Item 1.01. Entry into Material Definitive Agreements.

On the Closing Date, Merger Sub, as initial borrower (whose rights and obligations in the Facilities (as defined below) were assumed by the Company as the surviving entity upon the consummation of the Merger, the "Borrower"), entered into a credit agreement (the "Credit Agreement") establishing senior secured credit facilities in an aggregate principal amount of up to $425 million, consisting of a $150 million senior secured term loan facility (the "Term Facility") with a maturity of seven years and a $275 million senior secured revolving facility (including a sub-limit of $40,000,000 for letters of credit) with a maturity of five years (the "Revolving Facility" and, together with the Term Facility, the "Facilities"). The Credit Agreement also provides customary provisions for future incremental debt incurrence thereunder.

Proceeds of the loans drawn under the Facilities on the Closing Date, together with other sources of funds, were used to refinance the Existing Credit Agreement (as defined below), to pay fees and expenses related thereto and to the other transactions relating to the Merger, for additional cash on the balance sheet and for general purposes of the Company and its subsidiaries. Proceeds of the Revolving Facility drawn after the Closing Date will be used to finance ongoing working capital needs and other general purposes of the Borrowers and their subsidiaries, and interest accrues on the Facilities on a customary basis based on a floating rate, plus a margin.

All obligations under the Facilities are unconditionally guaranteed by certain domestic subsidiaries of the Company and certain of the Company's and their respective assets and equity, as described therein. The Credit Agreement contains customary covenants and payment provisions more fully described therein.

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The foregoing description of the Credit Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, the terms of which are incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

On September 7, 2021, in connection with the consummation of the Merger, the outstanding loans under the Credit Agreement, dated as of October 2, 2017, by and among the Company, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as a swingline lender, and Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent, a swingline lender and a letter of credit issuer (as amended by Amendment No. 1 to Credit Agreement, dated as of April 5, 2018 and Amendment No. 2 to Credit Agreement, dated as of April 5, 2018, the "Existing Credit Agreement") were paid in full (together with accrued interest and unpaid fees and expenses thereunder), the commitments to extend credit under the Existing Credit Agreement were terminated and all guarantees and security interests in respect of the Existing Credit Agreement were released.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





(d)  Exhibits

Exhibit
No.        Description

  2.1*       Agreement and Plan of Merger, dated as of March 13, 2020, by and among
           Cincinnati Bell Inc., Red Fiber Parent LLC and RF Merger Sub Inc.
           (incorporated by reference to Exhibit 2.1 of the Current Report on Form
           8-K filed by Cincinnati Bell Inc. on March 13, 2020).

  10.1       Credit Agreement, dated as of September 7, 2021, among Red Fiber Parent
           LLC, RF Merger Sub Inc., Goldman Sachs Bank USA, as administrative and
           collateral agent, each L/C Issuer and Swing Line Lender, each other
           Lender, Cincinnati Bell Inc. (and as successor in interest to RF Merger
           Sub Inc.) and the other parties thereto from time to time.

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted schedule or

exhibit upon request by the SEC.

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