           The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in the 10-Q.

 

5

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Credit Hedge Fund LP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
4,500 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
4,500 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,500 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
**0.1%* (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

**                                  Denotes less than.

 

*                                         The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in the 10-Q.

 

6

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Capital Management III LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
4,500 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
4,500 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,500 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
**0.1%* (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

**                                  Denotes less than.

 

*                                         The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in the 10-Q.

 

7

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Management LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,982,335 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,982,335 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,982,335 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.9%* (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

*           The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in the 10-Q.

 

8

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Management Holdings L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,982,335 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,982,335 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,982,335 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.9%* (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

*           The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in the 10-Q.

 

9

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Holdco LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,982,335 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,982,335 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,982,335 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.9%* (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

*           The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in the 10-Q.

 

10

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Holdings Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,982,335 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,982,335 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,982,335 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.9%* (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

*      The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in the 10-Q.

 

11

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Management, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,982,335 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,982,335 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,982,335 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.9%* (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

*      The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in the 10-Q.

 

12

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Management GP LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,982,335 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,982,335 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,982,335 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.9%* (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

*      The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in the 10-Q.

 

13

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Partners Holdco LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
3,982,335 (See Item 3, 4, 5 and 6)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
3,982,335 (See Item 3, 4, 5 and 6)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,982,335 (See Item 3, 4, 5 and 6)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.9%* (See Item 3, 4, 5 and 6)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

*      The calculation of the percentage of outstanding shares is based on 50,166,178 shares of Common Stock (as defined herein) outstanding as of October 31, 2018 as disclosed by the Issuer (as defined herein) in the 10-Q.

 

14

 

Explanatory Note

 

This Amendment No. 2 to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by the Reporting Persons on August 29, 2018 (as amended by Amendment No. 1 filed by the Reporting Persons on November 9, 2018, the “Schedule 13D Filing”). Unless otherwise stated herein, the Schedule 13D Filing remains in full force and effect. Terms defined in the Schedule 13D Filing are used herein as so defined.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D Filing is hereby amended to replace the first paragraph thereof with the following:

 

Ares Management advises ASSF IV AIV Holdings III, AF V US BD Holdings, and Ares Credit Hedge Fund, which are the entities that have acquired securities of the Issuer. As of November 21, 2018, Ares Management beneficially acquired for the accounts of ASSF IV AIV Holdings III, AF V US BD Holdings, and Ares Credit Hedge Fund an aggregate of 3,982,335 shares of Common Stock, for total consideration of $55,492,415. The source of funding for such transactions was derived from capital contributed by funds advised by Ares Management.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a) and 5(b) of the Schedule 13D Filing are hereby amended and restated in their entirety as follows:

 

(a) Aggregate Number and Percentage of Securities. See Items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D/A for the aggregate number of shares of Common Stock and the percentage of the Common Stock beneficially owned by each of the Reporting Persons.

 

(b) Power to Vote and Dispose. See Items 7 through 10 of the cover pages to, and Item 2 of, this Schedule 13D/A for the aggregate number of shares of Common Stock deemed to be beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition, or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.

 

Item 5(c) of the Schedule 13D Filing is hereby amended to add the following:

 

(c) Transactions Since Most Recent Filing on Schedule 13D. Since the most recent filing on Schedule 13D, the Reporting Persons acquired shares through open market purchases as set forth on Exhibit 2 attached hereto, which is incorporated by reference into this Item 5(c) as if restated in full, and describes all of the transactions in shares of Common Stock. Except as set forth in Exhibit 2 attached hereto, none of the persons named in response to paragraph (a) has effected any transaction in shares since the most recent filing on Schedule 13D.

 

Item 7. Material to be Filed as Exhibits

 

Item 7 of the Schedule 13D Filing is hereby amended to add the following:

 

Exhibit 1

 

Joint Filing Agreement, dated as of November 21, 2018, by and among the Reporting Persons.

 

 

 

Exhibit 2

 

Trading Data

 

15

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: November 21, 2018

 

 

ASSF IV AIV B HOLDINGS III, L.P.

 

 

 

 

 

By:

ASSF OPERATING MANAGER IV, L.P.

 

 

Its Manager

 

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

 

ASSF OPERATING MANAGER IV, L.P.

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

 

AF V US BD HOLDINGS, L.P.

 

 

 

By:

AF V BD AIV, L.P.

 

 

Its General Partner

 

 

 

 

By:

ARES MANAGEMENT LLC

 

 

Its Manager

 

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

AF V BD AIV, L.P.

 

 

 

By:

ARES MANAGEMENT LLC

 

 

Its Manager

 

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

[Signature Page to CBB Second Schedule 13D/A]

 

16

 

 

ARES CREDIT HEDGE FUND LP

 

 

 

 

 

By:

ARES CAPITAL MANAGEMENT III LLC

 

 

Its Manager

 

 

 

 

 

 

 

 

/s/ Michael Weiner

 

 

By:

Michael Weiner

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

 

ARES CAPITAL MANAGEMENT III LLC

 

 

 

 

 

 

/s/ Michael Weiner

 

 

By:

Michael Weiner

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

 

ARES MANAGEMENT LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

 

ARES MANAGEMENT HOLDINGS L.P.

 

 

 

By:

ARES HOLDCO LLC

 

 

Its General Partner

 

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

 

ARES HOLDCO LLC

 

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES HOLDINGS INC.

