– USA, HI – Hawaiian Telcom Holdco, Inc. (NASDAQ:HCOM) announced it has entered into a Nomination, Standstill and Support Agreement with Black Diamond Capital Management, L.L.C. The Connecticut-based investment firm has been a substantial investor in Hawaiian Telcom since 2012. Black Diamond’s confidence in Hawaiian Telcom has steadily increased along with its investment in the Company. With approximately 23 percent of Hawaiian Telcom’s common shares, Black Diamond, through its managed funds, is now Hawaiian Telcom’s largest shareholder.
Under the Agreement, the Company’s Board of Directors has agreed to nominate John Fontana (or another Black Diamond representative) at each of the Company’s next three annual meetings of stockholders to serve on Hawaiian Telcom’s Board of Directors. Fontana is a Senior Managing Director at Black Diamond, where he oversees a number of Black Diamond’s key investments. He is a seasoned executive possessing extensive direct corporate operational experience as well as experience managing companies on behalf of well-established investment firms. Prior to joining Black Diamond, Fontana was the President of Yankee Candle International and his prior positions included serving as a partner with Deloitte & Touche in its leveraged transactions group. He received a bachelor’s degree in economics and political science from Yale University and an MBA from the Tuck School of Business at Dartmouth College.
“We are confident that Black Diamond’s expertise and John’s advice as a board member will enhance our shared objective to increase shareholder value,” said Scott K. Barber, Hawaiian Telcom’s President and CEO. “This Agreement provides a means for Black Diamond to be actively engaged with us. We look forward to wide ranging and open discussions with John Fontana on growing Hawaiian Telcom as Hawaii’s Technology Leader.”
“The investment Hawaiian Telcom has made in the state’s broadband infrastructure uniquely positions the company to increase both its margins and its market share in the growing broadband and cloud-services industry,” said Fontana. “I’m confident in the direction and leadership of the management team and look forward to working with the Board to execute the company’s strategic plan, ultimately unlocking additional value at Hawaiian Telcom.”
As part of the Agreement, the Company will also submit a letter to the Hawai‘i Public Utilities Commission in support of Black Diamond’s petition to increase its ownership of the Company’s outstanding common stock. The Company has agreed to support Black Diamond increasing its ownership stake to up to 31.5 percent.
In connection with the Company’s agreement to nominate a Black Diamond representative to Hawaiian Telcom’s Board of Directors and to support Black Diamond’s petition before the Hawai‘i Public Utilities Commission, Black Diamond has agreed to customary standstill and support commitments for a term of three years.
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