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): ~~June~~July 112, 2018

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:

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

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 8~~Item —1.02 ~~Other~~Termination ~~Events~~of a Material Definitive Agreement

On July 2, 2018, in connection with the consummation of the Merger (as described further under Item 82.01), ~~Other~~Hawaiian ~~Events~~Telcom Holdco, Inc., a Delaware corporation (the “Company”), terminated that certain Credit Agreement dated as of February 24, 2017 among Hawaiian Telcom Communications, Inc., as the borrower, the guarantors party thereto, CoBank ACB, in its capacity as administrative agent for the secured parties thereunder, a joint lead arranger, bookrunner, an issuing lender and swing line lender, Fifth Third Bank, as a joint lead arranger and co-syndication agent, and MUFG Union Bank, as a joint lead arranger and co-syndication agent, and the lenders who are a party thereto (the “Credit Agreement”). All outstanding borrowings under the Credit Agreement were paid in full, and all collateral securing repayment of amounts due under the Credit Agreement was released.

OnItem ~~June 11, 2018, Hawaiian Telcom Holdco, Inc~~2.01 ~~(the~~Completion ~~“Company”) and Cincinnati Bell Inc. (“Cincinnati Bell”) issued a joint press release (the “Press Release”) announcing an election deadline~~ of 5:00 p.m., New York time, on June 21, 2018 for stockholders of the Company to elect the form of consideration they wish to receive, subject to the proration procedures described in that certain Agreement and Plan of Merger (the “merger agreement”), dated as of July 9, 2017, by and among the Company, Twin Acquisition ~~Corp.~~or ~~(“Merger~~Disposition ~~Sub”) and Cincinnati Bell, for their shares~~ of ~~Company common stock in connection with the proposed merger of the Company with and into Merger Sub pursuant to the merger agreement (the “merger”).~~Assets

AOn ~~copy~~July 2, of2018, pursuant to the ~~Press~~Agreement ~~Release~~and isPlan ~~filed~~of Merger (the “Merger Agreement”), dated as ~~Exhibit~~of July 999, 2017, among the Company, Cincinnati Bell Inc.1, toan ~~this~~Ohio ~~Current~~corporation ~~Report~~(“Cincinnati onBell”), ~~Form 8~~and Twin Acquisition Corp., a Delaware corporation and wholly-Kowned subsidiary of Cincinnati Bell (“Merger Sub”), Merger Sub merged with and isinto ~~incorporated~~the ~~herein~~Company by(the ~~reference~~“Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Cincinnati Bell.

~~Section~~As a result of the Merger, each share of the Company’s common stock, par value $0.01 (the “Company Common Stock”), outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than shares of Company Common Stock held by (i) 9the —Company ~~Financial~~as ~~Statements~~treasury stock, (ii) Cincinnati Bell or Merger Sub, (iii) any direct or indirect wholly-owned subsidiary of the Company or Cincinnati Bell or (iv) any Company stockholders who have perfected and ~~Exhibits~~not withdrawn a demand for appraisal rights pursuant to the General Corporation Law of the State of Delaware, was cancelled and converted at the Effective Time into the right to receive, without interest and subject to applicable tax withholding, at the holder of such share’s election and subject to proration as set forth in the Merger Agreement and as described below:

~~Item~~(i) 1.6305 9common shares, par value $0.01 ~~Financial~~per ~~Statements~~share, ~~and~~of ~~Exhibits.~~Cincinnati Bell (the “Cincinnati Bell Common Shares”) (the “Share Consideration”);

(dii) ~~Exhibits~~ 0.6522 Cincinnati Bell Common Shares and $18.45 in cash, without interest (the “Mixed Consideration”); or

Exhibit Number		Description
99.1		Joint Press Release of Hawaiian Telcom Holdco, Inc. and Cincinnati Bell Inc., dated June 11, 2018.