 

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

[Signature Page to CBB Second Schedule 13D/A]

 

17

 

 

ARES MANAGEMENT, L.P.

 

 

 

 

 

By:

ARES MANAGEMENT GP LLC

 

 

Its General Partner

 

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

 

ARES MANAGEMENT GP LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

 

 

 

 

ARES PARTNERS HOLDCO LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

[Signature Page to CBB Second Schedule 13D/A]

 

18

 

EXHIBIT INDEX

 

Exhibit 1

 

Joint Filing Agreement, dated as of November 21, 2018 by and among the Reporting Persons.

 

 

 

Exhibit 2

 

Trading Data

 

19

 EX-99.1 2 a18-40543_1ex99d1.htm EXHIBIT 1

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Cincinnati Bell, Inc., an Ohio corporation, and that this agreement may be included as an exhibit to such joint filing.

 

IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of November 21, 2018.

 

 

 

ASSF IV AIV B HOLDINGS III, L.P.

 

 

 

 

By:

ASSF OPERATING MANAGER IV, L.P.

 

 

Its Manager

 

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:  Naseem Sagati Aghili

 

 

Its:  Authorized Signatory

 

 

 

 

 

ASSF OPERATING MANAGER IV, L.P.

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:  Naseem Sagati Aghili

 

 

Its:  Authorized Signatory

 

 

 

 

 

AF V US BD HOLDINGS, L.P.

 

 

 

 

By:

AF V BD AIV, L.P.

 

 

Its General Partner

 

 

 

 

By:

ARES MANAGEMENT LLC

 

 

Its Manager

 

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:  Naseem Sagati Aghili

 

 

Its:  Authorized Signatory

 

 

 

AF V BD AIV, L.P.

 

 

 

 

By:

ARES MANAGEMENT LLC

 

 

Its Manager

 

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:  Naseem Sagati Aghili

 

 

Its:  Authorized Signatory

 

-1-1-

 

 

ARES CREDIT HEDGE FUND LP

 

 

 

 

By:

ARES CAPITAL MANAGEMENT III LLC

 

 

Its Manager

 

 

 

 

 

 

 

 

/s/ Michael Weiner

 

 

By:  Michael Weiner

 

 

Its:  Authorized Signatory

 

 

 

 

 

ARES CAPITAL MANAGEMENT III LLC

 

 

 

 

 

 

 

/s/ Michael Weiner

 

 

By:  Michael Weiner

 

 

Its:  Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:  Naseem Sagati Aghili

 

 

Its:  Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT HOLDINGS L.P.

 

 

 

 

 

 

By:

ARES HOLDCO LLC

 

 

Its General Partner

 

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:  Naseem Sagati Aghili

 

 

Its:  Authorized Signatory

 

 

 

 

 

ARES HOLDCO LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:  Naseem Sagati Aghili

 

 

Its:  Authorized Signatory

 

 

 

 

 

ARES HOLDINGS INC.

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:  Naseem Sagati Aghili

 

 

Its:  Authorized Signatory

 

-1-2-

 

 

ARES MANAGEMENT, L.P.

 

 

 

 

By:

ARES MANAGEMENT GP LLC

 

 

Its General Partner

 

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:  Naseem Sagati Aghili

 

 

Its:  Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT GP LLC

 

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:  Naseem Sagati Aghili

 

 

Its:  Authorized Signatory

 

 

 

 

 

ARES PARTNERS HOLDCO LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:  Naseem Sagati Aghili

 

 

Its:  Authorized Signatory

 

-1-3-

 EX-99.2 3 a18-40543_1ex99d2.htm EXHIBIT 2

EXHIBIT 2

 

TRADING DATA

 

Reporting Person

 

Date of
Transaction

 

No. of Shares
(Common Stock)

 

Price Per Share $

 

Where/How Effected

 

AF V US BD HOLDINGS, L.P.

 

11/12/2018

 

34,320.00

 

12.23

 

Open Market/Broker

 

ASSF IV AIV B HOLDINGS III, L.P.

 

11/12/2018

 

8,580.00

 

12.23

 

Open Market/Broker

 

AF V US BD HOLDINGS, L.P.

 

11/12/2018

 

160,000.00

 

12.54

 

Open Market/Broker

 

ASSF IV AIV B HOLDINGS III, L.P.

 

11/12/2018

 

40,000.00

 

12.54

 

Open Market/Broker

 

AF V US BD HOLDINGS, L.P.

 

11/15/2018

 

80,000.00

 

11.86

 

Open Market/Broker

 

ASSF IV AIV B HOLDINGS III, L.P.

 

11/15/2018

 

20,000.00

 

11.86

 

Open Market/Broker

 

AF V US BD HOLDINGS, L.P.

 

11/20/2018

 

55,942.00

 

11.92

 

Open Market/Broker

 

ASSF IV AIV B HOLDINGS III, L.P

 

11/20/2018

 

13,985.00

 

11.92

 

Open Market/Broker

 

AF V US BD HOLDINGS, L.P.

 

11/20/2018

 

80,000.00

 

11.99

 

Open Market/Broker

 

ASSF IV AIV B HOLDINGS III, L.P

 

11/20/2018

 

20,000.00

 

11.99

 

Open Market/Broker

 

 

-2-1-