0001104659-20-029418.txt : 20200305 0001104659-20-029418.hdr.sgml : 20200305 20200305061318 ACCESSION NUMBER: 0001104659-20-029418 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20200305 DATE AS OF CHANGE: 20200305 GROUP MEMBERS: AF V BD AIV, L.P. GROUP MEMBERS: AF V US BD HOLDINGS GP LLC 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 CORP GROUP MEMBERS: ARES MANAGEMENT GP LLC GROUP MEMBERS: ARES MANAGEMENT HOLDINGS L.P. GROUP MEMBERS: ARES PARTNERS HOLDCO LLC GROUP MEMBERS: ARES VOTING 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: 20689587 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 a20-11672_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. 6)*

CINCINNATI BELL INC.

(Name of Issuer)

Common Shares, $0.01 par value

(Title of Class of Securities)

171871502

(CUSIP Number)

Alison S. Ressler, Esq.

Rita-Anne O’Neill, Esq.

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, California 90067

(310) 712-6600

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

March 4, 2020

(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)			x

	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 1,697,425 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,697,425 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,697,425 (See Items 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) 3.4%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) PN

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares (as defined herein) outstanding as of January 31, 2020 as disclosed by the Issuer (as defined herein) in its annual report on Form 10-K, filed with the Securities and Exchange Commission on February 24, 2020 (the “10-K”).

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)			x

	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 1,697,425 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,697,425 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,697,425 (See Items 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) 3.4%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) PN

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

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)			x

	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 3,052,716 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 3,052,716 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,052,716 (See Items 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) 6.0%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) PN

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

CUSIP No. 171871502

	1.	Names of Reporting Persons AF V US BD Holdings GP LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	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 3,052,716 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 3,052,716 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,052,716 (See Items 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) 6.0%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) OO

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

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)			x

	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 3,052,716 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 3,052,716 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,052,716 (See Items 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) 6.0%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) PN

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

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)			x

	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 Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 4,500 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,500 (See Items 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 Items 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 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

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)			x

	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 Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 4,500 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,500 (See Items 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 Items 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 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

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)			x

	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 4,754,641 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 4,754,641 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,754,641 (See Items 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) 9.4%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) OO

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

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)			x

	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 4,754,641 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 4,754,641 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,754,641 (See Items 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) 9.4%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) PN

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

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)			x

	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 4,754,641 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 4,754,641 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,754,641 (See Items 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) 9.4%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) OO

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

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)			x

	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 4,754,641 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 4,754,641 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,754,641 (See Items 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) 9.4%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) CO

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

CUSIP No. 171871502

	1.	Names of Reporting Persons Ares Management Corporation

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	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 4,754,641 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 4,754,641 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,754,641 (See Items 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) 9.4%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) CO

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

CUSIP No. 171871502

	1.	Names of Reporting Persons Ares Voting LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	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 4,754,641 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 4,754,641 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,754,641 (See Items 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) 9.4%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) OO

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

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)			x

	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 4,754,641 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 4,754,641 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,754,641 (See Items 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) 9.4%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) OO

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

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)			x

	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 4,754,641 (See Items 3, 4, 5 and 6)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 4,754,641 (See Items 3, 4, 5 and 6)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,754,641 (See Items 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) 9.4%* (See Items 3, 4, 5 and 6)

	14.	Type of Reporting Person (See Instructions) OO

* The calculation of the percentage of outstanding shares is based on 50,529,765 shares of Common Shares outstanding as of January 31, 2020 as disclosed by the Issuer in the 10-K.

Explanatory Note

This Amendment No. 6 (this “Amendment No. 6”) to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by certain of the Reporting Persons on September 7, 2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed by certain of the Reporting Persons on November 9, 2018, Amendment No. 2 to the Original Schedule 13D filed by certain of the Reporting Persons on November 21, 2018, Amendment No. 3 to the Original Schedule 13D filed by certain of the Reporting Persons on December 11, 2018, Amendment No. 4 to the Original Schedule 13D filed by certain of the Reporting Persons on April 10, 2019 and Amendment No. 5 to the Original Schedule 13D filed by the Reporting Persons on March 2, 2020 (as so amended, the “13D Filing”, and together with this Amendment No. 6, the “Schedule 13D”). Except as amended in this Amendment No. 6, the 13D Filing remains in full force and effect. Terms defined in the 13D Filing are used in this Amendment No. 6 as so defined in the 13D Filing, unless otherwise defined in this Amendment No. 6.

Item 2. Identity and Background

The last sentence of Item 2(a) is amended and restated as follows:

The Reporting Persons have entered into a joint filing agreement, dated as of March 5, 2020, a copy of which is attached to this Schedule 13D as Exhibit 99.18.

Item 4. Purpose of Transaction

Item 4 of the 13D Filing is hereby amended by adding the following disclosure after the fifth paragraph under the heading “Binding Offer Letter”:

On March 3, 2020, the MIP V Affiliates submitted a letter to the Board amending the Updated Offer (the “March 3rd Amended Proposal”) to address certain technical changes to the documents included with the Updated Proposal requested by counsel to the Issuer and to reduce the termination fee payable by the Issuer in certain circumstances from $17,970,000 to $7,500,000 (the “March 3rd Amended Offer”). The March 3rd Amended Proposal provided that the March 3rd Amended Offer would be automatically withdrawn and revoked with no further action required, and the executed March 3rd Merger Agreement (as defined below) would be deemed null and void on the earlier to occur of: (a) the time at which the Issuer notifies the MIP V Affiliates in writing that the Issuer is not accepting the March 3rd Amended Offer; and (b) 11:59 p.m. New York time on March 11, 2020, if the Issuer has not delivered an executed signature page to the March 3rd Merger Agreement submitted with the March 3rd Amended Offer by such time (a “Subsequent Offer Termination”). The foregoing description of the March 3rd Amended Proposal does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the March 3rd Amended Proposal, a copy of which is filed as Exhibit 99.19 to the Schedule 13D and is incorporated by reference in its entirety into this Item 4.

Subsequently on March 3, 2020, representatives of MIP V received notice that the Issuer had entered into a second amendment (the “Second Brookfield Amendment”) to the Brookfield Merger Agreement and that it was terminating discussions with MIP V. As a result, a Subsequent Offer Termination occurred, the March 3rd Amended Offer was automatically withdrawn and revoked, and the Transaction Documents (as defined in the March 3rd Amended Proposal) were deemed null and void.

On March 4, 2020, the Issuer issued a press release announcing that it had entered into the Brookfield Merger Agreement as amended by the Second Brookfield Amendment, which increased the merger consideration payable to each holder of Common Shares to $13.50 per Common Share in cash, from $12.50 in cash, and increased the termination fee payable by the Issuer in certain circumstances to $23.1 million from $21.39 million.

Subsequently on March 4, 2020, the MIP V Affiliates submitted a letter to the Board amending the March 3rd Amended Proposal (the “March 4th Amended Proposal”) to increase the merger consideration payable to each holder of Common Shares to $14.50 per Common Share in cash, from $13.50 in cash (the “March 4th Amended Offer”). The terms and conditions of the March 4th Amended Offer were set forth in the March 4th Amended Proposal and the documents attached to the March 4th Amended Proposal, including, among other documents (i) a further updated Merger Agreement (the “March 4th Merger Agreement”); (ii) further updated equity funding letters (the “March 4th Equity Funding Letters”); and (iii) further amended Limited Guarantees (the “March 4th Limited Guarantees” and together with the March 4th Merger Agreement and the March 4th Equity Funding Letters, the “March 4th Offer Transaction Documents”). The March 4th Amended Proposal provided that the March 4th Amended Offer would be automatically withdrawn and revoked with no further action required, and the March 4th Offer Transaction Documents would be deemed null and void on the earlier to occur of: (a) the time at which the Issuer notifies the MIP V Affiliates in writing that it is not accepting the March 4th Amended Offer; and (b) 11:59 p.m. New York time on March 12, 2020, if the Issuer has not delivered an executed signature page to the March 4th Merger Agreement by such time. The foregoing description of the March 4th Amended Proposal does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the March 4th Amended Proposal, a copy of which is filed as Exhibit 99.20 to the Schedule 13D and is incorporated by reference in its entirety into this Item 4.

