UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~October 930, 2017

Hawaiian Telcom Holdco, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-34686		16-1710376
(Commission File Number)		(IRS Employer Identification No.)

1177 Bishop Street, Honolulu, Hawaii		96813
(Address of Principal Executive Offices)		(Zip Code)

(808) 546-4511

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Section 18 — ~~Registrant’s~~Other ~~Business and Operations~~Events

Item 18.01 ~~Entry~~Other ~~Into a Material Definitive Agreement~~Events.

On October 13, 2017, a putative stockholder class action complaint (the “Complaint”) was filed in the United States District Court for the District of Hawai‘i against Hawaiian Telcom Holdco, Inc. (the “Company”), each member of the Company’s board of directors, Cincinnati Bell Inc. (“Cincinnati Bell”) and Twin Acquisition Corp (“Merger Sub”). This case is captioned Franchi v. Hawaiian Telcom Holdco, Inc., et al. (No. CV-17-00519) (the “Stockholder Litigation”). The Complaint alleges violations of federal securities laws due to the alleged omission of material information in the registration statement filed by Cincinnati Bell on Form S-4 on August 17, 2017 in connection with the Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”) entered into on July 9, 2017 by the Company, Cincinnati Bell and Merger Sub, a direct wholly owned subsidiary of Cincinnati Bell (which registration statement contains the form of proxy statement/prospectus mailed to stockholders of the Company beginning on October 10, 2017). The merger agreement provides for Merger Sub to be merged with and into the Company (the “merger”), after which the Company will survive the merger as a wholly owned subsidiary of Cincinnati Bell.

OnSupplemental July 9, 2017, Hawaiian Telcom Holdco, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cincinnati Bell Inc., an Ohio corporation (“Parent”), and Twin Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”).Disclosures

The ~~Merger~~additional ~~Agreement~~disclosures ~~provides~~contained ~~that,~~in ~~subject~~this toCurrent ~~the~~Report ~~terms~~on ~~and~~Form 8-K ~~conditions~~supplement ~~thereof, Merger Sub will be merged with and into~~ the ~~Company~~disclosures ~~(the~~contained ~~“Merger”) with the Company continuing as the surviving corporation~~ in the ~~Merger~~Definitive ~~(the~~Proxy ~~“Surviving~~Statement ~~Corporation”).~~on AtSchedule ~~the~~14A ~~effective~~filed time of the Merger (the “Effective Time”) each outstanding share of common stock of the Company (other than shares owned by the Company, Parent, Merger Sub or any direct or indirect wholly owned subsidiary of the Company or Parent, and shares whose holders seek appraisal and comply with ~~all related statutory requirements of~~ the ~~General~~Securities ~~Corporation Law of the State of Delaware) will cease to be outstanding~~ and ~~will~~Exchange beCommission ~~converted into the right to receive any one of the following forms of consideration~~ (~~in each case without interest and subject to any applicable tax withholding) (~~the “~~Merger Consideration~~SEC”), ~~the~~by ~~type of such Merger Consideration being at~~ the ~~election~~Company ofon ~~the holder thereof: (a)~~October ~~1.6305 fully paid and nonassessable common shares~~5, ~~par~~2017 ~~value $0.01 per share, of Parent~~ (the “~~Parent~~Definitive ~~Common~~Proxy ~~Shares~~Statement”) ~~(the “Share Consideration”)~~, (b) $0.6522 fully paid and nonassessable Parent Common Shares plus $18.45 in cash (the “Mixed Consideration”), or (c) $30.75 in cash (the “Cash Consideration”). Each holder of such common stock of the Company shall have the right, subject to the terms and conditions of the Merger Agreement, to specify the number of shares of stock with respect to which ~~such~~should holder will receive the Share Consideration, Mixed Consideration or Cash Consideration. Under the terms and conditions of the Merger Agreement, both the election to receive the Cash Consideration and the election to receive the Share Consideration will be ~~subject~~read ~~to proration and adjustment procedures intended to ensure that the total amount of cash paid, and the total number of Parent Common Shares issued,~~ in ~~the~~its Merger, as a whole, will equal as nearly as practicable the total amount of cash and number of Parent Common Shares that would have been paid and issued if all Company stockholders received the Mixed Considerationentirety. ~~Each share as to which the holder fails to make an election will be converted into the right to receive the Mixed Consideration.~~

~~Upon~~The ~~the~~Company ~~consummation~~believes ofthat ~~the~~no ~~Merger,~~further ~~(a) restricted~~disclosure ~~stock~~is ~~units~~required ~~granted~~to onsupplement orthe ~~after~~Definitive ~~January 1,~~Proxy ~~2017~~Statement ~~that~~under doapplicable ~~not~~laws; ~~provide~~however, ~~for~~to ~~automatic~~avoid ~~vesting upon~~ the ~~consummation~~risk ofthat the ~~Merger~~Stockholder ~~(i.e.,~~Litigation ~~“double~~may ~~trigger”~~delay ~~awards)~~or ~~will~~otherwise ~~each~~adversely beaffect ~~converted~~the ~~into~~consummation aof ~~time-based~~the ~~restricted~~merger ~~stock~~and ~~unit~~to ofminimize ~~Parent~~the ~~based~~expense onof andefending ~~exchange~~such ~~ratio~~actions, ~~derived from~~ the ~~Mixed~~Company ~~Consideration~~wishes into ~~accordance~~voluntarily ~~with~~make ~~the~~supplemental ~~terms~~disclosures ofrelated to the ~~Merger~~proposed ~~Agreement~~merger, ~~and (b)~~ all ~~other~~of ~~restricted~~which ~~stock~~are ~~units~~set ~~(which~~forth ~~shall~~below, ~~all~~in ~~accelerate~~response asto acertain ~~result~~ of the ~~Merger~~allegations raised in ~~accordance~~the ~~with~~Complaint. Nothing ~~their~~in ~~terms)~~this ~~(“Cash-Out~~Current ~~RSUs”)~~Report ~~will~~on ~~each~~Form 8-K shall be ~~converted~~deemed ~~into~~an ~~the~~admission ~~right to receive in respect~~ of ~~each~~the ~~share~~legal ofnecessity ~~common~~or ~~stock~~materiality of the ~~Company~~disclosures ~~subject~~set toforth ~~such~~herein. To ~~Cash-Out~~the ~~RSU~~contrary, ~~(i)~~ the ~~Merger~~Company ~~Consideration~~specifically ~~and~~denies ~~(ii) a~~all ~~cash~~allegations ~~payment~~in ~~equal~~the toStockholder ~~any~~Litigation ~~accrued~~that ~~dividend~~any ~~equivalents~~additional indisclosure ~~respect~~was ofor ~~each~~is ~~such~~required. To ~~restricted~~the ~~stock~~extent ~~unit,~~that ~~each~~information in ~~accordance~~this ~~with~~Current ~~the~~Report ~~terms~~on ofForm 8-K ~~the~~differs ~~Merger~~from ~~Agreement.~~or ~~Holders~~updates ofinformation ~~Cash-Out~~contained ~~RSUs~~in ~~will~~the beDefinitive ~~entitled~~Proxy toStatement, ~~elect~~ the ~~Share~~information ~~Consideration,~~in ~~Mixed~~this ~~Consideration~~Current orReport ~~Cash~~on ~~Consideration~~Form 8-K ~~with~~shall ~~respect~~supersede toor ~~each~~supplement ~~share~~the ofinformation ~~common~~in ~~stock of~~ the ~~Company~~Definitive ~~subject~~Proxy ~~to their Cash-Out RSUs~~Statement. Defined ~~Each~~terms ~~share~~used ofbut ~~Company~~not ~~common~~defined ~~stock~~herein ~~subject~~have tothe ameanings ~~Cash-Out~~set ~~RSU~~forth ~~with~~in ~~respect to which no election is made will receive~~ the ~~Mixed~~Definitive ~~Consideration~~Proxy Statement.

