Hawaiian Telcom has informed its shareholders that the company’s $650 million sale to Cincinnati Bell could be completed as early as Saturday.
The local phone, TV and internet service provider made the announcement last week with Ohio-based Cincinnati Bell as part of a notice to Hawaiian Telcom shareholders saying they have until Thursday to decide whether to take cash, Cincinnati Bell stock or a mix of the two as payment for their Hawaiian Telcom shares.
The two companies announced their plan in July, and Hawaiian Telcom shareholders voted to accept the deal in November. Since then the sale plan has received approval from two Hawaii regulatory agencies and cleared a federal antitrust review, while one federal regulatory review is still pending.
The antitrust review under the Hart-Scott-Rodino Act was done in November. Then in December the Cable Television Division of the state Department of Commerce and Consumer Affairs gave its blessing with conditions. And the state Public Utilities Commission made a decision similar to DCCA’s in April.
Still outstanding is a review by the Federal Communications Commission. The two companies said the FCC decision can reasonably be expected on Saturday at the earliest, and so a deadline for shareholders to decide how they prefer to be compensated was set for two days ahead of that, or Thursday.
Hawaiian Telcom and Cincinnati Bell said there can be no assurance that the FCC approval will be obtained Saturday.
“The FCC is currently reviewing the merger, and this regulatory approval process continues to progress as anticipated,” the companies said in their announcement. “The parties believe such anticipated closing date is the earliest date on which all conditions precedent to the closing of the merger, including the receipt of the FCC approval, could reasonably be expected to be satisfied.”
Shareholders of Hawaiian Telcom, for each share they own, have an option to receive either $30.75 in cash, 1.6305 common shares of Cincinnati Bell stock or a mix of $18.45 in cash and 0.6522 Cincinnati Bell shares. The form of compensation is subject to proration so that it fits Cincinnati Bell’s overall payment of 60 percent in cash and
40 percent in stock.
Shares of Hawaiian Telcom closed Monday at $27.75. Cincinnati Bell shares closed at $14.
State-imposed conditions on the sale include maintaining Hawaiian Telcom labor agreements, keeping the local management and spending $20 million over the next four years to expand and improve Hawaiian Telcom’s network mainly by adding or upgrading service connections to 15,000 homes, including 9,000 on the neighbor islands.
Conditions also include limiting how much debt Hawaiian Telcom can carry, contributing $5 million to an unfunded pension liability and continuing an internet service offer with connection speeds of up to 7 megabits per second for downloads and up to 1 Mbps for uploads at $9.95 per month.