Item 4 of the 13D Filing is hereby amended by adding the following disclosure after the second paragraph under the heading “The Merger Agreement and Updated Merger Agreement”:

The March 3rd Amended Proposal included a copy of a further updated Merger Agreement (the “March 3rd Merger Agreement”), executed by the MIP V Affiliates, pursuant to which the MIP V Affiliates would have acquired 100% of the outstanding Common Shares for cash consideration of $13.50 per Common Share, payable at the closing of the Merger. As a result of the Subsequent Offer Termination, the March 3rd Merger Agreement is deemed null and void. The foregoing description of the March 3rd Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the March 3rd Merger Agreement, which are evidenced by a changed pages blackline showing the differences between the March 3rd Merger Agreement and the Updated Merger Agreement, a copy of which is filed as Exhibit 99.21 to the Schedule 13D and is incorporated by reference in its entirety into this Item 4.

On March 4, 2020, and in connection with the March 4th Amended Proposal, the MIP V Affiliates submitted the March 4th Merger Agreement which sets forth the definitive terms pursuant to which, if executed by the Issuer prior to 11:59 p.m. New York time on March 12, 2020, the MIP V Affiliates will acquire 100% of the outstanding Common Shares for cash consideration of $14.50 per Common Share, payable at the closing of the Merger. The March 4th Merger Agreement contains substantially similar terms as the March 3rd Merger Agreement, but increases the merger consideration payable to each holder of Common Shares to $14.50 per Common Share in cash, from $13.50 in cash. The foregoing description of the March 4th Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the March 4th Merger Agreement, which are evidenced by a changed pages blackline showing the differences between the March 3rd Merger Agreement and the March 4th Merger Agreement, a copy of which is filed as Exhibit 99.22 to the Schedule 13D and is incorporated by reference in its entirety into this Item 4.

Item 4 of the 13D Filing is hereby amended by adding the following disclosure after the second paragraph under the heading “The Equity Funding Letters and Updated Equity Funding Letters”:

On March 3, 2020, and in connection with the March 3rd Amended Proposal, the Funds proposed to enter into further updated equity funding letters with substantially identical terms as the Updated Equity Funding Letters. As a result of the Subsequent Offer Termination, the equity funding letters submitted on March 3rd, 2020 are deemed null and void.

On March 4, 2020, and in connection with the March 4th Amended Proposal, the Funds agreed to enter into the March 4th Equity Funding Letters with substantially identical terms as the Updated Equity Funding Letters.

Item 4 of the 13D Filing is hereby amended by adding the following disclosure after the second paragraph under the heading “The Limited Guarantees and the Updated Limited Guarantees”:

On March 3, 2020, and in connection with the March 3rd Amended Proposal, the Funds proposed to enter into further updated Limited Guarantees with substantially identical terms as the Updated Limited Guarantees. As a result of the Subsequent Offer Termination, the Limited Guarantees submitted on March 3rd, 2020 are deemed null and void.

On March 4, 2020, and in connection with the March 4th Amended Proposal, the Funds proposed to enter into the March 4th Limited Guarantees guaranteeing certain obligations of the MIP V Affiliates under the March 4th Merger Agreement, with substantially similar terms as the Updated Limited Guarantees. The foregoing description of the March 4th Limited Guarantees does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the March 4th Limited Guarantees, copies of which are filed as Exhibit 99.23 and Exhibit 99.24 to the Schedule 13D and are incorporated by reference in their entirety into this Item 4.

Item 5. Interest in Securities of the Issuer

Item 5(c) of the 13D Filing is hereby amended and restated in its entirety as follows:

(c) Transactions within the past 60 days. Except for the information set forth in the Schedule 13D, including in Items 3, 4

and 6, which is incorporated herein by reference, none of the Reporting Persons has effected any transaction related to the Common Shares during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The last sentence of Item 6 of the 13D Filing is hereby amended and restated as follows:

The responses to Items 2 through 5 of this Schedule 13D, and all Exhibits attached to this Amendment No. 6, are incorporated by reference in their entirety into this Item 6.

Item 7. Material to be Filed as Exhibits

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

Exhibit 99.18		Joint Filing Agreement, dated as of March 5, 2020, by and among the Reporting Persons.
Exhibit 99.19		Letter to the members of the Board of Directors of the Issuer, dated as of March 3, 2020.
Exhibit 99.20		Letter to the members of the Board of Directors of the Issuer, dated as of March 4, 2020.
Exhibit 99.21		Changed Pages Blackline showing the differences between the Updated Merger Agreement and the March 3rd Merger Agreement.
Exhibit 99.22		Changed Pages Blackline showing the differences between the March 3rd Merger Agreement and the March 4th Merger Agreement.
Exhibit 99.23		Limited Guarantee proposed to be made by Ares Special Situations Fund IV, L.P. to the Issuer, dated as of March 4, 2020.
Exhibit 99.24		Limited Guarantee proposed to be made by ASOF Holdings I, L.P. to the Issuer, dated as of March 4, 2020.

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: March 5, 2020

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 US BD HOLDINGS GP LLC
	Its General Partner

By:	AF V BD AIV, L.P.
	Its Sole Member

By:	ARES MANAGEMENT LLC
	Its Manager

	/s/ Naseem Sagati Aghili
	By:	Naseem Sagati Aghili
	Its:	Authorized Signatory


AF V US BD HOLDINGS GP LLC

By:	AF V BD AIV, L.P.
	Its Sole Member

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

ARES CREDIT HEDGE FUND LP

By:	ARES CAPITAL MANAGEMENT III LLC
	Its Manager

	/s/ Naseem Sagati Aghili
	By:	Naseem Sagati Aghili
	Its:	Authorized Signatory

ARES CAPITAL MANAGEMENT III LLC

	/s/ Naseem Sagati Aghili
	By:	Naseem Sagati Aghili
	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

ARES MANAGEMENT CORPORATION

	/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 VOTING LLC

By:	ARES PARTNERS HOLDCO LLC
	Its Sole Member

	/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

EXHIBIT INDEX

Exhibit 99.18		Joint Filing Agreement, dated as of March 5, 2020, by and among the Reporting Persons.
Exhibit 99.19		Letter to the members of the Board of Directors of the Issuer, dated as of March 3, 2020.
Exhibit 99.20		Letter to the members of the Board of Directors of the Issuer, dated as of March 4, 2020.
Exhibit 99.21		Changed Pages Blackline showing the differences between the Updated Merger Agreement and the March 3rd Merger Agreement.
Exhibit 99.22		Changed Pages Blackline showing the differences between the March 3rd Merger Agreement and the March 4th Merger Agreement.
Exhibit 99.23		Limited Guarantee proposed to be made by Ares Special Situations Fund IV, L.P. to the Issuer, dated as of March 4, 2020.
Exhibit 99.24		Limited Guarantee proposed to be made by ASOF Holdings I, L.P. to the Issuer, dated as of March 4, 2020.

EX-99.18 2 a20-11672_1ex99d18.htm EX-99.18

EXHIBIT 99.18

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 to the Schedule 13D) with respect to the common shares, 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 March 5, 2020.

	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 US BD HOLDINGS GP LLC
		Its General Partner

	By:	AF V BD AIV, L.P.
		Its Sole Member

	By:	ARES MANAGEMENT LLC
		Its Manager

		/s/ Naseem Sagati Aghili
		By: Naseem Sagati Aghili
		Its: Authorized Signatory

	AF V US BD HOLDINGS GP LLC

	By:	AF V BD AIV, L.P.
		Its Sole Member

	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

	ARES CREDIT HEDGE FUND LP

	By:	ARES CAPITAL MANAGEMENT III LLC
		Its Manager

		/s/ Naseem Sagati Aghili
		By: Naseem Sagati Aghili
		Its: Authorized Signatory

	ARES CAPITAL MANAGEMENT III LLC

		/s/ Naseem Sagati Aghili
		By: Naseem Sagati Aghili
		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

	ARES MANAGEMENT CORPORATION

		/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 VOTING LLC

	By:	ARES PARTNERS HOLDCO LLC
		Its Sole Member

		/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

EX-99.19 3 a20-11672_1ex99d19.htm EX-99.19

Exhibit 99.19

March 3, 2020

Cincinnati Bell Inc.

