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SEC Filings

SC 13D/A
BLACK DIAMOND CAPITAL MANAGEMENT, L.L.C. filed this Form SC 13D/A on 07/10/2018
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CUSIP No.  420031106
 
SCHEDULE 13D
Page 4 of  5 Pages


Item 1.
SECURITY AND ISSUER

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is being filed by the undersigned Reporting Persons pursuant to §240.13d-2(a) with respect to the Common Stock, par value $0.01 per share (the “Shares”), of Hawaiian Telcom Holdco, Inc. (the “Issuer” or the “Company”), whose principal executive offices are located at 1177 Bishop Street, Honolulu, HI 96813.  This Amendment No. 2 amends and supersedes the statement on Schedule 13D filed by the Reporting Persons on November 20, 2015, as amended by Amendment No. 1 filed on February 25, 2016, (collectively, the “Schedule 13D”).  Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D.
 
Item 4.
PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On July 2, 2018, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 9, 2017, among the Company, Cincinnati Bell Inc., an Ohio corporation (“Cincinnati Bell”), and Twin Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Cincinnati Bell (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Cincinnati Bell.

Pursuant to the Merger Agreement, at the effective time of the Merger on July 2, 2018, each Share was cancelled and converted 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, into: (i) 1.6305 common shares, par value $0.01 per share, of Cincinnati Bell (the “Cincinnati Bell Common Shares”); (ii) 0.6522 Cincinnati Bell Common Shares and $18.45 in cash; or (iii) $30.75 in cash.  Any fractional Cincinnati Bell Common Shares will be paid out in cash.

Because the proration procedures have not been completed as of the date of this filing, it is not possible to determine the exact merger consideration to be received by the Reporting Persons for the Shares disposed of in the Merger. The closing price of Cincinnati Bell Common Shares on July 2, 2018 was $15.65. As a result of the closing of the Merger, the Reporting Persons ceased to be the beneficial owner of any Shares.

Item 5.
INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a, b)
As a result of the closing of the Merger on July 2, 2018, the Reporting Persons ceased to be the beneficial owner of any Shares.

(c)
The response to Item 4 of this Amendment No. 2 is incorporated by reference herein.  There were no other transactions in the Shares by the Reporting Persons in the past sixty days.

(d)
This Item 5(d) is not applicable.

(e)
On July 2, 2018, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares.
 
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