Hawaiian Telcom shareholders approve sale

It was a good news, bad news day for Hawaiian Telcom.

The state’s largest technology and telecommunications company received overwhelming approval Tuesday morning from its shareholders to be acquired by Cincinnati Bell.

But then after the stock market closed, Hawaiian Telcom reported it lost money for the fifth straight quarter. The loss was $92.7 million, primarily due to an $89.4 million noncash tax expense in the third quarter. That worked out to a loss of $8 a share. In the year-earlier quarter, Hawaiian Telcom lost $279,000, or 2 cents a share.

Excluding the large one-time expense, the company’s loss last quarter would have been $3.3 million, or 29 cents a share.

Revenue fell 7 percent to $91 million from $97.8 million.

Hawaiian Telcom’s $650 million cash-and-stock sale to Cincinnati Bell took another step toward completion after 99.8 percent of the shares voted were in favor of the sale. That number represented 86.2 percent of Hawaiian Telcom’s outstanding shares as of the record date of Sept. 26. The two companies have said they expect the deal, which was initially announced July 10, to close in the second half of 2018.

The transaction still requires regulatory approvals from the Federal Communications Commission, Hawaii Public Utilities Commission and state Department of Commerce and Consumer Affairs. The deal recently cleared the Hart-Scott-­Rodino Act review period with the Federal Trade Commission and the Department of Justice.

“Today’s vote demonstrates strong support from our stockholders for the merger with Cincinnati Bell,” Hawaiian Telcom CEO Scott Barber said. “In addition to delivering immediate value, this transaction provides our stockholders the opportunity to participate in the potential upside of the combined company, with added scale and efficiency, expanded product offerings, and increased investment and success in fiber.”

Leigh Fox, president and CEO of Cincinnati Bell, said on his company’s Thursday earnings conference call that the acquisition of Hawaiian Telcom is an extension of Cincinnati Bell’s strategy to further differentiate itself from traditional carriers.

“This combination positions us to capitalize on the growing demand for fiber by adding operational scale and expanding our fiber-centric footprint,” Fox said after the company reported an $13.8 million loss in the quarter.

Hawaiian Telcom will continue to operate under the same name and will maintain its local management and branding.

Under terms of the agreement, Hawaiian Telcom stockholders will have the option to elect either $30.75 in cash, 1.6305 shares of Cincinnati Bell common stock or a mix of $18.45 in cash and 0.6522 shares of Cincinnati Bell common stock for each share of Hawaiian Telcom. The total amount is subject to proration so that what is paid to Hawaiian Telcom stockholders will be 60 percent cash and 40 percent Cincinnati Bell common stock. The payout represents a 26 percent premium to Hawaiian Telcom’s closing price of $24.44 on July 7, which was the final trading day before the deal was announced.

Upon completion of the deal, Hawaiian Telcom shareholders will own about 15 percent of the combined company and Cincinnati Bell shareholders approximately 85 percent.

During the third quarter, Hawaiian Telcom’s TV revenue increased 5.9 percent year over year to $11.1 million as the number of subscribers increased 11.4 percent to 44,300. Conversely, revenue from consumer internet services fell 5.9 percent to $6.6 million. The company’s consumer landline revenue was down 12.1 percent to $15.9 million.

“Penetration of Hawaiian Telcom TV … has grown consistently every quarter for the last four years,” Barber said. “Consumer internet revenue and subscribers increased sequentially (to the third quarter from the second quarter) for the first time in eight quarters, driven by strong demand for our exclusive Fiber-to-the-Home Internet speeds.”

Hawaiian Telcom’s stock closed down 2 cents Tuesday at $30.28. Cincinnati Bell’s shares rose 40 cents to $19.80. The shareholder vote was announced after the stock market closed.