221 East Fourth Street

Cincinnati, Ohio 45202

Attention: Board of Directors

Re: Second Amended Binding Offer Letter

Dear Sirs and Madams:

Reference is made to our binding offer to acquire Cincinnati Bell Inc. (the “Company”) dated February 27, 2020 (the Initial Offer”) and to our subsequent binding offer dated March 2, 2020 (the “March 2 Amended Offer”). This letter amends the March 2 Amended Offer.

We are pleased to amend our bid to make certain technical changes thereto as discussed with your counsel Cravath Swaine & Moore and to make a further reduction of the Company Termination Fee to $7,500,000, which we believe to be in the best interests of your shareholders. This letter does not amend or modify the merger consideration or any other material term of the March 2 Amended Offer.

The undersigned are currently indirectly wholly-owned subsidiaries MIP V (FCC) AIV, L.P. (“MIP V”), a fund managed by Macquarie Infrastructure and Real Assets Inc. (“MIRA”). MIRA is in turn a division of the Macquarie Group. In addition to our equity commitment from MIP V, we have obtained binding equity commitments from Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P., funds managed by the Private Equity Group of Ares Management Corporation (NYSE: ARES).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, we hereby amend the Initial Offer, upon the terms and conditions reflected herein and in the documents attached hereto (as so amended, the “Offer”). Please find attached hereto (1) an Agreement and Plan of Merger (the “Merger Agreement”) setting forth the definitive terms of the proposed merger by and among Red Fiber Parent LLC (“Parent”), RF Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, and the Company, duly executed on behalf of Parent and Merger Sub, (2) the Company Disclosure Letter and the Parent Disclosure Letter (each as defined in the Merger Agreement and, together, the “Disclosure Letters”), (3) the Guarantees (as defined in the Merger Agreement) and (4) the Equity Funding Letters and the Debt Commitment Letters (each as defined in the Merger Agreement and, together, the “Financing Letters”). The Merger Agreement, the Disclosure Letters, the Guarantees and the Financing Letters are collectively referred to herein as the “Transaction Documents.”

The execution and delivery of this Offer and the Merger Agreement by Parent and Merger Sub to the Company and the delivery by Parent and Merger Sub of the other Transaction Documents attached hereto constitute a binding irrevocable offer by Parent and Merger Sub to acquire the Company on the terms and subject to the conditions set forth in the Merger Agreement and the other Transaction Documents and acceptance of the Company Disclosure Letter, in each case in the form of such documents as attached hereto.

None of Parent or Merger Sub shall have the right to withdraw this Offer or terminate, amend or otherwise modify the executed Transaction Documents attached hereto; provided, however, that this Offer shall be automatically withdrawn and revoked with no further action required by the Company, Parent or Merger Sub and the executed Merger Agreement, Financing Letters and Guarantees shall be deemed null and void (such withdrawal and revocation, an “Offer Termination”) on the earliest to occur of:

(a) the time at which the Company notifies Parent in writing that it is not accepting the Offer; and

(b) 11:59 p.m. New York time on March 11, 2020, if the Company has not delivered to Parent an executed signature page to the Merger Agreement submitted with this Offer by such time.

The Company can accept this Offer at any time prior to the occurrence of an Offer Termination by delivering an executed signature page to the Merger Agreement, and the Merger Agreement shall be dated as of the date of such acceptance, provided that the following conditions (the “Offer Acceptance Conditions”) shall have been satisfied: (i) the Agreement and Plan of Merger, dated as of December 21, 2020, by and among the Company, Charlie AcquireCo Inc. and Charlie Merger Sub Inc. (the “Brookfield Merger Agreement”) shall have been terminated in accordance with its terms and (ii) the Company shall have delivered to Parent and Merger Sub an executed certification in the form attached hereto as Exhibit A (the “Brookfield Termination Notice Certification”). The executed signature page to the Merger Agreement and the executed Brookfield Termination Notice Certification shall be delivered to Parent and Merger Sub in accordance with Section 9.02 of the Merger Agreement.

In no event may this Offer be accepted at any time after the Offer Termination or if any of the Offer Acceptance Conditions shall not be satisfied at the time this Offer is sought to be accepted. Upon an Offer Termination, the Merger Agreement, Parent Disclosure Letter, Financing Letters and Guarantees shall be returned to Parent and be deemed null and void.

The provisions of Article IX of the Merger Agreement are incorporated by reference herein mutatis mutandis and this Offer and our other agreements set forth herein shall be governed by and construed in accordance with such provisions.

*****

	Very truly yours,


	RED FIBER PARENT LLC

	By:	/s/ Karl Kuchel
		Name: Karl Kuchel
		Title: Chief Executive Officer

	By:	/s/ Anton Moldan
		Name: Anton Moldan
		Title: Vice President


	RF MERGER SUB INC.

	By:	/s/ Karl Kuchel
		Name: Karl Kuchel
		Title: Chief Executive Officer

	By:	/s/ Anton Moldan
		Name: Anton Moldan
		Title: Vice President

[Signature page to Offer Letter]

EX-99.20 4 a20-11672_1ex99d20.htm EX-99.20

Exhibit 99.20

March 4, 2020

Cincinnati Bell Inc.

221 East Fourth Street

Cincinnati, Ohio 45202

Attention: Board of Directors

Re: Third Amended Binding Offer Letter

Dear Sirs and Madams:

Reference is made to our binding offer to acquire Cincinnati Bell Inc. (the “Company”) dated February 27, 2020, our subsequent binding offer dated March 2, 2020 and our March 3, 2020 letter amending the March 2 Amended Offer (the “March 3 Amended Offer”). This letter amends the March 3 Amended Offer.

We are pleased to amend our bid with an increase of our offer price to $14.50 from $13.50 per share. You will see that as well as delivering an increased offer, we have continued to keep the break fee at $7.5 million, which we believe is in the best interest of your shareholders. Other than the merger consideration, this letter does not amend or modify any other material term of the March 3 Amended Offer.

The undersigned are currently indirectly wholly-owned subsidiaries of MIP V (FCC) AIV, L.P. (“MIP V”), a fund managed by Macquarie Infrastructure and Real Assets Inc. (“MIRA”). MIRA is in turn a division of the Macquarie Group. In addition to our equity commitment from MIP V, we have obtained binding equity commitments from Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P., funds managed by the Private Equity Group of Ares Management Corporation (NYSE: ARES).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, we hereby amend the March 3 Amended Offer, upon the terms and conditions reflected herein and in the documents attached hereto (as so amended, the “Offer”). Please find attached hereto (1) an Agreement and Plan of Merger (the “Merger Agreement”) setting forth the definitive terms of the proposed merger by and among Red Fiber Parent LLC (“Parent”), RF Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, and the Company, duly executed on behalf of Parent and Merger Sub, (2) the Company Disclosure Letter and the Parent Disclosure Letter (each as defined in the Merger Agreement and, together, the “Disclosure Letters”), (3) the Guarantees (as defined in the Merger Agreement) and (4) the Equity Funding Letters and the Debt Commitment Letters (each as defined in the Merger Agreement and, together, the “Financing Letters”). The Merger Agreement, the Disclosure Letters, the Guarantees and the Financing Letters are collectively referred to herein as the “Transaction Documents.”

(a) the time at which the Company notifies Parent in writing that it is not accepting the Offer; and

(b) 11:59 p.m. New York time on March 12, 2020, if the Company has not delivered to Parent an executed signature page to the Merger Agreement submitted with this Offer by such time.

*****

Very truly yours,


RED FIBER PARENT LLC

	By:	/s/ Karl Kuchel
		Name:	Karl Kuchel
		Title:	Chief Executive Officer

	By:	/s/ Anton Moldan
		Name:	Anton Moldan
		Title:	Vice President


RF MERGER SUB INC.

	By:	/s/ Karl Kuchel
		Name:	Karl Kuchel
		Title:	Chief Executive Officer

	By:	/s/ Anton Moldan
		Name:	Anton Moldan
		Title:	Vice President

[Signature page to Offer Letter]

EX-99.21 5 a20-11672_1ex99d21.htm EX-99.21

Exhibit 99.21

Execution Version

AGREEMENT AND PLAN OF MERGER

Dated as of March 2 , 2020,

Among

CINCINNATI BELL INC.,

RED FIBER PARENT LLC

and

RF MERGER SUB INC.

AGREEMENT AND PLAN OF MERGER (this “Agreement “) dated as of March 2 , 2020, among Cincinnati Bell Inc., an Ohio corporation (the “Company”), Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation and a directly wholly owned subsidiary of Parent (“Merger Sub”).

