CINCINNATI, May 10, 2021 /PRNewswire/ -- Cincinnati Bell Inc. ("Cincinnati Bell" or the "Company") today announced that it is (1) 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 July 1, 1993 (as supplemented and amended, the "2023 Notes Indenture") governing its 7¼% Notes due 2023 (the "2023 Notes"), (ii) indenture, dated as of September 22, 2016 (as supplemented and amended, the "2024 Notes Indenture") governing its 7.000% Senior Notes due 2024 (the "2024 Notes"), (iii) indenture, dated as of October 6, 2017 (as supplemented and amended, the "2025 Notes Indenture") governing its 8.000% Senior Notes due 2025 (the "2025 Notes") and (iv) indenture, dated as of November 30, 1998 (as supplemented and amended, the "2028 Notes Indenture," and together with the 2023 Notes Indenture, the 2024 Notes Indenture and the 2025 Notes Indenture, the "Indentures") governing Cincinnati Bell Telephone Company LLC's (formerly known as Cincinnati Bell Telephone Company) 6.30% Debentures due 2028, which are guaranteed by the Company (the "2028 Notes," and together with the 2023 Notes, the 2024 Notes and the 2025 Notes, the "Notes") and (2) increasing the consent fees payable to holders of the 2023 Notes and the 2028 Notes who validly deliver (and not validly revoke) their consents on or prior to the New Expiration Time (as defined below).
The Expiration Time for the Consent Solicitations has been extended to 5:00 p.m., New York City time, on May 14, 2021 (the "New Expiration Time").
In addition and solely with respect to any consent in respect of the 2023 Notes and the 2028 Notes accepted by the Company, the Company has increased the consent fee from $2.50 per $1,000 aggregate principal amount of 2023 Notes and 2028 Notes, respectively, to $10.00 per $1,000 aggregate principal amount of 2023 Notes and 2028 Notes, respectively (the "Revised Consent Fees").
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 (as defined below) 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.
As of 5:00 p.m., New York City time, on May 7, 2021 and according to information received by D.F. King & Co., Inc., 35.48% of the outstanding 2023 Notes, 98.51% of the outstanding 2024 Notes, 97.13% of the outstanding 2025 Notes, and 42.90% of the outstanding 2028 Notes, had been validly consented to and not revoked in the Consent Solicitations.
The Company has obtained the Requisite Consents for the Proposed Amendments to the 2024 Notes Indenture and the 2025 Notes Indenture. The consents of the holders of the 2023 Notes and the 2028 Notes of not less than 66-2/3% in principal amount of the outstanding 2023 Notes and 2028 Notes, respectively, are required pursuant to the terms of the applicable Indentures for the applicable Proposed Amendments to be approved and binding on the holders of the 2023 Notes and the 2028 Notes, respectively.
The Consent Solicitations are being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated April 8, 2021 (as supplemented by the Company's press releases dated April 23, 2021 and May 3, 2021 and the additional information described above 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 the Consent Solicitations at any time as described in the Consent Solicitation Statement.
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 firstname.lastname@example.org. 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:
Senior Manager, Communications and Media
Tel: (513) 565-0310
Investors – Cincinnati Bell:
Vice President of Treasury, Corporate Finance and Investor Relations
Tel: (513) 397-2292
View original content:http://www.prnewswire.com/news-releases/cincinnati-bell-inc-announces-extension-of-expiration-time-with-respect-to-previously-announced-consent-solicitations-for-7-14-notes-due-2023--7-000-senior-notes-due-2024--8-000-senior-notes-due-2025-and-6-30-debentures-due--301287463.html
SOURCE Cincinnati Bell Inc.