CINCINNATI, July 12, 2021 /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 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 Expiration Time for the Consent Solicitations has been
extended to 5:00 p.m., New York City time, on September 9, 2021 (the "New Expiration
Time").
Other than with respect to the New Expiration Time, 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 July 9, 2021 and according to information
received by D.F. King & Co., Inc., 42.55% of the outstanding
2023 Notes, 98.53% of the outstanding 2024 Notes, 97.18% of the
outstanding 2025 Notes, and 45.42% 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, May 3,
2021, May 10, 2021,
May 17, 2021, May 24, 2021 and June 7,
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 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
|
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SOURCE Cincinnati Bell Inc.