WHEREAS each of the Board of Directors of the Company, the Board of Directors of Parent and the Board of Directors of Merger Sub has approved and declared advisable this Agreement and determined that the Merger on the terms provided for in this Agreement is advisable and in the best interests of the Company, Parent or Merger Sub, as applicable, and its respective stockholders or shareholders, as applicable;

WHEREAS the Board of Directors of the Company and the Board of Directors of Merger Sub each has resolved to recommend that its shareholders adopt this Agreement;

WHEREAS concurrently with the execution and delivery of this Agreement and as a condition and inducement to the Company’s willingness to enter into this Agreement, MIP V, Ares Special Situations Fund IV, L.P. and ASOF Holdings I, L.P. (each, a “Guarantor”) are each entering into a Guarantee with respect to certain obligations of Parent and Merger Sub under this Agreement; and

WHEREAS the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

ARTICLE I

The Merger

SECTION 1.01.The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the provisions of the Ohio General Corporation Law (the “OGCL”), at the Effective Time, Merger Sub shall be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall be the surviving corporation in the Merger. The Company, as the surviving corporation after the Merger, is hereinafter referred to as the “Surviving Corporation”.

SECTION 1.02.Closing. The closing (the “Closing”) of the Merger shall take place at the offices of Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019 at 10:00 a.m., New York City time, on a date to be specified by the Company and Parent, which shall be (a) no later than the 12th Business Day following the satisfaction or (to the extent permitted by Law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions), or (b) at such other place, time and date as shall be agreed in writing between the Company and Parent; provided, however, that if all the conditions set forth in Article VII do not remain satisfied or (to the extent permitted by Law) have not been waived on such 12th Business Day, then the Closing shall take place on the first Business Day thereafter on which all such conditions shall have been satisfied or (to the extent permitted by Law) waived; provided, that in no event shall Parent or Merger Sub be obligated to consummate the Closing if the Marketing Period has not ended at least three Business Days prior to the time that the Closing would otherwise have occurred, in which case the Closing shall not occur until (i) the earlier to occur of (A) a Business Day before or during the Marketing Period specified by Parent on at least two Business Days’ prior written notice to the Company and (B) the third Business Day immediately

Statement based on information supplied by the Company for inclusion or incorporation by reference therein.

SECTION 3.05.Litigation. There is no civil, criminal or administrative suit, action, investigation, claim, enforcement action, hearing, arbitration, mediation, investigation or other proceeding (formal, informal, public or non-public) (each, an “Action”) pending or, to the Knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect, nor is there any Judgment outstanding against or, to the Knowledge of Parent, any investigation by any Governmental Entity involving Parent or any of its Subsidiaries or any of their respective properties or assets that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.

SECTION 3.06.Brokers’ Fees and Expenses. No broker, investment banker, financial advisor or other Person, other than such Persons the fees and expenses of which will be paid by Parent, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent.

SECTION 3.07.Financing . Parent has provided the Company true and complete copies of (a) fully executed commitment letters dated on or ~~about~~prior to the date hereof (together with all exhibits, annexes, schedules and term sheets attached thereto, each, an “Equity Funding Letter” and, collectively, the “Equity Funding Letters”) from each Guarantor providing for an equity investment in Parent, subject to the terms and conditions therein, in cash in the aggregate amounts set forth therein (the “Equity Financing”) and (b) fully executed commitment letters and Redacted Fee Letters dated on or ~~about~~prior to the date hereof (together with all exhibits, annexes, schedules and term sheets attached thereto, each a “Debt Commitment Letter” and, collectively, the “Debt Commitment Letters” and, together with the Equity Funding Letters, the “Financing Letters”), from the financial institutions identified therein (the “Commitment Parties”), providing, subject to the terms and conditions therein, for debt financing, in each case, in the amounts set forth therein (being collectively referred to as the “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”). Each of the Financing Letters is valid, binding and, to the Knowledge of Parent, enforceable by Parent against the other parties thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date hereof, each of the Financing Letters is in full force and effect and the respective obligations and commitments therein have not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect. As of the date hereof, no event has occurred which (with or without notice, lapse of time, or both) would reasonably be expected to constitute a breach in any material respect or default on the part of Parent or, to the Knowledge of Parent, any of the other parties thereto under the Financing Letters or otherwise result in any portion of the Financing contemplated thereby, as applicable, to be unavailable or delayed. Subject to the satisfaction of the conditions contained in Section 7.01 and Section 7.03 hereof, as of the date hereof, Parent has no reason to believe that any of the conditions in any of the Financing Letters will not be satisfied or that any of portion of the Financing will not be made available thereunder on a timely basis in order to consummate the Transactions. As of the date hereof, none of the Guarantors or the Commitment Parties has notified Parent of its intention to terminate any of its obligations under the applicable Financing Letter or not to provide the applicable Financing. Assuming (A) the satisfaction of the conditions in Sections 7.01 and 7.03 hereof and (B) that the Financing is funded in accordance with the terms of the Financing Letters, the net proceeds contemplated by the Financing Letters (after netting out applicable fees, expenses, original issue discount and similar premiums and charges and after giving effect to the maximum amount of flex (including original issue discount flex) provided under the Debt Commitment Letter), will be sufficient to pay the Merger Consideration, the refinancing of any credit facility or other Indebtedness of the Company or any Company Subsidiary that will not continue after the Effective Time, the payment of any fees and expenses of or payable by Parent, and any other amounts required to be paid by Parent in connection with the consummation of the Transactions. Parent has paid in full any and all commitment or other fees

occur of the events referred to in clause (ii)(B) above, in the case of a termination under clause (ii); it being understood that in no event shall the Company be required to pay or cause to be paid the Company Termination Fee on more than one occasion.

As used herein, “Company Termination Fee” shall mean a cash amount equal to $~~17,970,000~~7,500,000.

(c) If the Company terminates this Agreement pursuant to Section 8.01(c)(i) or Section 8.01(c)(iii), or Parent terminates this Agreement pursuant to Section 8.01(b)(i) and at such time the Company could have terminated this Agreement pursuant to Section 8.01(c)(i) or Section 8.01(c)(iii), then Parent shall pay, or cause to be paid, to the Company a termination fee of $45,600,000 in cash (the “Parent Termination Fee”), by wire transfer of same-day funds simultaneously with such termination, it being understood that in no event shall Parent be required to pay or cause to be paid the Parent Termination Fee on more than one occasion.

(d) Each of the parties hereto acknowledges and agrees that the agreements contained in this Section 6.06 are an integral part of the Transactions, and that, without these agreements, the other parties hereto would not enter into this Agreement. Accordingly, if a party fails to timely pay any amount due pursuant to this Section 6.06 and, in order to obtain such payment, the other party commences an Action that results in a Judgment in its favor for such payment, the party that failed to make such payment shall pay or cause to be paid to the other party its costs and expenses (including reasonable and documented attorneys’ fees and expenses) in connection with such Action, together with interest on the amount of such payment from the date such payment was required to be made until the date of payment at the prime rate as published by The Wall Street Journal in effect on the date such payment was required to be made. Each of the parties further acknowledges that the payment of the amounts by the Company or Parent, as applicable, specified in this Section 6.06 is not a penalty, but, in each case, is liquidated damages in a reasonable amount that will compensate Parent or the Company, as applicable, in the circumstances in which such amounts are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amounts would otherwise be impossible to calculate with precision.

