Cincinnati Bell Inc. Announces Supplement To Consent Solicit
CINCINNATI, June 25, 2020 /PRNewswire/ -- Cincinnati Bell Inc. ("Cincinnati Bell" or the "Company") today announced that it has made available to Holders of its 7.000% Senior Notes due 2024 (the "2024 Notes") and Holders of its 8.000% Senior Notes due 2025 (the "2025 Notes" and, together with the 2024 Notes, the "Notes") a supplement, dated June 25, 2020 (the "Supplement"), to the Consent Solicitation Statement (as defined below) relating to its previously announced (i) solicitation of consents (the "2024 Notes Consent Solicitation") with respect to certain proposed amendments to the indenture, dated as of September 22, 2016 (as supplemented or amended), governing its 2024 Notes and (ii) solicitation of consents (the "2025 Notes Consent Solicitation," and together with the 2024 Notes Consent Solicitation, the "Consent Solicitations") with respect to certain proposed amendments to the indenture, dated as of October 6, 2017 (as supplemented or amended), governing its 2025 Notes.
Each separate Consent Solicitation is 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, the Company's press release, dated June 25, 2020, and the Supplement 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. All capitalized terms used in this press release but not defined herein have the meaning given to them in the Consent Solicitation Statement.
The Supplement contains a capitalization table setting forth the Company's cash and cash equivalents and consolidated debt capitalization as of March 31, 2020, (i) on an actual basis and (ii) on an as adjusted basis giving effect to the Acquisition and assuming that the Requite Consents are obtained for both series of Notes and the Proposed Amendments become operative.
The 2024 Notes Consent Solicitation is separate and distinct from the 2025 Notes Consent Solicitation, and each Consent Solicitation is being made independently of, and is not conditioned on, the consummation of the other Consent Solicitation. If the Requisite Consents are received for one Consent Solicitation, but not the other Consent Solicitation, the Company would be permitted to execute the applicable Proposed Amendments Supplemental Indenture for the applicable series of Notes for which the Requisite Consents have been received.
This press release is for informational purposes only and each Consent Solicitation is 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 and the Supplement 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 [email protected]. Holders of the Notes are urged to review the Consent Solicitation Statement and the Supplement for the detailed terms of each of the Consent Solicitations and the procedures for consenting to the Proposed Amendments. Any persons with questions regarding each of 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:
Senior Manager, Communications and Media
Vice President of Treasury, Corporate Finance and Investor Relations
Tel: (513) 565-0310
Tel: (513) 397-2292
Email: [email protected]
Email: [email protected]
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SOURCE Cincinnati Bell Inc.