Cincinnati Bell (BDWGP) DEFA14AAdditional proxy soliciting materials

New York Stock Exchange

those discussed in this release;

we operate in highly competitive industries, and customers may not continue to purchase products or services, which would result in reduced revenue and loss of market share;

we may be unable to grow our revenues and cash flows despite the initiatives we have implemented;

failure to anticipate the need for and introduce new products and services or to compete with new technologies may compromise our success in the telecommunications industry;

our access lines, which generate a significant portion of our cash flows and profits, are decreasing in number and if we continue to experience access line losses similar to the past several years, our revenues, earnings and cash flows from operations may be adversely impacted;

our failure to meet performance standards under our agreements could result in customers terminating their relationships with us or customers being entitled to receive financial compensation, which would lead to reduced revenues and/or increased costs;

we generate a substantial portion of our revenue by serving a limited geographic area;

a large customer accounts for a significant portion of our accounts receivable and the loss or significant reduction in business from this customer would cause operating results to decline and could negatively impact profitability and cash flows;

maintaining our telecommunications networks requires significant capital expenditures, and our inability or failure to maintain our telecommunications networks could have a material impact on our market share and ability to generate revenue;

increases in broadband usage may cause network capacity limitations, resulting in service disruptions or reduced capacity for customers;

we may be liable for material that content providers distribute on our networks;

cyber attacks or other breaches of network or other information technology security could have an adverse effect on our business;

natural disasters, terrorists acts or acts of war could cause damage to our infrastructure and result in significant disruptions to our operations;

the regulation of our businesses by federal and state authorities may, among other things, place us at a competitive disadvantage, restrict our ability to price our products and services and threaten our operating licenses;

we depend on a number of third party providers, and the loss of, or problems with, one or more of these providers may impede our growth or cause us to lose customers;

a failure of back-office information technology systems could adversely affect our results of operations and financial condition;

if we fail to extend or renegotiate our collective bargaining agreements with our labor unions when they expire or if our unionized employees were to engage in a strike or other work stoppage, our business and operating results could be materially harmed;

the loss of any of the senior management team or attrition among key sales associates could adversely affect our business, financial condition, results of operations and cash flows;

our debt could limit our ability to fund operations, raise additional capital, and fulfill our obligations, which, in turn, would have a material adverse effect on our businesses and prospects generally;

our indebtedness imposes significant restrictions on us; we depend on our loans and credit facilities to provide for our short-term financing requirements in excess of amounts generated by operations, and the availability of those funds may be reduced or limited;

the servicing of our indebtedness is dependent on our ability to generate cash, which could be impacted by many factors beyond our control;

we depend on the receipt of dividends or other intercompany transfers from our subsidiaries and investments;

the trading price of our common shares may be volatile, and the value of an investment in our common shares may decline;

the uncertain economic environment, including uncertainty in the U.S. and world securities markets, could impact our business and financial condition;

our future cash flows could be adversely affected if we are unable to fully realize our deferred tax assets;

adverse changes in the value of assets or obligations associated with our employee benefit plans could negatively impact shareowners’ deficit and liquidity;

third parties may claim that we are infringing upon their intellectual property, and we could suffer significant litigation or licensing expenses or be prevented from selling products;

third parties may infringe upon our intellectual property, and we may expend significant resources enforcing our rights or suffer competitive injury; we could be subject to a significant amount of litigation, which could require us to pay significant damages or settlements;

we could incur significant costs resulting from complying with, or potential violations of, environmental, health and human safety laws;

the risk that unexpected costs will be incurred;

risks and uncertainties relating to the merger, including the timing and likelihood of completion of the merger, including the failure to receive, on a timely basis or otherwise, the approval of our shareholders for the merger; the possibility that competing offers or acquisition proposals for Cincinnati Bell will be made; the possibility that any or all of the various conditions to the consummation of the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); the occurrence of any event, change or other circumstance that could give rise to the termination of the merger, including in circumstances which would require us to pay a termination fee or other expenses; the effect of the announcement or pendency of the merger on our ability to retain and hire key personnel, our ability to maintain relationships with our customers, suppliers and others with whom we do business, or our operating results and business generally; risks related to diverting management’s attention from Cincinnati Bell’s ongoing business operations; and the risk that shareholder litigation in connection with the merger may result in significant costs of defense, indemnification and liability;

risks and uncertainties related to the effect of the recent global outbreak of COVID-19 and related government, private sector and individual consumer responsive actions on Cincinnati Bell’s business operations, employee availability, financial performance, liquidity and cash flow;

the other risks and uncertainties detailed in our filings with the SEC, including our Form 10-K report, Form 10-Q reports and Form 8-K reports; and

other factors outside Cincinnati Bell's control.