Cincinnati Bell’s $2.849 Billion Merger with Brookfield

On March 5, 2020, Cincinnati Bell Inc. (“Cincinnati Bell”) announced that it has amended its definitive merger agreement with Brookfield Infrastructure and its institutional partners (collectively referred to as “Brookfield”) to increase the consideration payable to holders of outstanding shares of Cincinnati Bell common stock to $14.50 per share in cash from $13.50 per share in cash, which values the transaction at approximately $2.849 billion, including debt. Cravath is representing Cincinnati Bell in connection with the transaction.

Cincinnati Bell and Brookfield negotiated the amendment following the receipt by Cincinnati Bell on March 4, 2020 of a binding proposal to acquire all outstanding shares of Cincinnati Bell common stock for $14.50 per share from Macquarie Infrastructure and Real Assets Inc. (“the “Proposal”). Cincinnati Bell’s Board carefully reviewed the terms of the Proposal and the amended Brookfield transaction and determined that entering into the amendment to the Brookfield merger agreement was in the best interests of Cincinnati Bell and its shareholders.

This news follows Cincinnati Bell’s December 23, 2019 announcement of its original merger agreement with Brookfield, and the announcement of amended agreements for the merger on February 28, 2020 and March 4, 2020. The announcements about these agreements are available here, here and here, respectively.

The Cravath team is led by partner Robert I. Townsend III and includes senior attorney Brittain A. Rogers, associates Daniel J. Cerqueira and Ashkan Towhid and foreign associate attorney Dan McNamara on M&A matters; partners William V. Fogg and Stephen M. Kessing on financing matters; partners Andrew W. Needham and Christopher K. Fargo and associates Kiran Sheffrin and Kyle R. Jorstad on tax matters; partner Eric W. Hilfers and associates Sally Ye and Anna Mikaelyan on executive compensation and benefits matters; partner Matthew Morreale on environmental matters; senior attorney Joyce Law and practice area attorney Brian M. Budnick on real estate matters; and practice area attorney Anthony N. Magistrale on intellectual property matters. Ty A. Carleton also worked on M&A matters and Kelly Nichole King also worked on financing matters.