(iii) $30.75 in cash, without interest (the “Cash Consideration”, together with and any combination of, the Share Consideration and the Mixed Consideration, the “Merger Consideration”).

NoAs ~~Offer~~a result of the Merger, (i) each Company restricted stock unit granted on or ~~Solicitation~~after January 1, 2017 that did not provide for automatic vesting upon the consummation of the Merger was converted at the Effective Time into a time-based restricted stock unit of Cincinnati Bell (with any applicable performance criteria deemed satisfied at target) in respect of a number of Cincinnati Bell Common Shares (rounded down to the nearest whole share) based on an exchange ratio of 1.8274 (each, an “Assumed RSU”) and (ii) each other Company restricted stock unit (each, a “Cash-Out RSU”) was cancelled and converted at the Effective Time into the right to receive in respect of each share of Company Common Stock subject to such Cash-Out RSU (with any applicable performance criteria

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.2

~~Additional~~calculated ~~Information~~based on actual performance), without interest and ~~Where~~subject to ~~Find~~applicable ittax withholding, at the holder of such Cash-Out RSU’s election and subject to proration as set forth in the Merger Agreement and as described above, one or more forms of the Merger Consideration.

InAs ~~connection~~previously ~~with~~announced ~~the~~by ~~proposed transaction between~~ the Company and Cincinnati Bell, ~~Cincinnati Bell has filed with~~ the ~~Securities~~deadline ~~and~~for ~~Exchange~~holders ~~Commission~~of ~~(“SEC”)~~Company aCommon ~~registration~~Stock ~~statement~~or ~~on Form S~~Cash-4Out onRSUs ~~August 17,~~to ~~2017,~~make asan ~~amended~~election onas ~~August 30,~~to ~~2017 and October 2, 2017 (~~the ~~“Registration~~form ~~Statement”)~~of ~~(which~~Merger ~~Registration~~Consideration ~~Statement~~ was ~~declared effective on October~~ 5,:00 ~~2017)~~p.m., ~~which~~New ~~includes~~York atime, ~~final~~on ~~prospectus~~June 21, ~~with~~2018 ~~respect to Cincinnati Bell’s common shares to be issued in the proposed transaction and a definitive proxy statement for Hawaiian Telcom’s stockholders~~ (the “~~Definitive~~Election ~~Proxy Statement~~Deadline”),. Each ~~and~~share ~~the~~of Company ~~began~~Common ~~mailing~~Stock ~~the~~or ~~Definitive~~each ~~Proxy~~Cash-Out ~~Statement~~RSU toin ~~its~~respect ~~stockholders~~of onwhich ora ~~about~~timely ~~October 10, 2017~~ and ~~may~~proper ~~file~~election ~~other~~was ~~documents~~not ~~regarding~~made ~~the~~prior ~~proposed~~to ~~transaction with~~ the ~~SEC.~~Election ~~SECURITY~~Deadline ~~HOLDERS~~was ~~ARE~~cancelled ~~URGED~~and ~~AND~~converted ~~ADVISED~~at TOthe ~~READ~~Effective ~~ALL~~Time ~~RELEVANT~~into ~~MATERIALS~~the ~~FILED~~right ~~WITH~~to ~~THE~~receive ~~SEC, INCLUDING~~the ~~THE~~Mixed ~~REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT, CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION~~Consideration.

2Elections made in respect of Company Common Stock or Cash-Out RSUs to receive the Share Consideration or the Cash Consideration are subject to proration as set forth in the Merger Agreement to ensure that the aggregate number of Cincinnati Bell Common Shares issued by Cincinnati Bell in the Merger and the aggregate amount of cash paid by Cincinnati Bell in the Merger will be the same as if all electing holders received the Mixed Consideration. No fractional Cincinnati Bell Common Shares will be issued in the Merger and holders of Company Common Stock and Cash-Out RSUs will receive cash in lieu of fractional Cincinnati Bell Common Shares, if any.

