CINCINNATI, April 8, 2021 /PRNewswire/ -- Cincinnati
Bell Inc. ("Cincinnati Bell" or the "Company") today announced that
it has commenced consent solicitations (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 71/4% 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").
The Consent Solicitations are being conducted in contemplation
of the previously announced proposed acquisition by Macquarie
Infrastructure Partners ("MIP") of the Company (the "Acquisition"),
with certain funds managed by the Private Equity Group of Ares
Management Corporation ("Ares") having agreed to provide equity
financing for the Acquisition. However, receipt of the Requisite
Consents (as defined herein) is not necessary to complete the
Acquisition. Adoption of the Proposed Amendments (as defined
herein) is not a condition to the consummation of the Acquisition,
and whether or not the Requisite Consents are obtained will not
affect whether the Acquisition closes.
Upon the terms and subject to the conditions described in the
Consent Solicitation Statement, dated April
8, 2021 (as may be amended or supplemented from time to
time, the "Consent Solicitation Statement"), the Company is
soliciting consents (i) with respect to each of the Indentures, to
amend the reporting covenants by replacing the requirement to file
annual, quarterly and other periodic reports with the Securities
and Exchange Commission with the requirement to provide certain
reports to the applicable holders of the Notes through a noteholder
website and (ii) with respect to the 2023 Notes Indenture and the
2028 Notes Indenture, to amend the cross-payment and cross-default
provisions to substantially conform to the corresponding provisions
in the 2024 Notes Indenture and the 2025 Notes Indenture
(collectively, the "Proposed Amendments"). All capitalized
terms used in this press release but not defined herein have the
meaning given to them in the Consent Solicitation Statement.
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
make a cash payment of $2.50 per
$1,000 principal amount of Notes, in
each case held by each holder as of the Record Date (as defined
herein) who has validly delivered its consent to the applicable
Proposed Amendments at or prior to the Expiration Time (as defined
herein) and who has not validly revoked its consent before the
applicable Effective Date. Subject to the waiver or satisfaction of
all conditions set forth in the Consent Solicitation Statement, the
Company will make the consent payment 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.
The Proposed Amendments will be effected by supplemental
indentures (each, as applicable, a "Supplemental Indenture") to be
entered into by the Company (in respect of the 2028 Notes,
Cincinnati Bell Telephone Company LLC), the Guarantors (as
applicable), and the applicable trustee as soon as practicable
after the time that the Requisite Consents have been received;
however, the Proposed Amendments will not become operative until
the consummation of the Acquisition. In order for the Proposed
Amendments Supplemental Indentures to be executed, the Company must
receive valid consents in respect of (i) of not less than 66-2/3%
in aggregate principal amount of the outstanding 2023 Notes (the
"2023 Notes Requisite Consents"), (ii) at least a majority in
aggregate principal amount of the outstanding 2024 Notes (the "2024
Notes Requisite Consents"), (iii) at least a majority in aggregate
principal amount of the outstanding 2025 Notes (the "2025 Notes
Requisite Consents") and (iv) of not less than 66-2/3% in aggregate
principal amount of the outstanding 2028 Notes (the "2028 Notes
Requisite Consents," and together with the 2023 Notes Requisite
Consents, the 2024 Notes Requisite Consents and the 2025 Notes
Requisite Consents, the "Requisite Consents"). Holders who do not
deliver their Consents prior to the applicable Expiration Time
shall be bound by the applicable Proposed Amendments if the
applicable Supplemental Indenture becomes operative as described
above. In addition, each of the Consent Solicitations is
conditioned on, the consummation of the other Consent
Solicitations. Regardless of the outcome of the Consent
Solicitations, the Notes will continue to be outstanding and will
continue to bear interest as provided in the applicable
Indenture.
The Consent Solicitations will expire at 5:00 p.m. New York
City time, on April 22, 2021
(such date and time, as the same may be extended by the Company
from time to time, in its sole discretion, the "Expiration
Time"). Only holders of record of the Notes as of
5:00 p.m., New York City time on April 7, 2021 (the "Record Date"), are eligible
to deliver consents to the Proposed Amendments in the Consent
Solicitations. The Company may, in its sole discretion, terminate,
extend or amend one or more of 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 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:
Josh
Pichler
Senior Manager,
Communications and Media
Tel: (513)
565-0310
Email:
Josh.Pichler@cinbell.com
|
|
|
Investors –
Cincinnati Bell:
Josh
Duckworth
Vice President of
Treasury, Corporate Finance and
Investor Relations
Tel: (513)
397-2292
Email:
Joshua.Duckworth@cinbell.com
|
View original
content:http://www.prnewswire.com/news-releases/cincinnati-bell-inc-announces-consent-solicitations-301265152.html
SOURCE Cincinnati Bell Inc.