(e) Subject in all respects to Parent’s injunction, specific performance and equitable relief rights and related rights set forth in Section 9.10 and the obligations of the Company under Section 6.06(d) hereof, in the event that this Agreement is terminated in circumstances for which such fee is payable pursuant to Section 6.06(b), payment of the Company Termination Fee shall be the sole and exclusive monetary damages remedy of Parent, Merger Sub, the Guarantors or any of their respective former, current or future general or limited partners, shareholders, financing sources, managers, members, directors, officers or Affiliates (collectively, the “Parent Related Parties”) against the Company and the Company Subsidiaries and any of their respective former, current or future officers, directors, partners, shareholders, managers, members or Affiliates (collectively, “Company Related Parties”) for any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform (including a willful breach or failure to perform) hereunder or otherwise (so long as, in the event that this Agreement was terminated by the Company, such termination was in accordance with the applicable provisions of this Agreement), and, subject as aforesaid, upon payment of such amount none of the Company Related Parties shall have any further monetary liability or obligation relating to or arising out of this Agreement or any of the Transactions. Subject in all respects to the Company’s injunction, specific performance and equitable relief rights and related rights set forth in Section 9.10 and the obligations of Parent under the third and fourth sentences of Section 6.15(c) and Section 6.06(d) hereof, in the event that this Agreement is terminated in circumstances for which the Parent Termination Fee is payable pursuant to Section 6.06(c), payment of the Parent Termination Fee shall be the sole and exclusive monetary damages remedy of the Company and the Company Subsidiaries against the Parent Related Parties for any loss suffered as a result of the failure of the Transactions to be consummated or

three-Business Day period following delivery of the notice referred to in clause (B) above;

(d) by Parent:

(i) if the Company shall have breached any of its representations or warranties or failed to perform any of its covenants or agreements contained in this Agreement, which breach or failure (A) would give rise to the failure of a condition set forth in Section 7.03(a) or Section 7.03(b) and (B) is incapable of being cured or, if capable of being cured by the End Date, the Company (x) shall not have commenced good faith efforts to cure such breach or failure to perform within 30 calendar days following receipt by the Company of written notice of such breach or failure to perform from Parent stating Parent’s intention to terminate this Agreement pursuant to this Section 8.01(d)(i) and the basis for such termination or (y) is not thereafter continuing to take good faith efforts to cure such breach or failure to perform; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.01(d)(i) if Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements hereunder; or

(ii) in the event that a Company Adverse Recommendation Change shall have occurred; provided that Parent shall no longer be entitled to terminate this Agreement pursuant to this Section 8.01(d)(ii) if the Company Shareholder Approval is obtained at the Company Shareholders Meeting.

SECTION 8.02.Effect of Termination . In the event of termination of this Agreement by either Parent or the Company as provided in Section 8.01, this Agreement shall forthwith become null and void (other than Section 3.06, Section 4.18, Section 6.06, the expense reimbursement and indemnification provisions of Section 6.15(c), this Section 8.02, Article IX, and the Confidentiality Agreement and the Guarantees, all of which shall survive termination of this Agreement) and there shall be no liability on the part of Parent, Merger Sub or the Company or their respective directors, officers and Affiliates, except, subject to Section 6.06(d), Section 6.06(e) and Section 6.06(f), no such termination shall relieve any party from liability for damages to another party resulting from fraud or any willful and material breach by a party of any representation, warranty, covenant or agreement set forth in this Agreement.

SECTION 8.03.Amendment. This Agreement may be amended by the parties at any time before or after receipt of the Company Shareholder Approval; provided, however, that (i) after receipt of the Company Shareholder Approval, there shall be made no amendment that by Law requires further approval by the shareholders of the Company without the further approval of such shareholders, (ii) no amendment shall be made to this Agreement after the Effective Time and (iii) except as provided above, no amendment of this Agreement shall require the approval of the shareholders of the Company; provided, further, that no amendments or modifications of, or supplements to, ~~this second proviso to~~ Section 6.06(e), this second proviso to this Section 8.03, the final sentence of Section 9.07, Section 9.08(a), Section 9.08(c), Section 9.09, Section 9.11 or Section 9.12 (and no definition set forth in this Agreement to the extent that an amendment, supplement or modification of such definition would amend, supplement or waive the substance of such sections) that adversely affect the Debt Financing Sources shall be effective without the prior written consent of the Debt Financing Parties. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

SECTION 8.04.Extension; Waiver. At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any

EX-99.22 6 a20-11672_1ex99d22.htm EX-99.22

Exhibit 99.22

following the final day of the Marketing Period, subject to, in each case, the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions) or (ii) such other time and date as shall be agreed to in writing between the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

SECTION 1.03. Effective Time. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the Company shall cause the Merger to be consummated by filing a certificate of merger that is reasonably acceptable to Parent and executed in accordance with, and in such form as is required by, the relevant provisions of the OGCL (the “Certificate of Merger”), and shall make all other filings, recordings or publications required under the OGCL in connection with the Merger. The Merger shall become effective at the time that the Certificate of Merger is filed with the Secretary of State of the State of Ohio (the “Secretary of State”) or, to the extent permitted by applicable Law, at such later time as is agreed to by the parties hereto prior to the filing of such Certificate of Merger and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “Effective Time”).

SECTION 1.04. Effects of the Merger. The Merger shall have the effects provided in this Agreement and as set forth in the applicable provisions, including Section 1701.82, of the OGCL.

SECTION 1.05. Organizational Documents of the Surviving Corporation. At the Effective Time, the articles of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the articles of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (and subject to Section 6.05 hereof). The code of regulations of the Surviving Corporation in effect from and after the Effective Time and until thereafter changed or amended as provided therein or by applicable Law shall be in the form of the code of regulations of Merger Sub as in effect immediately prior to the Effective Time, except that references to the name of Merger Sub shall be replaced by references to the name of the Surviving Corporation.

SECTION 1.06. Board of Directors and Officers of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall become the directors of the Surviving Corporation as of the Effective Time until the earlier of their resignation or removal in accordance with the articles of incorporation and code of regulations of the Surviving Corporation or until their respective successors have been duly elected and qualified, as the case may be. The officers of the Company immediately prior to the Effective Time shall continue as the officers of the Surviving Corporation immediately following the Effective Time until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and code of regulations of the Surviving Corporation. The parties acknowledge and agree that following the Effective Time Parent shall cause the board of directors of the Surviving Corporation to include at least two (2) individuals who are “domiciled” (such persons must have resided in Hawaii no less than five (5) years and otherwise be domiciled within the meaning of Section 18-235-1.03 of the Hawaii Administrative Rules) in Hawaii.

SECTION 1.07. Brookfield Termination Fee. Concurrently with the execution hereof by the Company, the Company shall terminate the Agreement and Plan of Merger, dated as of December 21, 2019, by and among Brookfield, Charlie Merger Sub, Inc. and Cincinnati Bell, Inc. (as amended, the “Brookfield Agreement”), in accordance with Section 8.01(c)(ii) thereof and shall pay to Charlie AcquireCo Inc. (“Brookfield”) the $~~21,390,000~~23,100,000 termination fee (the “Brookfield Termination Fee”) payable pursuant to Section 6.06(b) and Section 8.01 (c)(ii) of the Brookfield Agreement.

ARTICLE II

Effect on the Stock of the
Constituent Corporations; Exchange of Certificates

SECTION 2.01. Effect on Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any shares of common stock, par value $0.01 per share, of the Company (the “Company Common Shares”) or any shares of capital stock of Merger Sub:

(a) Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

(b) Cancelation of Certain Shares. All Company Common Shares that are owned by the Company as treasury shares immediately prior to the Effective Time shall be canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. All Company Common Shares held by Parent or Merger Sub immediately prior to the Effective Time shall be canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. Each Company Common Share that is owned by any direct or indirect wholly owned Subsidiary of the Company or of Parent (other than Merger Sub) shall not represent the right to receive the Merger Consideration and shall be, at the election of Parent, either (i) converted into shares of common stock of the Surviving Corporation or (ii) canceled. Each Excluded Share shall be canceled at the Effective Time and, subject to Section 2.03, no consideration shall be delivered in exchange therefor.

(c) Conversion of Company Common Shares. Subject to Section 2.01(b), each Company Common Share issued and outstanding immediately prior to the Effective Time (other than Common Appraisal Shares to be treated in accordance with Section 2.03 (collectively, the “Excluded Shares”)) shall be converted at the Effective Time into the right to receive an amount of cash equal to $~~13.50~~14.50 per share, without interest (the “Merger Consideration”). As of the Effective Time, all such Company Common Shares, when so converted pursuant to this Section 2.01(c), shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such Company Common Shares (each, a “Certificate”) (other than any Excluded Shares) and each holder of Company Common Shares held in book-entry form (other than any Excluded Shares) shall, in each case, cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor. The right of any holder of Company Common Shares to receive the Merger Consideration shall be subject in all cases to the provisions of Section 2.02.

(d) 6 3/4% Preferred Shares. Each 6 3/4% Preferred Share issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding immediately following the Effective Time as one 6 3/4% Cumulative Convertible Preferred Share, without par value, of the Surviving Corporation, and shall not be affected by the Merger (except for the effects specifically set forth in Article Fourth of the Company Articles).