The board of directors of the Company (the “Board”) approved, and declared to be advisable, fair to and in the best interests of the Company’s stockholders, the Merger Agreement and the transactions contemplated thereby, including the Merger. Stockholders of the Company will be asked to vote on the adoption of the Merger Agreement at a special2

2The following disclosure supplements and restates the table under the first full paragraph on page 98 of the Definitive Proxy Statement (beginning “UBS reviewed, among other things, . . . .”) under the heading “The Merger—Opinion of Hawaiian Telcom’s Financial Advisor—Hawaiian Telcom Financial Analyses—Selected Public Companies Analysis”:

stockholders’ meeting that will be held on a date to be announced. The closing of the Merger is subject to the adoption of the Merger Agreement by the affirmative vote of a majority of the outstanding shares of common stock of the Company (the “Stockholder Approval”).

	Implied Multiples
	Enterprise Value as Multiple of EBITDA(1):
Selected Public Companies	2017E	2018E
Alaska Communications Systems Group, Inc.	4.9x	4.7x
Cincinnati Bell Inc.	7.1x	6.8x
Consolidated Communications Holdings, Inc.	6.0x	6.2x
Frontier Communications Corporation	5.3x	5.4x
Windstream Holdings, Inc.	4.6x	4.6x
Mean	5.6x	5.5x
Median	5.3x	5.4x
High	7.1x	6.8x
Low	4.6x	4.6x
Hawaiian Telcom Based on Closing Stock Price on July 7, 2017 of $24.44	5.4x	5.1x
Hawaiian Telcom Based on Per Share Value of the Aggregate Merger Consideration of $30.75	6.1x	5.7x

~~In addition to the Stockholder Approval condition, consummation of the Merger is subject to various conditions, including~~ (a1) ~~the~~Enterprise ~~approval~~value of ~~the~~Hawaiian ~~listing~~Telcom ~~on the New York Stock Exchange of the common shares of Parent issuable~~ as ~~Merger~~multiple ~~Consideration, (b) the effectiveness~~ of ~~the~~Adjusted Form S-4 filed by Parent with the Securities and Exchange Commission (the “SEC”) to register the common shares of Parent issuable as Merger Consideration, (c) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (d) the receipt of applicable consents, approvals or waivers (or the expiration of applicable waiting periods) from the Federal Communications Commission, state public service or state public utility commissions (including the Public Utilities Commission of the State of Hawaii), and certain governments of localities in connection with the provision of telecommunication and media services, (e) the absence of any order, injunction, law or action by a governmental entity preventing or prohibiting the consummation of the Merger, (f) the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers), (g) performance of material obligations in the Merger Agreement in all material respects, and (h) the absence of a material adverse effect on the Company or ParentEBITDA. ~~Consummation of the Merger is not subject to a financing condition.~~

The ~~Merger~~following ~~Agreement~~disclosure ~~contains~~supplements aand ~~“no-shop”~~restates ~~provision~~the ~~whereby,~~table ~~subject~~under ~~to certain exceptions,~~ the ~~Company~~second ~~will~~full ~~generally~~paragraph beon ~~prohibited from (a)~~page ~~directly~~99 or indirectly soliciting, initiating or knowingly encouraging, inducing or facilitating, or participating in any discussions or negotiations with respect to, or providing non-public information in connection with, any acquisition proposal or any inquiry or proposal that may reasonably be expected to lead to an acquisition proposal, (b) withdrawing (or modifying in any manner adverse to Parent), or proposing publicly to withdraw (or to modify in any manner adverse to Parent), the approval or recommendation of the ~~Board~~Definitive ~~that~~Proxy ~~the~~Statement ~~Company’s~~(beginning ~~stockholders~~“UBS ~~adopt~~reviewed the ~~Merger~~enterprise ~~Agreement,~~values ~~and~~. ~~(c) adopting,~~. ~~recommending or declaring advisable, or proposing publicly to adopt, recommend or declare advisable, any acquisition proposal or agreement relating to an acquisition proposal~~. ~~The no-shop provision is subject to a “fiduciary out~~.”) ~~provision that allows the Company,~~ under certain circumstances and in compliance with certain obligations, to provide non-public information and engage in discussions and negotiations with respect to an acquisition proposal that would reasonably be expected to lead to a superior proposal and, until Stockholder Approval is obtained, to change the ~~recommendation~~heading of“The ~~the Board. If the Board changes its recommendation, the Company will, unless Parent terminates the~~ Merger—Opinion ~~Agreement, be required to submit the Merger Agreement to a vote~~ of ~~stockholders~~Hawaiian atTelcom’s ~~the~~Financial ~~Company~~Advisor—Hawaiian ~~stockholders~~Telcom ~~meeting~~Financial ~~notwithstanding~~Analyses—Selected ~~the~~Transactions ~~Board’s change of recommendation.~~Analysis”:

The Merger Agreement contains certain termination rights for both the Company and Parent, and provides that, upon termination of the Merger Agreement by the Company or Parent upon specified conditions, the Company may be required to pay Parent a termination fee in the amount equal to $11.94 million. In addition, subject to certain exceptions and limitations, either party may terminate the Merger Agreement if the Merger is not consummated by October 9, 2018, subject to possible extension until January 9, 2019 to allow for the completion of certain regulatory approvals or if the Stockholder Approval has not yet been obtained.

