Cincinnati Bell Inc. Announces Extension Of Expiration Time And Change To Structure Of Consent Fees Payable To Consenting Holders With Respect To Consent Solicitations For 7.000% Senior Notes Due 2024 And 8.000% Senior Notes Due 2025
CINCINNATI, June 25, 2020 /PRNewswire/ -- Cincinnati Bell Inc. ("Cincinnati Bell" or the "Company") today announced that it is extending the expiration time (the "Expiration Time") for its previously announced solicitations of consents (the "Consent Solicitations") with respect to certain proposed amendments to the (i) indenture, dated as of September 22, 2016 (as supplemented or amended), governing its 7.000% Senior Notes due 2024 (the "2024 Notes") and (ii) indenture, dated as of October 6, 2017 (as supplemented or amended), governing its 8.000% Senior Notes due 2025 (the "2025 Notes," and together with the 2024 Notes, the "Notes").
The Consent Solicitations are being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated June 15, 2020 (as supplemented by the Company's press release dated June 22, 2020 and the additional information described below and as may be further amended or supplemented from time to time, the "Consent Solicitation Statement"). The Company may, in its sole discretion, terminate, further extend or amend either Consent Solicitation at any time as described in the Consent Solicitation Statement.
The Expiration Time for the Consent Solicitations has been extended to 5:00 p.m., New York City time, on June 30, 2020 (the "New Expiration Time"). As of 5:00 p.m., New York City time on June 24, 2020, D.F. King & Co., Inc., as Information Agent, reported consents with respect to $224,418,000 aggregate principal amount of the 2024 Notes, representing 35.91% of the outstanding 2024 Notes, and $146,230,000 aggregate principal amount of the 2025 Notes, representing 41.78% of the outstanding 2025 Notes, had been validly delivered and not revoked pursuant to the applicable Consent Solicitation.
In addition and as amended herein, the structure of the consent fees have been modified as follows: (i) with respect to the 2024 Notes, an aggregate cash payment of $2,812,500 will be payable to holders, on a pro rata basis (based on aggregate principal amount of 2024 Notes for which consents have been validly delivered and not revoked), who deliver (and do not revoke) valid consents prior to the New Expiration Time as total consideration for such consent (the "Revised 2024 Notes Consent Fee"), and (ii) with respect to the 2025 Notes, an aggregate cash payment of $1,050,000 will be payable to holders, on a pro rata basis (based on aggregate principal amount of 2025 Notes for which consents have been validly delivered and not revoked), who deliver (and do not revoke) valid consents prior to the New Expiration Time as total consideration for such consent (the "Revised 2025 Notes Consent Fee", and together with the Revised 2024 Notes Consent Fee, the "Revised Consent Fees"). The Revised Consent Fees represent an increase to the consent fees as follows: (i) with respect to the 2024 Notes, $4.50 per $1,000 principal amount of 2024 Notes, based on the aggregate principal amount of 2024 Notes outstanding as of the date hereof, and (ii) with respect to the 2025 Notes, $3.00 per $1,000 principal amount of 2025 Notes, based on the aggregate principal amount of 2024 Notes outstanding as of the date hereof. If the Requisite Consents are obtained and subject to the other terms and conditions in the Consent Solicitation Statement (including the consummation of the Acquisition) the Company will pay the Revised Consent Fees substantially concurrently with the consummation of the Acquisition. The Company expects the Acquisition to be consummated in the first half of 2021, subject to the satisfaction of customary closing conditions; however, no assurance is made as to the timing and likelihood of completion of the Acquisition. If the Requisite Consents are received for both series of Notes and the Proposed Amendments become operative, as of March 31, 2020, after giving effect to the consummation of the Acquisition, the Company would have had approximately $1,559 million of total indebtedness outstanding, all of which would have been secured.
Other than with respect to the New Expiration Time and the Revised Consent Fees, the terms of the Consent Solicitations described in the Consent Solicitation Statement remain unchanged. Holders of Notes who have already validly delivered their consents pursuant to the Consent Solicitations need not take any additional action in order to deliver their consents.
This press release is for informational purposes only and the Consent Solicitations are being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. The Consent Solicitation Statement does not constitute a solicitation of consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable federal securities or blue sky laws.
Copies of the Consent Solicitation Statement may be obtained from D.F. King & Co., Inc., the Information and Tabulation Agent, at (212) 269-5550 (banks and brokers), (866) 388-7452 (all others, toll free), or email at cbb@dfking.com. Holders of the Notes are urged to review the Consent Solicitation Statement for the detailed terms of the Consent Solicitations and the procedures for consenting to the Proposed Amendments. Any persons with questions regarding the Consent Solicitations should contact the Solicitation Agent, Goldman Sachs & Co. LLC, at (212) 902-6351 (collect).
About Cincinnati Bell Inc.
With headquarters in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE: CBB) delivers integrated communications solutions to residential and business customers over its fiber-optic and copper networks including high-speed internet, video, voice and data. Cincinnati Bell provides service in areas of Ohio, Kentucky, Indiana and Hawaii. In addition, enterprise customers across the United States and Canada rely on CBTS and OnX for efficient, scalable office communications systems and end-to-end IT solutions. For more information, please visit www.cincinnatibell.com. The information on Cincinnati Bell's website is not incorporated by reference in this press release.
Cautionary Statement Regarding Forward-Looking Statements
Certain of the statements in this communication contain forward-looking statements regarding future events and results that are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," "predicts," "projects," "intends," "plans," "believes," "seeks," "estimates," "continues," "endeavors," "strives," "will," "may," "proposes," "potential," "could," "should," "outlook," or variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of future financial performance, anticipated growth and trends in businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause actual results to differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: (i) the risk that the Acquisition may not be completed in a timely manner or at all; (ii) the possibility that any or all of the various conditions to the consummation of the Acquisition 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); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Acquisition, including in circumstances which would require Cincinnati Bell to pay a termination fee or other expenses; (iv) the effect of the announcement or pendency of the Acquisition on Cincinnati Bell's ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (v) risks related to diverting management's attention from Cincinnati Bell's ongoing business operations; (vi) the risk that shareholder litigation in connection with the Acquisition may result in significant costs of defense, indemnification and liability; (vii) risks related to the recent outbreak of COVID-19 (more commonly known as the Coronavirus), including the risk that the receipt of certain approvals required to consummate the Acquisition may be delayed; and (viii) (A) those discussed in Cincinnati Bell's Form 10-K report, Form 10-Q reports and Form 8-K reports, and (B) those discussed in other documents Cincinnati Bell filed with the SEC. Actual results may differ materially and adversely from those expressed in any forward-looking statements. Cincinnati Bell undertakes no, and expressly disclaims any, obligation to revise or update any forward-looking statements for any reason, except as required by applicable law.
For further information please contact:
Media - Cincinnati Bell:
Investors - Cincinnati Bell:
Josh Pichler
Josh Duckworth
Senior Manager, Communications and Media Vice President of Treasury, Corporate Finance and Investor Relations
Tel: (513) 565-0310
Tel: (513) 397-2292
Email: Josh.Pichler@cinbell.com
Email: Joshua.Duckworth@cinbell.com
SOURCE Cincinnati Bell Inc.
