AGREEMENT AND PLAN OF MERGER Dated as of March 13, 2020, Among CINCINNATI BELL INC., RED FIBER PARENT LLC and RF MERGER SUB INC.Merger Agreement • March 16th, 2020 • Ares Management LLC • Telephone communications (no radiotelephone) • Ohio
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 13, 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”).
Limited GuaranteeLimited Guarantee • March 16th, 2020 • Ares Management LLC • Telephone communications (no radiotelephone) • Delaware
This Limited Guarantee, dated as of March 5, 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 13, 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
JOINT FILING AGREEMENTJoint Filing Agreement • March 16th, 2020 • Ares Management LLC • Telephone communications (no radiotelephone)
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.
AMENDMENT TO TRANSACTION CONDUCT AGREEMENTTransaction Conduct Agreement • March 16th, 2020 • Ares Management LLC • Telephone communications (no radiotelephone)