		Implied Multiples
Acquiror / Target		Transaction Value as Multiple of Latest 12 Months EBITDA(1):
Consolidated Communications Holdings, Inc. / FairPoint Communications, Inc.		5.8x
Windstream Holdings, Inc. / EarthLink Holdings Corp.		4.8x
Frontier Communications Corporation / Verizon Wirelines Operations in California, Florida and Texas		6.2x
Consolidated Communications Holdings, Inc. / Enventis Corporation		7.2x
Frontier Communications Corporation / AT&T Wireline Residential and Business Services and Associated Assets in Connecticut		4.8x
Consolidated Communications Holdings, Inc. / SureWest Communications		6.4x
Mean		5.9x
Median		6.0x
High		7.2x
Low		4.8x
Hawaiian Telcom Based on Per Share Value of the Aggregate Merger Consideration of $30.75		6.0x

~~The Company has made certain representations, warranties and covenants in the Merger Agreement, including, among others, covenants~~ (a1) toTransaction ~~conduct~~value ~~its business in the ordinary course during the period between the execution~~ of ~~the~~Hawaiian ~~Merger~~Telcom ~~Agreement~~as ~~and~~multiple ~~the Effective Time, (b) not to engage in certain types~~ of ~~transactions~~Adjusted during this period unless agreed to in writing by Parent, (c) to convene and hold a meeting of its stockholders for the purpose of obtaining the Stockholder Approval and (d) to use its reasonable best efforts to obtain certain regulatory approvalsEBITDA.

Concurrently with the execution of the Merger Agreement, Parent and Twin Haven (as defined below) entered into a voting agreement pursuant to which, among other things, Twin Haven agreed to vote in favor of adoption of the Merger Agreement the lesser of (a) 25% of the outstanding shares of common stock of the Company or (b) the total number of shares of common stock of the Company then held by Twin Haven. The voting agreement will terminate on the earlier of (i) the conclusion of the meeting at which the Merger Agreement is submitted to a vote of the Company’s stockholders and at which Twin Haven votes its shares as specified in the voting agreement and (ii) the termination of the Merger Agreement in accordance with its terms. The Company is not a party to such voting agreement.3

3The following disclosure supplements and restates the paragraph beginning at the end of page 99 and continuing on to page 100 of the Definitive Proxy Statement (beginning “UBS performed a discounted . . . .”) under the heading “The Merger—Opinion of Hawaiian Telcom’s Financial Advisor—Hawaiian Telcom Financial Analyses—Discounted Cash Flow Analysis,” with the supplemental language in bold and underlined text:

~~The~~UBS ~~Merger~~performed ~~Agreement~~a ~~has~~discounted ~~been~~cash ~~included~~flow analysis of Hawaiian Telcom using the Updated Five-Year Hawaiian Telcom Forecast. UBS calculated a range of implied present values (as of June 30, 2017) of the standalone unlevered, after-tax free cash flows that Hawaiian Telcom was forecasted to ~~provide~~generate ~~investors~~from July 1, 2017 through calendar year 2021, and ~~security~~of ~~holders~~terminal ~~with~~values ~~information~~for ~~regarding~~Hawaiian ~~its~~Telcom ~~terms.~~based Iton isHawaiian ~~not~~Telcom’s ~~intended~~calendar year 2021 estimated Adjusted EBITDA, plus the present value of Hawaiian Telcom’s federal net operating loss carryforwards, referred to ~~provide~~as ~~any~~NOLs. ~~other~~Standalone ~~factual~~unlevered, ~~information~~after-tax ~~about~~free cash flows were derived from the ~~Company~~Updated Five-Year Hawaiian Telcom Forecast by subtracting from estimated Adjusted EBITDA stock-based compensation and other non-recurring items, ~~Parent~~depreciation orand ~~any~~amortization and taxes at an effective rate of ~~their~~38% ~~respective~~and ~~subsidiaries~~adding orto ~~affiliates.~~such ~~The~~amount ~~representations~~anticipated cash flow from Hawaiian Telcom’s Southeast Asia to United States trans-Pacific submarine cable system capacity agreements, ~~warranties~~depreciation and ~~covenants~~amortization ~~contained~~and subtracting from such amount capital expenditures, pension and other postemployment benefits, adding or subtracting, as applicable, increases or decreases in ~~the~~net ~~Merger~~working ~~Agreement~~capital ~~were~~and ~~made~~adding ~~only~~provisions for ~~purposes~~uncollectible amounts and other non-cash income. Implied terminal values were derived by applying to Hawaiian Telcom’s calendar year 2021 estimated Adjusted EBITDA a range of ~~the~~Adjusted ~~Merger~~EBITDA ~~Agreement~~terminal asvalue multiples of 4.5x to 5.5x. UBS selected the ~~specific~~range ~~dates~~of ~~therein,~~Adjusted ~~were~~EBITDA ~~solely~~multiples ~~for~~based ~~the~~on ~~benefit~~its professional judgment and expertise. Present values of ~~the~~cash ~~parties~~flows toand ~~the~~terminal ~~Merger~~values ~~Agreement,~~were ~~may~~calculated beusing ~~subject~~discount rates ranging from 7.00% to ~~limitations~~8.00%, ~~agreed~~based ~~upon~~on an analysis of Hawaiian Telcom’s weighted average cost of capital (derived by utilizing the ~~contracting~~capital ~~parties~~asset pricing model, ~~including~~and ~~being~~taking ~~qualified~~into byaccount ~~confidential~~macroeconomic ~~disclosures~~assumptions ~~made~~and ~~for~~estimates of risk, the ~~purposes~~expected cost of ~~allocating~~debt, ~~contractual~~expected ~~risk~~returns ~~between~~and other appropriate factors), and the ~~parties~~present tovalue of Hawaiian Telcom’s NOLs (the ~~Merger~~“Hawaiian ~~Agreement~~Telcom ~~instead~~NOLs”) was calculated by discounting the estimated value of ~~establishing~~the ~~these~~cash ~~matters~~tax assavings ~~facts~~from ~~(such~~usage ~~disclosures~~of ~~include~~the ~~information~~Hawaiian ~~that~~Telcom ~~has~~NOLs, ~~been~~as ~~included~~set forth in ~~the~~Hawaiian ~~Company~~Telcom’s public ~~disclosures~~filings and approved for UBS’s use by Hawaiian Telcom’s management, asusing ~~well~~a asdiscount ~~additional~~rate ~~non~~of 7.50%, the mid-~~public~~point ~~information)~~of the range, ~~and~~based ~~may~~on beHawaiian ~~subject~~Telcom’s weighted average cost of capital. The discounted cash flow analysis resulted in a range of implied present values of $23.31 to ~~standards~~$33.31 per share of ~~materiality~~Hawaiian ~~applicable~~Telcom common stock, as compared to the ~~contracting~~per ~~parties~~share ~~that~~value ~~differ~~of ~~from~~the ~~those~~aggregate ~~applicable~~merger toconsideration ~~investors~~of $30.75.