~~ABOUT~~The ~~THE~~foregoing ~~PROPOSED~~description ~~TRANSACTION~~of ~~AND~~the ~~RELATED~~Merger ~~MATTERS.~~Agreement ~~The~~does ~~Registration~~not ~~Statement~~purport ~~and~~to ~~the~~be ~~Definitive~~complete ~~Proxy Statement~~ and ~~any~~is ~~other~~qualified ~~documents~~in ~~filed~~its orentirety ~~furnished~~ by ~~Cincinnati~~reference ~~Bell~~to or the ~~Company~~full ~~with~~text of the ~~SEC~~Merger ~~may~~Agreement, bea ~~obtained~~copy ~~free~~ of ~~charge~~which atis ~~the~~filed ~~SEC’s~~as ~~web site at www~~Exhibit 2.~~sec.gov.~~1 ~~In addition, security holders are able~~ to ~~obtain free copies of~~ the ~~Registration~~Current ~~Statement~~Report ~~from~~on ~~Cincinnati~~Form 8-K, ~~Bell~~filed by ~~going~~the toCompany ~~its~~on ~~investor relations page~~July on10, ~~its~~2017 ~~corporate~~with ~~web~~the ~~site~~Securities ~~at www.cincinnatibell.com~~ and ~~free~~Exchange ~~copies~~Commission of (the ~~Definitive~~“SEC”), ~~Proxy~~and ~~Statement~~is ~~from~~incorporated ~~the~~herein ~~Company~~ by ~~going to its investor relations page on its corporate web site at www~~reference.~~hawaiiantel.com.~~

~~Forward-Looking~~Item ~~Statements~~3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing

~~Statements~~On ~~about the expected timing~~July 2, ~~completion and effects of the proposed merger and related transactions and all other statements in this report and any exhibits furnished or filed herewith~~2018, ~~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~~connection ~~report,~~with the ~~words~~consummation “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~~Merger, ~~risks, uncertainties and other factors that could cause~~ the ~~actual~~Company ~~results to differ materially from such forward-looking statements, including, but not limited to~~ (1i) notified the ~~occurrence~~Nasdaq ofStock ~~any~~Market ~~event,~~(“NASDAQ”) ~~change or other circumstances that could give rise to the termination~~ of the ~~merger~~completion ~~agreement or conditions to the closing~~ of the ~~merger~~Merger ~~may~~and ~~not be satisfied or waived,~~ (2ii) ~~the~~requested ~~failure~~that toNASDAQ ~~satisfy the closing conditions,~~ (3x) ~~risks~~suspend ~~related~~trading ~~to disruption~~ of ~~management’s attention from~~ the ~~Company’s~~shares ~~ongoing business operations due to the proposed merger, (4) the effect~~ of ~~the~~Company ~~announcement~~Common ofStock ~~the~~effective ~~merger~~ on ~~the ability of the Company to retain and hire key personnel and maintain relationships with its customers~~July 2, ~~suppliers,~~2018 ~~operating results~~ and ~~business generally,~~ (5y) ~~the~~file ~~transaction~~with ~~may involve unexpected costs, liabilities or delays, (6)~~ the ~~Company’s~~SEC ~~business may suffer as~~ a ~~result~~Notification of ~~the~~Removal ~~uncertainty~~from ~~surrounding~~Listing ~~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~~Registration ~~factors,~~on Form 25 (9)“Form ~~the~~25”) ~~possibility~~to ~~that~~delist ~~the expected synergies~~ and ~~value~~deregister ~~creation from~~ the ~~proposed~~shares ~~transaction~~of ~~will~~Company ~~not~~Common beStock ~~realized~~under ~~or will not be realized within the expected time period,~~ Section 12(10b) ~~the risk that the businesses~~ of ~~Cincinnati Bell and~~ the ~~Company~~Securities ~~will~~Exchange ~~not~~Act ~~be integrated successfully, and (11) other risks to consummation~~ of ~~the transaction~~1934, ~~including~~as ~~the~~amended ~~risk that~~ (the ~~transaction~~“Exchange ~~will not be consummated within the expected time period or at all~~Act”). In ~~addition,~~accordance ~~certain~~with ~~risks, uncertainties and other important factors relating to~~ the Company’s ~~business~~request, ~~could~~NASDAQ ~~cause~~has ~~actual~~halted ~~results~~trading toof ~~differ~~shares ~~materially~~of ~~from~~Company ~~those~~Common ~~described~~Stock inprior ~~forward-looking statements and from historical results, including, but not limited~~ to ~~(1) failures in~~ the ~~Company’s~~start ~~critical~~of ~~back~~trading ~~office~~on ~~systems~~July ~~and~~2, ~~IT infrastructure~~2018, ~~(2) a~~suspended ~~breach~~trading of ~~the~~shares of Company’s ~~data~~Common ~~security~~Stock ~~systems,~~effective ~~(3) increases~~prior into the ~~amount~~start of ~~capital~~trading ~~expenditures~~on ~~required~~July to3, ~~execute~~2018 ~~the~~and ~~Company’s~~filed ~~business~~a ~~plan, (4)~~Form ~~the~~25 ~~loss~~on ~~of certain outsourcing agreements~~July 2, or2018 ~~the failure of any third party~~ to ~~perform~~provide ~~under~~notification ~~these~~of ~~agreements;~~such ~~adverse~~delisting ~~changes~~and to ~~applicable~~effect ~~laws and regulations, (5)~~ the ~~failure~~deregistration toof ~~adequately adapt to technological changes in~~ the ~~telecommunications~~shares ~~industry,~~of ~~including~~Company ~~changes~~common instock ~~consumer~~under ~~technology preferences,~~ Section 12(6b) ~~adverse~~of ~~economic~~the ~~conditions~~Exchange inAct. In ~~Hawaii~~addition, ~~(7)~~ the ~~availability~~Company ofintends ~~lump~~to ~~sum~~file ~~distributions~~with ~~under~~ the ~~Company’s~~SEC ~~union~~an ~~pension~~application ~~plan;~~on ~~limitations~~Form 15 onrequesting the ~~ability~~termination toof ~~utilize~~the ~~net~~registration ~~operating~~of ~~losses~~Company ~~due~~Common toStock ~~an ownership change~~ under ~~Internal Revenue Code~~ Section ~~382,~~ 12(8g) ~~the~~of ~~inability to service~~ the ~~Company’s~~Exchange ~~indebtedness,~~Act ~~(9) limitations~~and ~~imposed on~~ the ~~Company’s~~suspension ~~business~~of ~~from restrictive covenants in~~ the Company’s ~~credit~~reporting ~~agreements,~~obligations ~~(10)~~under Sections ~~severe~~13 ~~weather conditions~~ and ~~natural disasters,~~ 15(11d) ~~network disruptions or other delays or interruptions~~ of ~~service,~~the ~~and~~Exchange ~~(12) failure to renegotiate programming contracts with television content providers~~Act.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent the Company’s views as of the date on which such statements were made. The Company anticipates that subsequent events and developments may cause its views to change. However, 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, ~~future~~set ~~events~~forth orunder ~~otherwise.~~Item ~~These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof~~2.01 ~~Additional factors that may affect the business or financial results~~ of ~~the~~this ~~Company~~Current ~~are described in the risk factors included in the Company’s filings with the SEC, including the Company’s 2017 Annual~~ Report on Form 108-K, ~~the~~is ~~Company’s~~incorporated ~~Quarterly~~by ~~Reports~~reference oninto ~~Form 10-Q~~this ~~and~~Item ~~Current Reports on Form 8-K~~3.01.

Item 3.03 Material Modification to Rights of Security Holders

~~EXHIBIT~~The information set forth under Item 2.01 and Item 3.01 of this Current Report on Form ~~INDEX~~8-K is incorporated by reference into this Item 3.03.