EX-99.23 7 a20-11672_1ex99d23.htm EX-99.23

Exhibit 99.23

Limited Guarantee

This Limited Guarantee, dated as of March 4, 2020 (this “Limited Guarantee”), by Ares Special Situations Fund IV, L.P., a Delaware limited partnership (the “Guarantor”), is entered into in favor of Cincinnati Bell Inc., an Ohio corporation (in its capacity as the guaranteed party under this Limited Guarantee, the “Guaranteed Party”). Pursuant to the Agreement and Plan of Merger, dated as of March , 2020 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Guaranteed Party (in its capacity as Company under the Merger Agreement, the “Company”), Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation (“Merger Sub”), the Merger Sub shall be merged with and into the Company. The Merger Agreement provides that the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. Capitalized terms used in this Limited Guarantee but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. Subject at all times to the terms and conditions set forth in this Limited Guarantee, the Guarantor absolutely and irrevocably guarantees to the Guaranteed Party the due and punctual performance and discharge of any payment obligations of Parent of 10% (such percentage, the Guarantor’s “Contribution Percentage”) of the aggregate amount of: (a) the Parent Termination Fee if and when due and payable pursuant to Section 6.06(c) of the Merger Agreement; (b) the payment obligations of Parent if and when due and payable pursuant to the last two sentences of Section 6.15(c) of the Merger Agreement; and (c) the payment obligations of Parent if and when due and payable pursuant to Section 6.06(d) of the Merger Agreement (clauses (a) through (c), collectively, the “Guaranteed Obligations”). Notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the maximum aggregate liability of the Guarantor in respect of the Guaranteed Obligations exceed $5,060,935.5. The Guaranteed Party acknowledges and agrees that the Guarantor (or any of its successors or assignees) shall in no event be required to pay more than $5,060,935.5 (such limitation on the aggregate liability of the Guarantor for its Guaranteed Obligations being referred to in this Limited Guarantee as the “Cap”). This Limited Guarantee may not be enforced without giving effect to the Cap. The Guarantor shall not be required to pay any amount under this Limited Guarantee if it has funded in full its commitment under its Equity Funding Letter being delivered on the date of this Limited Guarantee (as such amount may be reduced or amended pursuant to such Equity Funding Letter) and the Closing has occurred.

Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party agrees that: (i) to the extent Parent or Merger Sub is relieved of all or any portion of the Guaranteed Obligations by satisfaction of such Guaranteed Obligations on the terms and subject to the conditions set forth in the Merger Agreement or pursuant to any other agreement with the Guaranteed Party, the Guarantor shall similarly be relieved of its Contribution Percentage of such obligations under this Limited Guarantee; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee that would be available to Parent or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations (other than insolvency, bankruptcy or reorganization of Parent or Merger Sub), including any defenses available to Parent or Merger Sub under the Merger Agreement in respect of any fraud of the Company or its Subsidiaries. The Guarantor acknowledges and agrees that the terms of this Limited Guarantee shall not restrict, impair or otherwise limit the injunctive, specific performance and other equitable relief remedies available to the Guaranteed Party pursuant to Section 9.10 of the Merger Agreement (the “Guarantee Exception”). Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the Guarantee Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and against the Guarantors under the Equity Funding Letters and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates. Under no circumstances shall Seller, the Company or any other Person (individually or collectively) be permitted or entitled to receive both (x) a grant of specific performance or injunctive relief to cause Parent to draw down the Equity Financing, to enforce the rights of Parent under the Equity Funding Letters or to consummate the Closing and (y) any amounts in respect of the Guaranteed Obligations whatsoever in circumstances in which the Closing occurs.

The Guaranteed Party agrees that in no event shall the Guarantor be required to pay to the Guaranteed Party any amounts in connection with this Limited Guarantee or the Merger Agreement other than as expressly set forth in this Limited Guarantee. All payments under this Limited Guarantee shall be made in lawful money of the United States, in immediately available funds.

2. Other Guarantor. Except in accordance with the immediately following sentence, no claim(s) may be brought against (and no recovery as a result of such claim(s) may be obtained from) the Guarantor under this Limited Guarantee unless such claim(s) have been concurrently brought against the Other Guarantors in connection with the Limited Guarantees, dated as of the date of this Limited Guarantee (the “Other Limited Guarantees”), by MIP V (FCC) AIV, L.P. and ASOF Holdings I, L.P. (together, the “Other Guarantors”) in favor of the Company. The immediately preceding sentence shall not apply to the extent that: (i) the bringing of such claim(s) against the Other Guarantors is prohibited or stayed by any applicable Law; or (ii) each Other Guarantor has satisfied in full its obligation under the Other Limited Guarantee. The Company shall not release the Other Guarantors from any obligations under the Other Limited Guarantees or amend or waive any provision of the Other Limited Guarantees, except to the extent the Company offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees shall be several and not joint.

3. Terms of Limited Guarantee.

(a) The Guaranteed Party shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations under this Limited Guarantee. In the event that any payment to the Guaranteed Party in respect of any Guaranteed Obligation is rescinded or must otherwise be returned to the Guarantor for any reason whatsoever (other than in connection with the valid termination of the Guarantor’s obligations in accordance with Section 7 of this Limited Guarantee or in other circumstances where the Guarantor is not liable to make such payment), to the extent such amount is actually returned to the Guarantor, the Guarantor shall remain fully liable under this Limited Guarantee with respect to such Guaranteed Obligation as if such payment to the Guaranteed Party had not been made. This Limited Guarantee is one of payment of the Guarantor’s Contribution Percentage of the Guaranteed Obligations and not collection.

(b) To the fullest extent permitted under applicable Law and except in accordance with the terms and conditions of this Limited Guarantee, the liability of the Guarantor under this Limited Guarantee shall be absolute, and shall not be released or discharged in whole or in part, or otherwise affected, irrespective of:

(i) any release or discharge of any obligation of Parent or Merger Sub contained in the Merger Agreement resulting solely from any change in the corporate existence, structure or ownership of Parent or Merger Sub, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any of their assets;

(ii) subject in all cases to the Cap, any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement or any other agreement evidencing, securing, or otherwise executed in connection with, any of the Guaranteed Obligations, or any change or extension of the time, place or manner of payment or performance of, or renewal of, any Guaranteed Obligation, any escrow arrangement or other security for any Guaranteed Obligation, or any amendment or waiver of or any consent to any departure from the terms of the Merger Agreement or the documents entered into in connection with the Merger Agreement;

(iii) the addition, substitution or release of any other Person interested in the transactions contemplated by the Merger Agreement;

(iv) any lack of validity or enforceability of the Merger Agreement or any other agreement or instrument relating to the Merger Agreement resulting from a breach of any representation, warranty or covenant in the Merger Agreement by any of Parent and/or Merger Sub;

(v) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party, whether in connection with any Guaranteed Obligation or otherwise; or

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations.

(c) Notwithstanding anything in this Limited Guarantee to the contrary, the Guarantor does not waive, and the Guarantor expressly reserves, any claim that Parent or Merger Sub would have that the Guaranteed Obligations are released, discharged, or otherwise affected as a result of fraud or material breach of the Merger Agreement by the Guaranteed Party.

(d) Other than defenses to the payment of the Guaranteed Obligations that are available to the Parent under the Merger Agreement and subject to Section 1 of this Limited Guarantee, to the fullest extent permitted by Law, the Guarantor unconditionally and irrevocably waives any and all rights or defenses arising by reason of any applicable Law which would otherwise require any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Guaranteed Party upon this Limited Guarantee or acceptance of this Limited Guarantee (except for notices to be provided to Parent and White & Case LLP in accordance with Section 9.02 of the Merger Agreement). Except

as provided in Section 2 of this Limited Guarantee, when pursuing its respective rights and remedies under this Limited Guarantee against the Guarantor, the Guaranteed Party shall be under no obligation to pursue such rights and remedies it may have against Parent or any other Person for the Guaranteed Obligations or any right of offset with respect to the Limited Guarantee. Except as provided in Section 2 of this Limited Guarantee, any failure by the Guaranteed Party to pursue such other rights or remedies or to collect any payments from Parent or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Guaranteed Party of any right of offset, shall not relieve the Guarantor of any liability under this Limited Guarantee, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party.