~~Investors~~The ~~are~~following ~~not~~disclosure ~~third-party~~supplements ~~beneficiaries under the Merger Agreement (except for the right of holders of common stock of the Company to receive the Merger Consideration from~~ and ~~after~~restates the ~~consummation~~paragraph ofbeginning ~~the~~on ~~Merger)~~page 100 and ~~should~~continuing ~~not rely~~ on ~~the~~to ~~representations,~~page 101 ~~warranties and covenants or any descriptions thereof as characterizations~~ of the ~~actual~~Definitive ~~state~~Proxy ofStatement ~~facts~~(beginning or“UBS ~~condition~~performed ofa ~~the~~discounted ~~parties~~. ~~thereto~~. or. ~~any of their respective subsidiaries or affiliates~~.”) ~~Additionally,~~under the ~~representations,~~heading ~~warranties,~~“The ~~covenants,~~Merger—Opinion ~~conditions and other terms~~ of ~~the~~Hawaiian ~~Merger~~Telcom’s ~~Agreement~~Financial ~~may~~Advisor—Cincinnati beBell ~~subject~~Financial toAnalyses—Discounted ~~subsequent~~Cash ~~waiver~~Flow orAnalyses—Cincinnati ~~modification. Moreover,~~Bell ~~information~~Pro ~~concerning~~Forma ~~the~~for ~~subject matter of~~ the ~~representations~~OnX Acquisition,” ~~warranties~~with ~~and covenants may change after~~ the ~~date~~supplemental oflanguage ~~the Merger Agreement, which subsequent information may or may not be fully reflected~~ in ~~the~~bold ~~Company’s~~and ~~public~~underlined ~~disclosures.~~text:

AUBS ~~copy~~performed a discounted cash flow analysis of Cincinnati Bell, taking into account the ~~Merger~~pro ~~Agreement~~forma iseffect ~~filed~~of asthe ~~Exhibit~~OnX acquisition, but without giving effect to the merger, using (i) ~~2.1~~financial forecasts and estimates relating to ~~this~~Cincinnati ~~Current~~Bell ~~Report~~prepared onby ~~Form~~Hawaiian Telcom’s management and (ii) ~~8-K~~estimates of the pro forma effect of the OnX acquisition and isthe ~~incorporated~~synergies ~~herein~~anticipated to result from the OnX acquisition prepared by ~~reference~~the ~~thereto~~management of Cincinnati Bell and approved for UBS’s use by Hawaiian Telcom. ~~The~~UBS ~~foregoing~~calculated ~~description~~a range of implied present values (as of June 30, 2017) of the ~~Merger~~unlevered, ~~Agreement~~after-tax ~~does~~free ~~not~~cash ~~purport~~flows that Cincinnati Bell was forecasted to begenerate ~~complete~~from July 1, 2017 through calendar year 2021, and isof ~~qualified~~terminal values for Cincinnati Bell based on Cincinnati Bell’s calendar year 2021 estimated Adjusted EBITDA (as defined in ~~its~~the ~~entirety~~section byof ~~reference~~this proxy statement/prospectus titled “—Certain Hawaiian Telcom Unaudited Management Financial Forecasts—Use of Non-GAAP Measures in the Hawaiian Telcom Management CBB Forecasts”), plus the present value of Cincinnati Bell’s NOLs, in each case taking into account the pro forma effect of the OnX acquisition, but without giving effect to the ~~full~~merger. ~~text~~Unlevered, after-tax free cash flows were derived from the Five-Year Cincinnati Bell Forecast (Pro Forma for OnX Acquisition) by subtracting from estimated Adjusted EBITDA stock-based compensation, depreciation and amortization and taxes at an effective rate of 38% and adding to such ~~agreement~~amount depreciation and amortization and subtracting from such amount capital expenditures, pension and other postemployment benefits, adding or subtracting, as applicable, increases or decreases in net working capital and adding provisions for loss on receivables, non-cash interest expense and loss on debt extinguishment and other. Implied terminal values were derived by applying to Cincinnati Bell’s calendar year 2021 estimated Adjusted EBITDA (taking into account the pro forma effect of the OnX acquisition, but without giving effect to the merger) a range of Adjusted EBITDA terminal value multiples of 6.5x to 7.5x. UBS selected the range of Adjusted EBITDA multiples based on its professional judgment and expertise. Present values of cash flows and terminal values were

~~Amendments to Nomination, Standstill and Support Agreement~~4

Oncalculated ~~July 9,~~using ~~2017,~~discount ~~the~~rates ~~Company~~ranging ~~entered~~from ~~into Amendment No~~6. 150% to ~~Nomination~~7.50%, ~~Standstill~~based ~~and~~on ~~Support~~an ~~Agreement~~analysis ~~(the~~of ~~“Twin~~Cincinnati ~~Haven~~Bell’s ~~Amendment”)~~weighted ~~with~~average ~~Twin~~cost ~~Haven~~of ~~Special~~capital ~~Opportunities~~(derived ~~Fund~~by ~~III,~~utilizing ~~L.P.,~~the ~~Twin~~capital ~~Haven~~asset ~~Special~~pricing ~~Opportunities Partners III~~model, ~~L.L.C.,~~and ~~Twin~~taking ~~Haven~~into ~~Special~~account ~~Opportunities~~macroeconomic ~~Fund~~assumptions ~~IV, L.P., Twin Haven Special Opportunities Partners IV, L.L.C.~~ and ~~Twin~~estimates ~~Haven~~of ~~Capital Partners~~risk, ~~L.L.C. (collectively, “Twin Haven”). The Twin Haven Amendment amends~~ the ~~Nomination,~~expected ~~Standstill~~cost ~~and~~of ~~Support Agreement~~debt, ~~dated~~expected asreturns ofand ~~Mach~~other ~~14,~~appropriate ~~2016~~factors), toand ~~provide that, with respect to~~ the ~~transactions~~present ~~contemplated~~value byof ~~the~~Cincinnati ~~Merger Agreement and Twin Haven~~Bell’s ~~voting~~NOLs ~~agreement with Parent,~~ (a) the ~~obligation~~“Cincinnati ofBell ~~Twin~~NOLs”) ~~Haven~~was ~~and~~calculated ~~its~~by ~~affiliates~~discounting ~~to vote in accordance with~~ the ~~recommendation~~estimated value of the ~~Board~~cash ~~shall~~tax ~~apply~~savings ~~only~~from ~~with~~usage ~~respect~~of toCincinnati ~~the~~Bell’s ~~lesser~~NOLs, ofas ~~(i) all~~set offorth ~~the~~in ~~voting~~Cincinnati ~~securities~~Bell’s ~~owned~~public byfilings ~~Twin Haven~~ and ~~its~~approved ~~affiliates,~~for ~~directly~~UBS’s oruse ~~indirectly,~~by orHawaiian ~~(ii) the~~Telcom’s ~~portion~~management, ofusing ~~such~~a ~~voting~~discount ~~securities~~rate ~~equal to not more than 25%~~ of ~~the aggregate voting securities then issued and outstanding~~7.00%, ~~(b) Twin Haven will not be required to vote in accordance with~~ the ~~recommendation~~mid-point of the ~~Board~~range, tobased ~~the~~on ~~extent~~Cincinnati ~~doing~~Bell’s soweighted ~~would~~average ~~violate~~cost ~~the terms~~ of ~~its~~capital. ~~voting~~The ~~agreement~~discounted ~~with~~cash ~~Parent~~flow ~~and~~analysis ~~(c) entry~~resulted ~~into~~in ~~and~~a ~~compliance~~range ~~with~~of ~~the~~implied ~~voting~~present ~~agreement~~values ~~with~~of ~~Parent~~$14.76 ~~will not be deemed~~ to ~~violate~~$22.86 ~~the~~per ~~terms~~Cincinnati ~~and~~Bell ~~conditions~~common ~~of Twin Haven’s Nomination~~share, ~~Standstill~~as ~~and~~compared ~~Support~~to ~~Agreement. The Twin Haven Amendment also provides that~~ the ~~Company~~volume ~~will~~weighted ~~reimburse~~average ~~Twin~~price ~~Haven’s reasonable and documented costs and expenses, up to a maximum~~ of ~~$50,000,~~Cincinnati ~~incurred~~Bell incommon ~~connection~~shares ~~with~~for ~~entering into~~ the ~~voting~~20-day ~~agreement~~period ~~with~~ended ~~Parent~~July 7, ~~the~~2017 ~~Twin~~of ~~Haven Amendment and the transactions contemplated thereby~~$18.86.