Exhibit Number		Description
99.1		Joint Press Release of Hawaiian Telcom Holdco, Inc. and Cincinnati Bell Inc., dated June 11, 2018.

Item 5.01 Changes in Control of Registrant

4The information set forth under Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~SIGNATURES~~In connection with the Merger, Cincinnati Bell paid in cash $218,300,658.30 and issued 7,716,840 Cincinnati Bell Common Shares in aggregate Merger Consideration. In addition, Cincinnati Bell reserved for issuance 148,625 Cincinnati Bell Common Shares in respect of the Assumed RSUs in connection with Cincinnati Bell’s assumption of the Hawaiian Telcom 2010 Equity Incentive Plan pursuant to the Merger Agreement. Cincinnati Bell funded the cash portion of the

~~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.~~3

~~Dated: June 11~~aggregate Merger Consideration through a combination of borrowings under its senior revolving credit facility and receivables securitization program, ~~2018~~proceeds from CB Escrow Corp.’s issuance of senior unsecured notes and available cash on hand.

~~HAWAIIAN~~Item ~~TELCOM~~5.02 ~~HOLDCO,~~Departure ~~INC.~~of ~~/s/~~Directors ~~Scott~~or K.Certain ~~Barber~~Officers; ~~Scott~~Election K.of ~~Barber~~Directors; ~~President~~Appointment ~~and~~of ~~CEO~~Certain Officers; Compensatory Arrangements of Certain Officers

5Pursuant to the terms of the Merger Agreement, at the Effective Time and as a result of the Merger, each of Richard A. Jalkut, Scott K. Barber, Kurt Cellar, Meredith J. Ching, Walter A. Dods, Jr., John Fontana, Seven C. Oldham, Robert B. Webster and Eric K. Yeaman ceased to be directors of the Company. In addition, pursuant to the Merger Agreement, at the Effective Time and as a result of the Merger, the sole director of Merger Sub as of immediately prior to the Effective Time, Leigh R. Fox, became the sole director of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, at the Effective Time and as a result of the Merger, the bylaws of the Company were amended and restated to read in their entirety as the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that, in accordance with the Merger Agreement, references to the name of Merger Sub were replaced by references to “Hawaiian Telcom Holdco, Inc.” (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws are attached as Exhibit 3.1 hereto and are incorporated by reference into this Item 5.03.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.

Item 8.01 Other Events

On July 2, 2018, the Company and Cincinnati Bell issued a joint press release announcing the completion of the Merger. A copy of the joint press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On July 2, 2018, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of July 9, 2017, among Hawaiian Telcom Holdco, Inc., Cincinnati Bell Inc. and Twin Acquisition Corp.
3.1		Amended and Restated Bylaws of Hawaiian Telcom Holdco, Inc.
99.1		Joint Press Release of Cincinnati Bell Inc. and Hawaiian Telcom Holdco, Inc., dated July 2, 2018
99.2		Press Release of Hawaiian Telcom Holdco, Inc., dated July 2, 2018

*Filed previously

EXHIBIT INDEX

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of July 9, 2017, among Hawaiian Telcom Holdco, Inc., Cincinnati Bell Inc. and Twin Acquisition Corp.
3.1		Amended and Restated Bylaws of Hawaiian Telcom Holdco, Inc.
99.1		Joint Press Release of Cincinnati Bell Inc. and Hawaiian Telcom Holdco, Inc., dated July 2, 2018
99.2		Press Release of Hawaiian Telcom Holdco, Inc., dated July 2, 2018

*Filed previously

SIGNATURES

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.

Dated: July 2, 2018

	HAWAIIAN TELCOM HOLDCO, INC.

	By:	/s/ Christopher J. Wilson
	Name:	Christopher J. Wilson
	Title:	Vice President and General Counsel

Filing Compare · Hawaiian Telcom Holdco, Inc.