Cincinnati Bell Inc. Announces Expiry Period Extensions for Previously Announced Consent Notes for 7 1/4% Notes Due 2023, 7,000% Senior Notes Due 2024, 8,000% Senior Notes Due 2025, and 6.30% Notes Due 2028
CINCINNATI, June 7, 2021 / PRNewswire / – Cincinnati Bell Inc. (“Cincinnati Bell” or the “Company”) announced today that it has extended the expiration period (the “Expiration Time”) for its previously announced consent solicitation (the “Consent Consent”) with respect to certain proposed changes to the (i) Agreement, dated on July 1, 1993 (as amended and amended, the “Bond Agreement 2023”), which governs its 71/4% bonds due until 2023 (the “Bonds 2023”), (ii) Agreement dated 22nd September 2016 (as amended and amended, the “2024 Bond”) for its 7,000% bond due 2024 (the “2024 Bonds”), (iii) bond dated dated October 6, 2017 (as amended and amended, the “Bond 2025”) governing its 8,000% Senior Notes maturing in 2025 (the “Bonds 2025”) and (iv) the contract dated November 30, 1998 (as amended and amended, the “Bond Agreement 2028” and together with the Bond Agreement 2023, the Bond Agreement 2024 and the Bond Agreement 2025, the “Bond Agreements”) governing Cincinnati Bell Telephone Company LLC (formerly known as the Cincinnati Bell Telephone Company) ) 6.30% Notes due 2028 guaranteed by the Company (the “Bonds 2028” and together with the Bonds 2023, the Bonds 2024 and the Bonds 2025, the “Bonds”).
The expiry time for declarations of consent has been extended to 5.00, New York City time is running July 9, 2021 (the “new expiration time”).
Apart from the new expiration time, the terms of the declarations of consent described in the Declaration of Consent (as defined below) will remain unchanged. Holders of bonds who have already validly given their consent in accordance with the declarations of consent do not need to take any further measures to give their consent.
From 5.00, New York City time is running June 4, 2021 and based on the information received from DF King & Co., Inc., 41.45% were the outstanding 2023 bonds, 98.53% were the outstanding 2024 bonds, 97.16% were the outstanding 2025 bonds, and 44.92% were the outstanding 2028 bonds in the declarations of consent validly approved and not revoked.
The company has obtained the necessary approvals for the proposed amendments to the 2024 Bond Agreement and the 2025 Bond Agreement. The approval of the holders of the 2023 Bonds and the 2028 Bonds in the amount of not less than 66-2 / 3% of the nominal amount of the outstanding 2023 Bonds and 2028 Bonds, respectively, is subject to the terms of the applicable Bonds for the respective Proposed Changes to be approved and binding for the holders of the bonds 2023 and 2028 respectively.
The declarations of consent are made exclusively under the conditions and are subject to the conditions set out in the declaration of consent dated April 8, 2021 (supplemented by the company’s press releases dated April 23, 2021, May 3, 2021,May 10, 2021, May 17, 2021 and May 24, 2021 and the additional information described above as well as the “Declaration of Consent”), which may be changed or supplemented from time to time. The company can terminate, further extend or change the declarations of consent at any time at its own discretion, as described in the declaration of consent.
This press release is for informational purposes only and the consent forms are made solely on the terms and conditions set out in the consent form. Furthermore, this press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities. The consent solicitation does not constitute the solicitation of consents in any jurisdiction in which or to or from any person to or from whom it is illegal under the applicable federal securities or blue sky law to make such a request.
Copies of the declaration of consent can be obtained from DF King & Co., Inc., the information and tabulation office, at (212) 269-5550 (banks and brokers), (866) 388-7452 (all others, toll-free) or by email email to [email protected]. The Holders of the Notes are strongly encouraged to review the Consent Solicitation Statement for the detailed terms of the informed consent statements and the procedures for agreeing to the proposed changes. Individuals with questions about the consent forms should contact the Solicitation Agent, Goldman Sachs & Co. LLC, at (212) 902-6351 (Collect).
About Cincinnati Bell Inc.
Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE: CBB) provides residential and business customers with integrated communications solutions including high-speed Internet, video, voice and data over its fiber and copper networks. Cincinnati Bell offers service in areas of Ohio, Kentucky, Indiana and Hawaii. In addition, corporate customers can throughout The United States and Canada rely on CBTS and OnX for efficient, scalable office communication systems and integrated IT solutions. More information is available at www.cincinnatibel.com. The information on the Cincinnati Bell website is not incorporated by reference into this press release.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this release contain forward-looking statements about 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 historical facts, are statements that may be considered forward-looking statements. These statements are based on current expectations, estimates, projections and projections about the industries in which we operate and the beliefs and assumptions of our management. Words like “expected”, “anticipated”, “forecast”, “projected”, “intends”, “planet”, “believes”, “seeks”, “estimates”, “continues”, “endeavors”, “endeavors,” “Will,” “may,” “suggest,” “potentially,” “could,” “should,” “look” or variations of such words and similar expressions are intended to identify such forward-looking statements Future financial results, expected growth and trends in companies and other characterizations of future events or circumstances relate to 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 that could lead to the fact that Actual results may differ materially and adversely from those expressed in the forward-looking statements, regarding the factors causing or causing such differences may contribute, include, but are not limited to: (i) the risk that the acquisition will not be completed on time or at all; (ii) the possibility that any or all of the various conditions for the completion of the Acquisition may not be met or waived, including failure to obtain necessary regulatory approvals (or conditions, limitations, or restrictions on such approvals) from applicable government agencies ; (iii) the occurrence of an event, change, or other circumstance that could result in the termination of the Acquisition, including any circumstance that would require Cincinnati Bell to pay a termination fee or other expense; (iv) the impact 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 results of operations and business in the General; (v) risks associated with the distraction of management from the day-to-day operations of Cincinnati Bell; (vi) the risk that litigation with shareholders in relation to the acquisition could result in significant defense, indemnity and liability costs; (vii) Risks related to the recent COVID-19 (better known as Coronavirus) outbreak, including the risk of delay in obtaining certain approvals required for the acquisition to take place; 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, the Cincinnati Bell has filed with the SEC. Actual results could differ materially and adversely from those expressed in any forward-looking statements. Cincinnati Bell assumes no obligation to revise or update any forward-looking statements for any reason, except as required by applicable law and expressly disclaims any obligation.
For more information please contact:
Media – Cincinnati Bell:
Senior Manager, Communication and Media
Tel: (513) 565-0310
E-mail: [email protected]
Investors – Cincinnati Bell:
Vice President Treasury, Corporate Finance and Investor Relations
Tel: (513) 397-2292
E-mail: [email protected]
SOURCE Cincinnati Bell Inc.