AThe ~~copy~~following ofdisclosure ~~the~~supplements ~~Twin~~and ~~Haven~~restates ~~Amendment~~the isfirst ~~filed~~full asparagraph ~~Exhibit~~on page ~~10.1~~101 toof ~~this~~the ~~Current~~Definitive ~~Report~~Proxy onStatement ~~Form 8-K~~(beginning ~~and~~“UBS also isperformed ~~incorporated~~. ~~herein~~. by. ~~reference thereto~~.”) ~~The~~under ~~foregoing~~the ~~description~~heading “The Merger—Opinion of ~~the~~Hawaiian ~~Twin~~Telcom’s ~~Haven~~Financial ~~Amendment~~Advisor—Cincinnati ~~does~~Bell ~~not~~Financial ~~purport~~Analyses—Discounted toCash beFlow ~~complete~~Analyses—Cincinnati ~~and~~Bell isPro ~~qualified~~Forma infor ~~its~~Both ~~entirety~~the byMerger ~~reference~~and tothe OnX Acquisition,” with the ~~full~~supplemental ~~text~~language ofin ~~such~~bold ~~agreement.~~and underlined text:

4UBS also performed discounted cash flow analyses of Cincinnati Bell, taking into account the pro forma effect of both the merger and the OnX acquisition, using (i) financial forecasts and estimates relating to Cincinnati Bell prepared by Hawaiian Telcom’s management and (ii) estimates of the pro forma effect of the merger and the OnX acquisition and the synergies anticipated to result from the merger and the OnX acquisition prepared by the management of Cincinnati Bell and approved for UBS’s use by Hawaiian Telcom. UBS calculated a range of implied present values (as of June 30, 2017) of the unlevered, after-tax free cash flows that Cincinnati Bell was forecasted to generate from July 1, 2017 through calendar year 2021, and of terminal values for Cincinnati Bell based on Cincinnati Bell’s calendar year 2021 estimated Adjusted EBITDA, plus the present value of Cincinnati Bell’s NOLs, in each case taking into account the pro forma effect of both the merger and the OnX acquisition. Unlevered, after-tax free cash flows were derived from the Five-Year Cincinnati Bell Forecast (Pro Forma for OnX Acquisition and the Merger) by subtracting from estimated Adjusted EBITDA stock-based compensation and other non-recurring items, depreciation and amortization and taxes at an effective rate of 38% and adding to such amount anticipated cash flow from Hawaiian Telcom’s Southeast Asia to United States trans-Pacific submarine cable system capacity agreements, depreciation and amortization and subtracting from such amount capital expenditures, pension and other postemployment benefits, adding or subtracting, as applicable, increases or decreases in net working capital and adding provisions for uncollectible amounts, other non-cash income, loss on receivables, non-cash interest expense, loss on debt extinguishment and other. Implied terminal values were derived by applying to Cincinnati Bell’s calendar year 2021 estimated Adjusted EBITDA (taking into account the pro forma effect of both the merger and the OnX acquisition) a range of Adjusted EBITDA terminal value multiples of 6.0x to 7.0x. UBS selected the range of Adjusted EBITDA multiples based on its professional judgment and expertise. Present values of cash flows and terminal values were calculated using discount rates ranging from 6.50% to 7.50%, based on an analysis of Cincinnati Bell’s weighted average cost of capital (derived by utilizing the capital asset pricing model, and taking into account macroeconomic assumptions and estimates of risk, the expected cost of debt, expected returns and other appropriate factors), and the present value of Cincinnati Bell’s NOLs was calculated by discounting the estimated values of the cash tax savings from usage of the Hawaiian Telcom NOLs and the Cincinnati Bell NOLs using a discount rate of 7.00%, the mid-point of the range, based on Cincinnati Bell’s weighted average cost of capital. UBS then calculated a range of implied present values per Hawaiian Telcom share of the merger consideration, assuming for purposes of the calculation, that (a) a holder of Hawaiian Telcom common stock would elect to receive the mixed consideration of $18.45 in cash and 0.6522 Cincinnati Bell common shares and (b) a holder of Hawaiian Telcom common stock would elect to receive the share consideration of 1.6305 Cincinnati Bell common shares and not be subject to proration. These discounted cash flow analyses resulted in ranges of implied present values per Hawaiian Telcom share of the merger consideration based upon (1) the mixed consideration, of $27.70 to $33.88, and (2) the share consideration, of $23.11 to $38.57, as compared to the per share value of the aggregate merger consideration of $30.75.

~~Section~~ 5 ~~— Corporate Governance and Management~~

~~Item~~The 5following disclosure supplements and restates the third full paragraph on page 102 of the Definitive Proxy Statement (beginning “Under the terms .03 ~~Amendments~~. to. ~~Articles~~.”) under the heading “The Merger—Opinion of ~~Incorporation~~Hawaiian orTelcom’s ~~Bylaws;~~Financial ~~Change~~Advisor—Miscellaneous,” with the supplemental language in ~~Fiscal~~bold ~~Year.~~and underlined text:

~~Effective~~Under ~~July 9, 2017, in accordance with Section 7.12 of~~ the ~~Amended~~terms ~~and Restated Bylaws~~ of ~~the~~UBS’s ~~Company~~engagement, ~~(the~~Hawaiian ~~“Company~~Telcom ~~Bylaws”)~~agreed ~~and~~to ~~Article V~~pay ofUBS ~~the~~for ~~Amended~~its ~~and~~financial ~~Restated~~advisory ~~Certificate~~services ofin ~~Incorporation~~connection ofwith the ~~Company,~~merger ~~the Board approved~~ an ~~amendment~~aggregate tofee ~~add~~currently aestimated ~~new Article VIII~~ to ~~the~~be ~~Company~~approximately ~~Bylaws~~$8.9 tomillion, ~~provide~~of ~~that~~which ~~(a) unless~~$750,000 ~~the~~became ~~Company,~~payable in ~~writing,~~connection ~~selects~~with ~~or consents to~~ the ~~selection~~delivery of anUBS’s ~~alternative~~opinion ~~forum,~~and the ~~sole~~remainder ~~and~~of ~~exclusive~~which ~~forum~~is ~~for~~contingent ~~any~~upon ~~current~~consummation orof ~~former~~the ~~stockholder~~merger. ~~(including~~In ~~any~~addition, ~~current~~Hawaiian orTelcom ~~former~~agreed ~~beneficial owner)~~ to ~~bring~~reimburse ~~claims,~~UBS ~~including~~certain ~~claims in the right~~ of ~~the~~UBS’s ~~Company~~expenses arising, ~~(i) that~~and ~~are~~indemnify ~~based~~UBS ~~upon~~against acertain ~~violation~~liabilities ofthat amay ~~duty by a current or former director~~arise, ~~officer~~out orof ~~stockholder~~UBS’s inengagement. ~~such~~In ~~capacity, or (ii) as to which~~ the ~~General~~past, ~~Corporation~~UBS ~~Law~~and ofits ~~the~~affiliates ~~State~~have ofprovided ~~Delaware~~investment ~~confers~~banking, ~~jurisdiction~~commercial ~~upon~~banking ~~the~~and ~~Court~~other offinancial ~~Chancery,~~services to ~~the~~Hawaiian ~~fullest~~Telcom ~~extent~~and ~~permitted~~Cincinnati byBell ~~law,~~unrelated ~~and subject~~ to ~~applicable~~the ~~jurisdictional~~proposed ~~requirements~~merger, ~~shall~~however, beUBS ~~the~~has ~~Court~~not ofreceived ~~Chancery~~compensation offrom ~~the~~Hawaiian ~~State~~Telcom ~~of Delaware (~~or, ifCincinnati ~~the~~Bell ~~Court~~for ofproviding ~~Chancery~~any ~~does~~such ~~not~~services ~~have~~unrelated ~~jurisdiction,~~to the ~~Superior~~proposed ~~Court~~merger ofin the ~~State~~two-year ofperiod ~~Delaware~~ended ~~(Complex~~July 9, ~~Commercial~~2017. ~~Division)~~In oraddition, ifduring ~~such~~the ~~court~~period ~~would~~from ~~have jurisdiction~~January 1, ~~the~~2013 ~~United~~to ~~States~~July 9, ~~District~~2015, ~~Court~~UBS ~~for~~received ~~the~~less ~~district~~than of$5 ~~Delaware),~~million ~~and~~in ~~(b) any~~aggregate ~~current~~compensation orfrom ~~former~~Hawaiian ~~stockholder~~Telcom ~~(including~~and ~~any~~Cincinnati ~~current~~Bell orfor ~~former~~such ~~beneficial~~services ~~owner)~~unrelated ~~that~~to ~~files~~the anproposed ~~action,~~merger. ~~within~~In the ~~scope~~ordinary ~~described~~course inof ~~clauses (a)(i) and (a)(ii) above~~business, inUBS ~~any~~and ~~court~~its ~~other~~affiliates ~~than~~may ~~those~~hold ~~designated~~or intrade, ~~clause~~for ~~(a) above~~their isown ~~deemed~~accounts toand ~~have consented to~~ the ~~personal~~accounts ~~jurisdiction~~ of ~~such~~their ~~courts~~customers, insecurities ~~the State~~ of ~~Delaware~~Hawaiian inTelcom ~~connection~~and ~~with~~Cincinnati ~~such~~Bell, ~~action~~ and, toaccordingly, ~~service~~may ofat ~~process~~any ~~upon~~time ~~such~~hold ~~stockholder’s~~a ~~counsel~~long asor ~~agent~~short ~~for~~position in such ~~stockholder~~securities.

The ~~foregoing~~following ~~description~~disclosure ofis ~~the~~an ~~amendment~~additional toparagraph ~~the~~that ~~Company~~is ~~Bylaws~~inserted ~~provided~~after ~~herein~~the islast ~~qualified~~table inon ~~its~~page 108 ~~entirety~~of bythe ~~reference~~Definitive toProxy Statement under the ~~full~~heading ~~text~~“The ofMerger—Certain ~~the~~Hawaiian ~~Amendment~~Telcom toUnaudited ~~Bylaws,~~Management ~~which~~Financial isForecasts—The ~~filed~~Five-Year asHawaiian ~~Exhibit 3.1~~Telcom ~~hereto~~Forecast and ~~incorporated~~the ~~herein~~Updated byFive-Year ~~reference.~~Hawaiian Telcom Forecast”:

As set forth in Hawaiian Telcom’s Form 10-K for the fiscal year ended December 31, 2016, as of December 31, 2016, net operating losses available to Hawaiian Telcom for carry forward through 2036 amounted to $166.5 million for federal purposes.

~~Section~~The 9following disclosure is an additional paragraph that is inserted after the first full paragraph on page 110 of the Definitive Proxy Statement (beginning “Reconciliations of the non-GAAP . . . .”) under the heading “The Merger—Certain Hawaiian Telcom Unaudited Management Financial ~~Statements~~Forecasts—The Five-Year Cincinnati Bell Forecast (Pro Forma for OnX Acquisition) and ~~Exhibits~~the Five-Year Cincinnati Bell Forecast (Pro Forma for OnX Acquisition and the Merger)”:

~~Item~~As 9set forth in Cincinnati Bell’s Form 10-K for the fiscal year ended December 31, 2016, as of December 31, 2016, Cincinnati Bell had federal tax operating loss carryforwards with a deferred tax asset value of $76.018 ~~Financial~~million, ~~Statements~~with ~~and~~the ~~Exhibits~~majority of the remaining federal tax loss carryforwards generally expiring in 2023.

~~(d)~~No ~~Exhibits~~Offer or Solicitation

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of July 9, 2017, by and among Hawaiian Telcom Holdco, Inc., Cincinnati Bell Inc. and Twin Acquisition Corp.
3.1		Amendment to Bylaws
10.1		Amendment No. 1 to Nomination, Standstill and Support Agreement, dated as of July 9, 2017, by and among Hawaiian Telcom Holdco, Inc., Twin Haven Special Opportunities Fund III, L.P., Twin Haven Special Opportunities Partners III, L.L.C., Twin Haven Special Opportunities Fund IV, L.P., Twin Haven Special Opportunities Partners IV, L.L.C. and Twin Haven Capital Partners, L.L.C.

