AGREEMENT AND PLAN OF MERGER Dated as of February , 2020, Among CINCINNATI BELL INC., RF PARENT LLC andAgreement and Plan of Merger • March 2nd, 2020 • Ares Management LLC • Telephone communications (no radiotelephone) • Ohio
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February , 2020, among Cincinnati Bell Inc., an Ohio corporation (the “Company”), RF 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 2nd, 2020 • Ares Management LLC • Telephone communications (no radiotelephone) • Delaware
This Limited Guarantee, dated as of February 27, 2020 (this “Limited Guarantee”), by ASOF Holdings I, 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 February 27, 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”), RF 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 Limited Guarant
JOINT FILING AGREEMENTJoint Filing Agreement • March 2nd, 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.
Limited GuaranteeLimited Guarantee • March 2nd, 2020 • Ares Management LLC • Telephone communications (no radiotelephone)
This Limited Guarantee, dated as of February 27March 2, 2020 (this “Limited Guarantee”), by ASOF Holdings I, 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 February 27March 2, 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”), RFRed 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
Ares Special Situations Fund IV, L.P.Ares Management LLC • March 2nd, 2020 • Telephone communications (no radiotelephone)
TRANSACTION CONDUCT AGREEMENTTransaction Conduct Agreement • March 2nd, 2020 • Ares Management LLC • Telephone communications (no radiotelephone) • New York
ASOF Holdings I, L.P.Ares Management LLC • March 2nd, 2020 • Telephone communications (no radiotelephone)
AGREEMENT AND PLAN OF MERGER Dated as of FebruaryMarch 2, 2020, Among CINCINNATI BELL INC.,Agreement and Plan of Merger • March 2nd, 2020 • Ares Management LLC • Telephone communications (no radiotelephone)
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as o f FebruaryMarch 2, 2020, among Cincinnati Bell Inc., an Ohio corporation (the “Company”), RFRed 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”).
Ares Special Situations Fund IV, L.P.Ares Management LLC • March 2nd, 2020 • Telephone communications (no radiotelephone)
