STATE CONDITIONALLY APPROVES TRANSFER OF HAWAIIAN TELCOM SERVICES COMPANY, INC.’S O`AHU CABLE FRANCHISE TO CINCINNATI BELL INC.
News Release from DCCA, Dec 8, 2017
HONOLULU – The state Department of Commerce and Consumer Affairs’ (DCCA) Cable Television Division (CATV) conditionally approved the merger transaction transferring control of Hawaiian Telcom Services Company, Inc.’s (HTSC) O`ahu cable franchise to Cincinnati Bell Inc. (Cincinnati Bell).
Cincinnati Bell provides entertainment and communications services to more than 142,800 video subscribers in Indiana, Kentucky, and Ohio. Cincinnati Bell, HTSC and Hawaiian Telcom Holdco, Inc. (Holdco), the parent company of HTSC, filed an application in August to indirectly transfer control of HTSC’s Hawai`i cable franchise on O`ahu, pursuant to a merger transaction between Cincinnati Bell and Holdco.
“Upon an extensive review of the merger transaction application and related filings, which included a public hearing, we determined that the proposed transfer of HTSC’s O`ahu cable franchise to Cincinnati Bell, with the conditions imposed on by the state, is in the public’s best interest,” said CATV Administrator Ji Sook “Lisa” Kim. “As set forth in the Decision and Order, Cincinnati Bell is committed to improving and extending HTSC’s networks in Hawai`i and continuing to provide a low-cost Internet option for Hawai`i’s consumers.”
Decision & Order No. 370 giving DCCA’s conditional approval for the merger can be viewed at http://cca.hawaii.gov/catv. The requirements outlined in the Decision and Order include:
- Invest $20,000,000 to improve and build out HTSC’s networks and infrastructure in Hawai`i; and build out, at a minimum, 15,000 new or upgraded line extensions of HTSC’s networks to homes throughout the state within four (4) years of the close of the merger transaction.
- Adhere to all terms, requirements, conditions, and obligations of the current Cable Franchise Decision & Order, and any other orders and directives issued by the Director, including obligations related to system upgrades; institutional network connections; franchise fees; public, educational or government (i.e., PEG) access; Hawai`i Public Television Foundation; and all other existing cable franchise obligations.
- The merger will not result in service disruption or termination and will not involve a change in any customer’s existing service provider.
- Holdco and its subsidiaries, including HTSC, will continue to be locally managed from Hawai`i and its union labor agreements will be honored.
- Extension of HTSC’s current promotion of offering low-cost Internet service at speeds of up to seven (7) Megabits per second (Mbps) download and up to one (1) Mbps upload for NINE AND 95/100 DOLLARS ($9.95) per month.
- Adhere to federal laws and state rules regarding customer privacy standards and requirements for telecommunication carriers with respect to all of HTSC’s services, including customers of cable and broadband services, throughout the state.
- Commit to adhering to the principles of the 2015 FCC’s Open Internet Order (of no blocking, throttling (slowing down) or paid prioritization of Internet service) in the state for at least three (3) years after the closing of the merger transaction; with the option to seek relief if a change in the law results in competitive disadvantage or harm.
- Provide and deploy a mobile application that facilitates out-of-home public WiFi throughout the state within two (2) years of the close of the merger transaction through partnerships with Hawai`i businesses.
The merger and transfer of HTSC’s O`ahu cable franchise will not take place until all state and federal regulatory review of the merger transaction is completed.
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Cincinnati Bell-Hawaiian Telcom Merger Receives Hawai'i DCCA Approval
News Release from Cincinnati Bell and Hawaiian Tel, 12/08/17
CINCINNATI and HONOLULU, Dec. 8, 2017 -- Today the Hawai'i Department of Commerce and Consumer Affairs' (DCCA) Cable Television Division (CATV) announced the conditional approval of the transfer of control of Hawaiian Telcom's cable franchise to Cincinnati Bell Inc. (NYSE: CBB). This development is an important step in the process of satisfying the closing conditions of Cincinnati Bell's combination with Hawaiian Telcom Holdco, Inc.(NASDAQ: HCOM).
Leigh Fox, President and Chief Executive Officer of Cincinnati Bell, said, "We are pleased that our merger approval process is moving forward expeditiously and thank the DCCA for their leadership. The DCCA's approval is a significant step forward in the combination of Cincinnati Bell and Hawaiian Telcom, a merger that will accelerate our overarching strategy to create a diversified and balanced revenue mix by expanding our high-speed, high-bandwidth fiber optic network while building a complementary IT solutions and cloud services business in Cincinnati and Hawai'i."
Scott K. Barber, President and Chief Executive Officer of Hawaiian Telcom, commented, "This approval moves us one step closer to creating a stronger, more successful communications and technology company focused on serving our local customers with industry-leading products and services. The combination will ensure the continued build out of our Next Generation Fiber Network, enabling expanded access to high-capacity broadband and TV service across Hawai'i."
As outlined in the DCCA's Decision & Order No. 370, which can be viewed at http://cca.hawaii.gov/catv, Cincinnati Bell has committed to:
- investing $20 million dollars to improve and build out Hawaiian Telcom's Next Generation Fiber Network statewide within four years of the close of the merger;
- continuing local management of Hawaiian Telcom in Hawai'i, and honoring its union labor agreements; and
- adhering to laws and rules regarding customer privacy as well as open Internet.
In addition to this critical milestone, last month the merger cleared the Hart-Scott-Rodino Act review period and Hawaiian Telcom shareholders overwhelmingly approved the combination. Regulatory review processes are well underway with the Federal Communications Commission and the Public Utilities Commission of the State of Hawai'i. The merger approval process continues to progress as anticipated and the transaction is expected to close as soon as all regulatory approvals and other customary closing conditions are met.
About Cincinnati Bell Inc.
With headquarters in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE: CBB) provides integrated communications solutions - including local and long distance voice, data, high-speed Internet and video - that keep residential and business customers in Greater Cincinnati and Dayton connected with each other and with the world. In addition, enterprise customers across the United States and Canadarely on CBTS and OnX, wholly-owned subsidiaries, for efficient, scalable office communications systems and end-to-end IT solutions. For more information, please visit www.cincinnatibell.com. The information on the Company's website is not incorporated by reference in this press release.
About Hawaiian Telcom
Hawaiian Telcom (NASDAQ: HCOM), headquartered in Honolulu, is Hawai'i's Technology Leader, providing integrated communications, broadband, data center and entertainment solutions for business and residential customers. With roots in Hawai'i beginning in 1883, the Company offers a full range of services including Internet, video, voice, wireless, data network solutions and security, colocation, and managed and cloud services supported by the reach and reliability of its next generation fiber network and a 24/7 state-of-the-art network operations center. With employees statewide sharing a commitment to innovation and a passion for delivering superior service, Hawaiian Telcom provides an Always OnSM customer experience. For more information, visit hawaiiantel.com.