This report is neither an offer to sell, nor a solicitation of an offer to buy any securities, the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.6

Additional Information and Where to Find Itit

InThe ~~connection with the~~ proposed ~~Merger,~~transaction involving the Company ~~intends~~and toCincinnati ~~file~~Bell awill ~~preliminary~~be ~~proxy~~submitted ~~statement~~to ~~and~~the ~~file~~Company’s orstockholders ~~furnish~~for ~~other~~their ~~relevant~~consideration. ~~materials~~In connection with the ~~SEC.~~proposed ~~Once~~transaction, ~~the~~Cincinnati ~~SEC~~Bell ~~completes~~has ~~its~~filed ~~review~~with of the ~~preliminary~~SEC ~~proxy statement,~~ a ~~definitive~~registration ~~proxy~~ statement ~~and~~on aForm S-4 ~~form~~on ofAugust 17, ~~proxy~~2017, ~~will~~as beamended ~~filed~~on ~~with~~August 30, ~~the~~2017 ~~SEC~~ and ~~mailed~~October 2, to2017 (the ~~stockholders~~“Amended ofRegistration ~~the~~Statement”) ~~Company.~~(which ~~Parent~~Amended ~~also~~Registration ~~intends~~Statement towas ~~file~~declared ~~with~~effective ~~the SEC a registration statement~~ on ~~Form~~October ~~S-4~~5, ~~in connection with the Merger~~2017), which ~~will~~includes ~~include the definitive proxy statement and~~ a final prospectus with respect to ~~Parent~~Cincinnati Bell’s common shares to be issued in ~~connection~~the ~~with~~proposed ~~the~~transaction ~~Merger. BEFORE~~and ~~MAKING~~the ~~ANY~~Definitive ~~VOTING~~Proxy ~~DECISION~~Statement, ~~THE~~and ~~COMPANY’S~~the ~~STOCKHOLDERS~~Company ~~ARE~~began ~~URGED~~mailing TOthe ~~READ~~Definitive ~~THE~~Proxy ~~PROXY~~Statement ~~STATEMENT~~to INits ~~ITS~~stockholders ~~ENTIRETY~~on ~~WHEN~~October 10, IT2017 ~~BECOMES~~and ~~AVAILABLE~~may ~~AND~~file ~~ANY~~other ~~OTHER~~documents ~~DOCUMENTS~~regarding TOthe BEproposed ~~FILED~~transaction ~~WITH~~with ~~THE~~the SEC. INSECURITY ~~CONNECTION~~HOLDERS ~~WITH~~ARE ~~THE~~URGED ~~PROPOSED~~AND ~~MERGER (INCLUDING,~~ADVISED ~~BUT NOT LIMITED~~ TO, ~~THE~~READ ~~REGISTRATION~~ALL ~~STATEMENT~~RELEVANT ONMATERIALS ~~FORM S-4~~ FILED BYWITH ~~PARENT)~~THE ORSEC, INCLUDING ~~INCORPORATED~~THE BYAMENDED ~~REFERENCE~~REGISTRATION INSTATEMENT AND THE DEFINITIVE PROXY STATEMENT, ~~(IF~~CAREFULLY, ~~ANY)~~ BECAUSE THEY ~~WILL~~ CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ~~MERGER~~TRANSACTION AND ~~THE~~RELATED ~~PARTIES~~MATTERS. TOThe ~~THE~~Amended ~~PROPOSED~~Registration ~~MERGER.~~Statement ~~Investors~~ and ~~stockholders~~the ~~may~~Definitive ~~obtain~~Proxy aStatement ~~free~~and ~~copy~~any ofother documents filed or furnished by ~~the~~Cincinnati ~~Company~~Bell ~~and~~or ~~Parent~~the Company with the SEC may be obtained free of charge at the SEC’s ~~website~~web site at ~~http://~~www.sec.gov. In addition, ~~investors~~security ~~and~~holders ~~stockholders~~are ~~may~~able to obtain a free ~~copy~~copies of the ~~Company’s~~Amended ~~filings~~Registration ~~with~~Statement ~~the~~and ~~SEC from~~ the ~~Company’s~~Definitive ~~website~~Proxy atStatement ~~http://ir.hawaiiantel.com~~from orCincinnati Bell by ~~directing~~going ~~a request~~ to: ~~Hawaiian~~its ~~Telcom~~investor ~~Holdco, Inc.,~~relations ~~1177 Bishop Street, Honolulu, HI 96813, Attention: Secretary, (808)~~page ~~546-4511.~~on ~~Investors~~its ~~and~~corporate ~~stockholders~~web ~~may~~site ~~obtain a free copy of Parent’s filings with the SEC from Parent’s website~~ at ~~http://investor~~www.cincinnatibell.com orand byfrom ~~directing~~the aCompany ~~request~~by going to: ~~Cincinnati~~its ~~Bell~~investor ~~Inc.,~~relations ~~221~~page on ~~East~~its ~~Fourth~~corporate ~~Street,~~web ~~Cincinnati,~~site OHat ~~45202, Attention: Corporate Secretary, (513) 397-9900~~www.hawaiiantel.com.

Participants in the Solicitation

The Company, ~~Parent~~Cincinnati Bell, ~~and~~ their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies ~~from~~in ~~stockholders~~connection ofwith the ~~Company~~proposed intransaction ~~favor~~involving of the ~~proposed~~Company ~~Merger~~and Cincinnati Bell. Information about ~~the~~Cincinnati ~~Company~~Bell’s directors and executive officers is set forth in its ~~annual report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on March 14, 2017, and its~~ definitive proxy statement for its 2017 ~~annual~~Annual ~~meeting~~Meeting of ~~stockholders~~Shareholders, which was filed with the SEC on March 1424, 2017., ~~Information~~and information about ~~Parent~~the Company’s directors and executive officers is set forth in its definitive proxy statement for its 2017 ~~annual~~Annual ~~meeting~~Meeting of ~~shareholders~~Stockholders, which was filed with the SEC on March 2414, 2017, and in the Amended Registration Statement (which Amended Registration Statement was declared effective on October 5, 2017). These documents are available free of charge from the sources indicated above., ~~Certain~~and ~~directors,~~from ~~executive~~Cincinnati ~~officers,~~Bell ~~and~~by ~~employees~~going ofto ~~the~~its ~~Company~~investor orrelations ~~Parent~~page on ~~may~~its ~~have~~corporate ~~direct~~web orsite ~~indirect~~at ~~interests~~www.cincinnatibell.com inand from the ~~proposed~~Company ~~Merger~~by ~~due~~going to ~~securities~~its ~~holdings,~~investor ~~vesting~~relations ofpage on ~~equity~~its ~~awards~~corporate orweb ~~rights~~site toat ~~severance payments~~www.hawaiiantel.com. Additional information regarding the ~~direct and indirect~~ interests of ~~these individuals and other persons who may be deemed to be~~ participants in the solicitation ~~will~~of beproxies ~~included~~ in connection with the ~~registration~~proposed ~~statement,~~transaction involving the ~~proxy~~Company ~~statement~~ and ~~other~~Cincinnati ~~relevant~~Bell ~~materials~~is ~~with~~included ~~respect~~in to the ~~Merger~~Amended ~~that~~Registration ~~the~~Statement ~~Company~~ and ~~Parent~~the ~~intend~~Definitive toProxy ~~file with the SEC~~Statement.