4. Waiver of Acceptance, Presentment; Etc. The Guarantor irrevocably waives acceptance of this Limited Guarantee, presentment, demand and protest.

5. Sole Monetary Remedy. The Guaranteed Party acknowledges and agrees that the sole cash asset of Parent is cash in a de minimis amount and that no additional funds are expected to be contributed to Parent unless and until the Closing occurs. Without limiting any Reserved Claim brought pursuant to the terms of the applicable agreement under which such claims arise, the Guaranteed Party further agrees that it has no right of recovery against the Guarantor, Parent’s or any of their respective successors’ or permitted assignees’ former, current or future directors, officers, employees, secondees, agents, Affiliates (other than Parent and the Guarantor), general or limited partners, members, managers or stockholders or any former, current or future directors, officers, employees, secondees, agents, Affiliates (other than Parent and the Guarantor), general or limited partners, members, managers or stockholders of any of the foregoing (collectively, and excluding Parent and the Guarantor, the “Guarantor/Parent Affiliates”). The Guaranteed Party shall have no right of recovery through Parent or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Guarantor/Parent Affiliates, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or other applicable Law, or otherwise. Without limiting any Reserved Claim brought pursuant to the terms of the applicable agreement under which such claims arise, recourse against the Guarantor under this Limited Guarantee shall be the sole and exclusive monetary remedy of the Guaranteed Party and its Affiliates against the Guarantor and any Guarantor/Parent Affiliates in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or any schedule, certificate or other document delivered by Parent pursuant to the Merger Agreement (the “Transaction Documents”), and the transactions contemplated by the Merger Agreement. The Guaranteed Party covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any Action arising under, or in connection with, the Transaction Documents or the transactions contemplated by the Merger Agreement, against the Guarantor or any Guarantor/Parent Affiliates. The immediately preceding sentence shall not apply to any Action: (a) against the Guarantor or any Guarantor/Parent Affiliates that is party (including its legal successors and assigns) to the Confidentiality Agreement solely related to the enforcement of the Confidentiality Agreement; (b) seeking specific performance against a Guarantor (or its successors or permitted assignees of its obligations under this Limited Guarantee) under, and pursuant to the terms of, an Equity Funding Letter; (c) against Parent or Merger Sub (or its successors or permitted assignees) pursuant to the Merger Agreement; and/or (d) against the Guarantors (or its successors or permitted assignees) under the Guarantees in accordance with the express terms and conditions thereunder (clauses (a) through (d), collectively, the “Reserved Claims”). Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person, other than the rights of the Guaranteed Party against the Guarantor as expressly set forth in this Limited Guarantee.

6. Subrogation. The Guarantor unconditionally and irrevocably agrees not to exercise any rights that it may now have or after the date of this Limited Guarantee acquire against Parent or any other Person interested in the transactions contemplated by the Merger Agreement, whether or not such claim arises by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency laws) or otherwise prior to the termination of this Limited Guarantee. The rights referred to in the immediately preceding sentence include, without limitation, any right of subrogation, reimbursement, exoneration, contribution, and any right to participate in any claim or remedy of the Guaranteed Party against Parent or such other Person, by reason of the existence, payment, performance, or enforcement of the Guaranteed Obligations under or in respect of this Limited Guarantee, including without limitation, the right to take or receive from Parent or such other Person, directly or indirectly, in case of other property by setoff or in any other manner, payment or security on account of such claim, remedy of right prior to the termination of this Limited Guarantee.

7. Termination. This Limited Guarantee shall terminate upon the earliest of: (a) the Closing; (b) the valid termination of the Merger Agreement in accordance with its terms in circumstances in which Parent would not be obligated to make any payments of any Guaranteed Obligations; (c) the date the Guaranteed Obligations payable under this Limited Guarantee have been paid in full; (d) the receipt by the Guaranteed Party of payment(s) by or on behalf of Guarantor in an aggregate amount equal to $5,060,935.5; and (e) the date that is three (3) months after the date of the valid termination of the Merger Agreement in accordance with its terms. Notwithstanding clause (e) of the immediately preceding sentence, this Limited Guarantee will not terminate on the third month if, prior to such three-month anniversary, the Guaranteed Party shall have provided a notice to a Guarantor claiming in good faith amounts payable by such Guarantor under this Limited Guarantee. The provisions of Section 7 and Section 13 of this Limited Guarantee shall survive the termination of this Limited Guarantee indefinitely. In the event that the Guaranteed Party (or any of its respective successors or assigns) or its Affiliates asserts in an Action: (i) that the provisions of Section 1 of this Limited Guarantee limiting the Guarantor’s aggregate monetary liability to the Cap, or that any other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part; or (ii) any theory of liability against Parent or the Guarantor or the Guarantor/Parent Affiliates with respect to this Limited Guarantee, the Equity Funding Letters, the Merger Agreement, any other agreement or instrument delivered in connection with the foregoing, or the transactions contemplated by this Limited Guarantee, the Equity Funding Letters or the Merger Agreement, other than a Reserved Claim, then, in each such case: (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall be null and void; (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party; and (z) the Guarantor shall not have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) to the Company or any other person in any way under or with respect to this Limited Guarantee, the Equity Funding Letter or the Merger Agreement, or the transactions contemplated by the Merger Agreement, the Equity Funding Letter or under this Limited Guarantee.

8. Continuing Guarantee. Unless terminated pursuant to the provisions of Section 7 of this Limited Guarantee, and subject to the relief of the Guarantor’s obligations in accordance with second paragraph of Section 1 of this Limited Guarantee, this Limited Guarantee is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor and its successors and assignees, and shall inure to the benefit of, and be enforceable by, the Guaranteed Party and its successors and permitted assigns. All obligations to which this Limited Guarantee applies or may apply under the terms of this Limited Guarantee shall be conclusively presumed to have been created in reliance on this Limited Guarantee.

9. Entire Agreement. This Limited Guarantee, together with the Merger Agreement and the exhibits to the Merger Agreement, the Company Disclosure Letter, the Parent Disclosure Letter, the Other Limited Guarantee, the Equity Funding Letters and the Confidentiality Agreement, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter of this Limited Guarantee.

10. Amendments and Waivers. This Limited Guarantee may not be amended or modified, nor may compliance with any condition or covenant set forth in this Limited Guarantee be waived, except by a writing duly and validly executed by the Guarantor and the Guaranteed Party, or in the case of a waiver, the party waiving compliance. No waiver by any party of any breach or violation of, or default under, this Limited Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default under this Limited Guarantee or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in exercising any right, power or remedy under this Limited Guarantee will operate as a waiver of such right, power or remedy.

11. Counterparts. This Limited Guarantee may be executed in one or more counterparts (including by facsimile or electronic mail), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties to this Limited Agreement and delivered to the other parties to this Limited Guarantee.

12. Notices. Any notice, request, instruction or other document to be given under this Limited Guarantee by any party to the others shall be in accordance with Section 9.02 of the Merger Agreement.

If to the Guarantor, to it at:

Ares Special Situations Fund IV, L.P.

c/o Ares Management LLC

2000 Avenue of the Stars

12th Floor

Los Angeles, California 90067

Attn: PE General Counsel

Email: PEGeneralCounsel@aresmgmt.com

fbernshteyn@aresmgmt.com

bfriedman@aresmgmt.com

with a copy to (which shall not constitute notice):

Sullivan & Cromwell LLP

1888 Century Park East
21st Floor

Los Angeles, California 90067

Attention: Alison S. Ressler

Rita-Anne O’Neill

Email: resslera@sullcrom.com

oneillr@sullcrom.com

If to the Guaranteed Party, to the address indicated for it in Section 9.02 of the Merger Agreement.

13. GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL.

(a) THIS LIMITED GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY WITHIN THAT STATE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER ANY APPLICABLE CONFLICT OF LAWS PRINCIPLES.

