Hawaiian Telcom’s owner to be sold for $2.6 billion

Hawaiian Telcom, one of the two largest telecommunications providers in the islands, is poised to have its second out-of-state owner in two years.

This time the new owner is headquartered in Canada.

Toronto-based Brookfield Infrastructure jointly announced Monday morning that it will be acquiring Cincinnati Bell, the parent of Hawaiian Telcom, in an all-cash deal for $2.6 billion, including debt. Brookfield Infrastructure has assets in the utilities, transport, energy and data infrastructure sectors across North and South America, Asia-Pacific and Europe.

The transaction follows closely on the heels of Cincinnati Bell’s acquisition of Hawaiian Telcom in a $650 million stock-and-cash deal that closed in July 2018.

Brookfield said the deal is expected to close by the end of 2020, subject to approval by Cincinnati Bell’s shareholders as well as regulatory approvals.

Hawaiian Telcom spokeswoman Ann Nishida said President and General Manager John Komeiji was traveling and would have no comment at this time.

“Following closing, we expect that our leadership team will remain in place and will work with Brookfield Infrastructure on the company’s strategy,” Nishida said.

She said that since the transaction announcement just occurred, there are no further details on any possible effect the deal could have on the company’s 1,200 employees.

Hawaiian Telcom has been heavily investing in its fiber- optic network to provide high-speed internet as well as video services through Hawaiian Telcom TV.

“This investment represents an opportunity for Brookfield Infrastructure to acquire a great franchise and leading fiber network operator in North America,” Brookfield CEO Sam Pollock said of Cincinnati Bell in a statement. ”We are excited to leverage our operating expertise to work with the company’s management team as it completes its industry- leading fiber optic rollout plan. Cincinnati Bell is a great addition to our data infrastructure portfolio and we expect it will contribute strong utility-like cash flows with predictable growth.”

Cincinnati Bell shareholders, which include former Hawaiian Telcom shareholders, will receive $10.50 in cash per share at the close of the transaction. That price represents a premium of 36% to Friday’s closing price of $7.72. Cincinnati Bell closed up Monday 35.4%, or $2.73, at $10.45. Brookfield fell 1.2%, or 71 cents, to $57.57.

In the previous Cincinnati Bell deal, Hawaiian Telcom shareholders received 60% cash and 40% of Cincinnati Bell’s stock. When that deal closed, Cincinnati Bell’s stock was trading at $15.70 a share.

Cincinnati Bell Chairman Lynn A. Wentworth said that after thoroughly reviewing a range of strategic alternatives and possible business opportunities for maximizing value, the board determined the transaction was in the best interest of the company, its shareholders and its customers.

“The transaction provides clear and immediate value at an attractive premium and represents an exciting new chapter for Cincinnati Bell,” Wentworth said.

Cincinnati Bell President and CEO Leigh Fox said the transaction strengthens the company’s financial position and enables accelerated investment in its strategic products that is not presently available to Cincinnati Bell as a stand-alone company.

“This will allow us to drive growth and maximize value over the long term to the benefit of all our stakeholders,” Fox said in a statement. “With Brookfield Infrastructure’s support, we will be better positioned to deliver next generation, integrated communications for our customers through an expanded fiber network. Brookfield Infrastructure provides strong industry expertise with a proven track record of investment in critical data service and infrastructure.”

Fox said the financial, managerial and other resources made available to Cincinnati Bell through the acquisition will enhance its networks and services to the benefit of its customers in Hawaii, Ohio, Kentucky and Indiana and across the nation.

Hawaiian Telcom, which was founded in 1883 as the Mutual Telephone Co., has undergone several name changes over the last half-century. It was known as Hawaiian Telephone Co. when Connecticut-based GTE Corp. acquired it in 1967 and renamed it GTE Hawaiian Tel. It then became Verizon Hawaii in 2000 after GTE merged with Bell Atlantic in 2000 and formed Verizon Communications.

Verizon Communications sold Verizon Hawaii in 2004 to the Washington, D.C.-based investment firm The Carlyle Group, which renamed its new acquisition Hawaiian Telcom. But in December 2008 Hawaiian Telcom filed for Chapter 11 bankruptcy. The company emerged from bankruptcy in October 2010, and two months later began trading publicly.

CHANGING HANDS

Hawaiian Telcom is going to get a new owner again.

>> Buyer: Brookfield Infrastructure of Toronto

>> Seller: Cincinnati Bell

>> Cost: $2.6 billion in all cash, including debt

>> Shareholder payout: $10.50 in cash per share

>> Closure date: End of 2020