NoForward-Looking ~~Offer or Solicitation.~~Statements

~~The~~Statements ~~information~~about the expected timing, completion and effects of the proposed merger and related transactions and all other statements in this ~~communication~~report isand ~~for~~any ~~informational~~exhibits ~~purposes~~furnished ~~only~~or filed herewith, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this report, the words “expect,” “believe,” “anticipate,” “goal,” “plan,” “intend,” “estimate,” “may,” “will” or similar words are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and isany ~~neither~~such anforward-looking ~~offer~~statements are qualified in their entirety by reference to ~~purchase,~~the ~~nor~~following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a ~~solicitation~~number of anassumptions, ~~offer~~risks, uncertainties and other factors that could cause the actual results to ~~sell,~~differ ~~subscribe~~materially ~~for~~from orsuch ~~buy~~forward-looking ~~any~~statements, ~~securities~~including, orbut not limited to (1) the ~~solicitation~~occurrence of any ~~vote~~event, change or ~~approval~~other incircumstances ~~any~~that ~~jurisdiction~~could ~~pursuant~~give rise to the termination of the merger agreement or inconditions ~~connection~~to ~~with~~the closing of the ~~proposed~~merger ~~transactions~~may not be satisfied or ~~otherwise~~waived, ~~nor~~(2) the ~~shall~~failure ~~there~~to beobtain ~~any~~the ~~sale,~~approval ~~issuance~~of the Company’s stockholders or ~~transfer~~the offailure ~~securities~~to insatisfy ~~any~~the ~~jurisdiction~~closing inconditions, ~~contravention~~(3) risks related to disruption of ~~applicable~~management’s ~~law.~~attention Nofrom ~~offer~~the Company’s ongoing business operations due to the proposed merger, (4) the effect of ~~securities~~the ~~shall~~announcement beof ~~made~~the ~~except~~merger byon ~~means~~the ability of athe ~~prospectus~~Company ~~meeting~~to retain and hire key personnel and maintain relationships with its customers, suppliers, operating results and business generally, (5) the ~~requirements~~transaction may involve unexpected costs, liabilities or delays, (6) the Company’s business may suffer as a result of ~~Section~~the uncertainty surrounding the transaction, (7) 10the outcome of any legal proceeding relating to the ~~Securities~~transaction, ~~Act~~(8) the Company may be adversely affected by other economic, business and/or ~~otherwise~~competitive infactors, ~~accordance~~and ~~with~~(9) other ~~applicable~~risks ~~law~~to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all.

~~Forward-Looking Statements~~7

~~Statements~~Actual ~~about~~results ~~the~~may ~~expected~~differ ~~timing~~materially from those indicated by such forward-looking statements. In addition, ~~completion~~the ~~and~~forward-looking ~~effects~~statements represent the Company’s views as of the ~~proposed~~date ~~Merger~~on ~~and~~which ~~related~~such ~~transactions~~statements were made. The Company anticipates that subsequent events and ~~all~~developments ~~other~~may cause its views to change. However, although the Company may elect to update these forward-looking statements inat ~~this~~some ~~report~~point ~~and~~in the ~~exhibits~~future, ~~furnished~~it orspecifically ~~filed~~disclaims ~~herewith~~any obligation to do so, ~~other~~whether ~~than~~as ~~historical~~a ~~facts~~result of new information, ~~constitute~~future events or otherwise. These forward-looking statements ~~within~~should not be relied upon as representing the ~~meaning~~Company’s views as of any date subsequent to the ~~safe~~date ~~harbor~~hereof. ~~provisions~~Additional factors that may affect the business or financial results of the ~~Private~~Company ~~Securities~~are ~~Litigation~~described ~~Reform~~in ~~Act~~the ofrisk ~~1995~~factors included in the Company’s filings with the SEC, including the Company’s 2016 Annual Report on Form 10-K, the Company’s quarterly reports on Form 10-Q and Current Reports on Form 8-K.

When used in this report, the words “expect,” “believe,” “anticipate,” “goal,” “plan,” “intend,” “estimate,” “may,” “will” or similar words are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks, uncertainties and other factors that could cause the actual results to differ materially from such forward-looking statements, including, but not limited to (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or conditions to the closing of the Merger may not be satisfied or waived, (2) the failure to obtain the Stockholder Approval or the failure to satisfy the closing conditions, (3) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed Merger, (4) the effect of the announcement of the Merger on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, operating results and business generally, (5) the transaction may involve unexpected costs, liabilities or delays, (6) the Company’s business may suffer as a result of the uncertainty surrounding the transaction, (7) the outcome of any legal proceeding relating to the transaction, (8) the Company may be adversely affected by other economic, business and/or competitive factors, and (9) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all.SIGNATURES

~~Actual~~Pursuant ~~results~~to ~~may differ materially from those indicated by such forward-looking statements. In addition,~~ the ~~forward-looking~~requirements ~~statements~~of ~~represent~~ the ~~Company’s~~Securities ~~views~~Exchange asAct of ~~the date on which such statements were made. The Company anticipates that subsequent events and developments may cause its views to change. However~~1934, ~~although the Company may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, whether~~ as ~~a result of new information~~amended, ~~future events or otherwise. These forward-looking statements should not be relied upon as representing~~ the ~~Company’s~~registrant ~~views~~has asduly ofcaused ~~any~~this ~~date~~Report ~~subsequent~~ to ~~the~~be ~~date~~signed ~~hereof.~~on ~~Additional~~its ~~factors~~behalf ~~that~~by ~~may affect~~ the ~~business~~undersigned orhereunto ~~financial~~duly results of the Company are described in the risk factors included in the Company’s filings with the SEC, including the Company’s 2016 Annual Report on Form 10-K, the Company’s quarterly reports on Form 10-Q and Current Reports on Form 8-Kauthorized.

7Dated: October 30, 2017

~~SIGNATURES~~HAWAIIAN TELCOM HOLDCO, INC. /s/ Scott K. Barber Scott K. Barber President and CEO

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.~~9

Dated: July 10, 2017

HAWAIIAN TELCOM HOLDCO, INC. /s/ Scott K. Barber Scott K. Barber President and CEO

EXHIBIT INDEX

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of July 9, 2017, by and among Hawaiian Telcom Holdco, Inc., Cincinnati Bell Inc. and Twin Acquisition Corp.
3.1		Amendment to Bylaws
10.1		Amendment No. 1 to Nomination, Standstill and Support Agreement, dated as of July 9, 2017, by and among Hawaiian Telcom Holdco, Inc., Twin Haven Special Opportunities Fund III, L.P., Twin Haven Special Opportunities Partners III, L.L.C., Twin Haven Special Opportunities Fund IV, L.P., Twin Haven Special Opportunities Partners IV, L.L.C. and Twin Haven Capital Partners, L.L.C.

Filing Compare · Hawaiian Telcom Holdco, Inc.