(b) All Actions arising out of or relating to this Limited Guarantee shall be heard and determined in the Court of Chancery of the State of Delaware or, (but only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any Action) the Superior Court of the State of Delaware (Complex Commercial Division) and any appellate court from any such court (such courts, the “Selected Courts”). The parties to this Limited Guarantee irrevocably: (i) submit to the exclusive jurisdiction and venue of the Selected Courts in any such Action; (ii) waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action brought in the Selected Courts; (iii) agree to not contest the jurisdiction of the Selected Courts in any such Action, by motion or otherwise; and (iv) agree to not bring any Action arising out of or relating to this Limited Guarantee in any court other than the Selected Courts, except for Actions brought to enforce the judgment of any such court. The consents to jurisdiction and venue set forth in this Section 9.08(b) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and

shall not be deemed to confer rights on any Person other than the parties to this Limited Guarantee. Each party to this Limited Guarantee agrees that service of process upon such party in any Action arising out of or relating to this Limited Guarantee shall be effective if notice is given by Federal Express, UPS, DHL or similar courier service to the address set forth in Section 12 of this Limited Guarantee. The parties to this Limited Guarantee agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

14. Representations and Warranties. The Guarantor represents and warrants to the Guaranteed Party that: (a) it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and it has all requisite power and authority to execute, deliver and perform this Limited Guarantee; (b) the execution, delivery and performance of this Limited Guarantee: (i) have been duly and validly authorized by the Guarantor; and (ii) do not violate, conflict with or result in default (whether after the giving of notice, lapse of time or both) under, any Law or any order of, or any ruling imposed by, any court or other Governmental Entity binding upon the Guarantor or the Guarantor’s governing documents; (c) this Limited Guarantee constitutes a valid and legally binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms and conditions, except as the same may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and the remedy of specific performance and injunctive or other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any action may be brought; and (d) the Guarantor has access to all funds necessary to pay and perform its obligations under this Limited Guarantee, and all funds necessary for the Guarantor to fulfill its obligations under this Limited Guarantee shall be accessible by the Guarantor for so long as this Limited Guarantee shall remain in effect in accordance with Section 8 of this Limited Guarantee.

15. No Assignment. Neither the Guarantor nor the Guaranteed Party may assign its rights, interests or obligations under this Limited Guarantee to any other Person, by operation of law or otherwise, without the prior written consent of the Guaranteed Party (in the case of an assignment by the Guarantor) or the Guarantor (in the case of an assignment by the Guaranteed Party). Notwithstanding the immediately preceding sentence, the Guarantor may assign or delegate all or part of its rights, interests and obligations under this Limited Guarantee, without the prior written consent of the Guaranteed Party, to any limited partner of the Guarantor or an Affiliate capable of making the representations set forth in Section 14 or to an entity managed or advised by an Affiliate of the Guarantor capable of making the representations set forth in Section 14. In the event of any assignment by the Guarantor pursuant to the terms of this Section 15, the Guarantor’s responsibility for payment of the Guaranteed Obligation shall be automatically deemed to be amended to reflect the proportionate allocation to each additional Guarantor and/or Guarantors from and after the date of such assignment.

16. Severability. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy: (a) such provision shall be ineffective to the extent, and only to the extent, of such unenforceability or prohibition and shall be enforced to the greatest extent permitted by Law; (b) such unenforceability or prohibition in any jurisdiction shall not invalidate or render unenforceable such provision as applied: (i) to other Persons or circumstances; or (ii) in

any other jurisdiction; and (c) such unenforceability or prohibition shall not affect or invalidate any other provision of this Limited Guarantee. This Limited Guarantee may not be enforced with respect to the Guaranteed Obligations without giving effect to the limitations provided in Section 1 of this Limited Guarantee and to the provisions of Sections 5 and 7 of this Limited Guarantee. No party to this Limited Guarantee shall assert, and each party shall cause its respective Affiliates not to assert, that this Limited Guarantee or any part of this Limited Guarantee is invalid, illegal or unenforceable.

17. Headings. The headings contained in this Limited Guarantee are for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Limited Guarantee or any provision of this Limited Guarantee.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Limited Guarantee as of the date first written above.

		ARES SPECIAL SITUATIONS FUND IV, L.P.

		By: ASSF Management IV, L.P., its general partner
		By: ASSF Management IV GP LLC, its general partner


		By:	/s/ Aaron Rosen
		Name:	Aaron Rosen
		Title:	Authorized Signatory

[Signature Page to Limited Guarantee]

		CINCINNATTI BELL INC.


		By:
		Name:
		Title:

[Signature Page to Limited Guarantee]

EX-99.24 8 a20-11672_1ex99d24.htm EX-99.24

Exhibit 99.24

Limited Guarantee

This Limited Guarantee, dated as of March 4, 2020 (this “Limited Guarantee”), by ASOF Holdings I, L.P., a Delaware limited partnership (the “Guarantor”), is entered into in favor of Cincinnati Bell Inc., an Ohio corporation (in its capacity as the guaranteed party under this Limited Guarantee, the “Guaranteed Party”). Pursuant to the Agreement and Plan of Merger, dated as of March , 2020 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Guaranteed Party (in its capacity as Company under the Merger Agreement, the “Company”), Red Fiber Parent LLC, a Delaware limited liability company (“Parent”), and RF Merger Sub Inc., an Ohio corporation (“Merger Sub”), the Merger Sub shall be merged with and into the Company. The Merger Agreement provides that the Company shall continue as the surviving corporation and as a wholly owned subsidiary of Parent. Capitalized terms used in this Limited Guarantee but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

2. Other Guarantors. Except in accordance with the immediately following sentence, no claim(s) may be brought against (and no recovery as a result of such claim(s) may be obtained from) the Guarantor under this Limited Guarantee unless such claim(s) have been concurrently brought against the Other Guarantors in connection with the Limited Guarantees, dated as of the date of this Limited Guarantee (the “Other Limited Guarantees”), by MIP V (FCC) AIV, L.P. and Ares Special Situations Fund IV, L.P. (together, the “Other Guarantors”) in favor of the Company. The immediately preceding sentence shall not apply to the extent that: (i) the bringing of such claim(s) against the Other Guarantors is prohibited or stayed by any applicable Law; or (ii) each Other Guarantor has satisfied in full its obligation under the Other Limited Guarantees. The Company shall not release the Other Guarantors from any obligations under the Other Limited Guarantees or amend or waive any provision of the Other Limited Guarantees, except to the extent the Company offers to release the Guarantor under this Limited Guarantee in the same proportion or to amend or waive the provisions of this Limited Guarantee in the same manner. Notwithstanding anything to the contrary contained in this Limited Guarantee or any other document, the obligations of the Guarantor under this Limited Guarantee and of the Other Guarantors under the Other Limited Guarantees shall be several and not joint.

3. Terms of Limited Guarantee.

(iii) the addition, substitution or release of any other Person interested in the transactions contemplated by the Merger Agreement;

(vi) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Guaranteed Obligations.

4. Waiver of Acceptance, Presentment; Etc. The Guarantor irrevocably waives acceptance of this Limited Guarantee, presentment, demand and protest.

confer or give to any Person other than the Guaranteed Party (including any Person acting in a representative capacity) any rights or remedies against any Person, other than the rights of the Guaranteed Party against the Guarantor as expressly set forth in this Limited Guarantee.

12. Notices. Any notice, request, instruction or other document to be given under this Limited Guarantee by any party to the others shall be in accordance with Section 9.02 of the Merger Agreement.

If to the Guarantor, to it at:

ASOF Holdings I, L.P.

c/o Ares Management LLC

2000 Avenue of the Stars

12th Floor

Los Angeles, California 90067

Attn: PE General Counsel

Email: PEGeneralCounsel@aresmgmt.com

fbernshteyn@aresmgmt.com

bfriedman@aresmgmt.com

with a copy to (which shall not constitute notice):

Sullivan & Cromwell LLP

1888 Century Park East
21st Floor

Los Angeles, California 90067

Attention: Alison S. Ressler

Rita-Anne O’Neill

Email: resslera@sullcrom.com

oneillr@sullcrom.com

If to the Guaranteed Party, to the address indicated for it in Section 9.02 of the Merger Agreement.

13. GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Limited Guarantee as of the date first written above.

		ASOF HOLDINGS I, L.P.

		By: ASOF Management, L.P., its general partner
		By: ASOF Management GP LLC, its general partner


		By:	/s/ Aaron Rosen
		Name:	Aaron Rosen
		Title:	Authorized Signatory

[Signature Page to Limited Guarantee]

	CINCINNATTI BELL INC.

	By:
	Name:
	Title:

[Signature Page to Limited Guarantee]