CINCINNATI, May 17, 2021 / PRNewswire / – Cincinnati Bell Inc. (“Cincinnati Bell” or the “Company”) announced today that it is extending the expiration time (the “Expiration Time”) for its previously announced consent forms (the “Consent Statements”). with respect to certain proposed changes to the (i) Indenture dated July 1, 1993 (added and amended, the “2023 Notes Indenture”) for its 71/4% Notes Maturing 2023 (the “2023 Notes”), (ii) Indenture 22nd September 2016 (as amended and amended to the “2024 Notes Indenture”) for its 7,000% Senior Notes Maturing 2024 (the “2024 Notes”), (iii) Indenture dated October 6, 2017 (as amended and amended to the “2025 Notes Indenture”) for its 8,000% Senior Notes maturing in 2025 (the “2025 Notes”) and (iv) Indenture dated November 30, 1998 (as amended and amended, the “2028 Notes Indenture” and together with the 2023 Notes Indenture, 2024 Notes Indenture, and 2025 Notes Indenture, the “Indentures”), which is Cincinnati Bell Telephone Company LLC (formerly known as Cincinnati Bell Telephone Company) 6.30% of the Notes due 2028 guaranteed by the Company (the “2028 Notes” and together with the 2023 Notes, 2024 Notes and 2025 Notes, the “Notes”).
The expiry time for the declaration of consent has been extended to 5.00, New York City time is running May 21, 2021 (the “New Expiration Time”).
Except for the new expiration time, the terms of the consent forms set out in the consent form (as defined below) will remain unchanged. Holders of bonds who have already validly given their consent in accordance with the consent requests do not need to take any additional measures to give their consent.
From 5.00, New York City time is running May 14, 2021 According to DF King & Co., Inc., 36.81% of the outstanding 2023 debt, 98.53% of the outstanding 2024, 97.14% of the outstanding 2025, and 43.44% of the outstanding 2028 Bonds validly agreed and not revoked in the requests for consent.
The Company has received the necessary approvals for the proposed changes to the 2024 Notes Indenture and the 2025 Notes Indenture. The consent of the holders of the 2023 Notes and the 2028 Notes of at least 66-2 / 3% of the nominal amount of the outstanding 2023 Notes and 2028 Notes, respectively, is required in accordance with the provisions of the applicable Indentures for the respective Notes Proposed Changes, which are to be approved and bound for the holders of the 2023 bonds or the 2028 bonds.
The declarations of consent are made exclusively under the conditions and 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 and May 10, 2021 and the additional information described above and, as may be changed or supplemented from time to time, the “Consent Solicitation Statement”). The company may, at its own discretion, terminate, extend, or change the declarations of consent at any time as described in the declaration of consent.
This press release is for informational purposes only and the consent forms are given solely on the terms and conditions set out in the consent form. Furthermore, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security. The declaration of consent does not constitute a declaration of consent in any jurisdiction in or to or from any person to or from whom it is It is unlawful to obtain such solicitation under applicable federal securities or blue sky laws.
Copies of the informed consent are available from DF King & Co., Inc., the information and tabulation agent, at (212) 269-5550 (banks and brokers), (866) 388-7452 (all others toll free) or by email mail to [email protected]. The Holders of the Notes are invited to review the Consent Form for the detailed terms of the Consent Forms 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 (Pickup).
About Cincinnati Bell Inc.
Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE: CBB) offers residential and business customers integrated communications solutions over fiber optic and copper networks, including high-speed Internet, video, voice and data. Cincinnati Bell offers service in areas of Ohio, Kentucky, Indiana and Hawaii. In addition, corporate customers over The United States and Canada Rely on CBTS and OnX for efficient, scalable office communication systems and end-to-end IT solutions. For more information, please visit www.cincinnatibell.com. The information on the Cincinnati Bell website is not incorporated by reference in 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 statements of historical fact, are statements that could be viewed as 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 such as “expects”, “anticipates”, “forecasts”, “projects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “continues”, “endeavors”, “strives” The “will”, “may”, “suggests”, “potential”, “could”, “should”, “outlook” or variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, all statements that relate to projections of future financial performance, expected growth and trends in companies, as well as 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 that could cause actual results to differ materially and adversely from those contained in the forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to: (i) the risk that the acquisition will not be completed on time or not at all; (ii) the possibility that some 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 from applicable government agencies (or any conditions, restrictions, or restrictions that have been imposed) such approvals); (iii) the occurrence of an event, change, or other circumstance that could result in the termination of the Acquisition, including in circumstances where Cincinnati Bell would be required to pay a termination fee or other expense; (iv) the effect of the announcement or pendency of the acquisition on Cincinnati Bell’s ability to retain and recruit key personnel, its ability to maintain relationships with its customers, suppliers and other persons with whom it does business, or its results of operations and Business in general; (v) risks associated with the distraction of management from the day-to-day operations of Cincinnati Bell; (vi) the risk that shareholder disputes relating to the acquisition could result in significant defense, compensation 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 to complete the Acquisition; 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 that Cincinnati Bell has filed with the SEC. Actual results could differ materially and adversely from the results contained in any forward-looking statements. Cincinnati Bell assumes no obligation to revise or update any forward-looking statements for any reason and expressly disclaims any obligation except as required by law.
For further information please contact:
Media – Cincinnati Bell:
Senior Manager, Communication and Media
Tel .: (513) 565-0310
E-mail: [email protected]
Investors – Cincinnati Bell:
Vice President for Treasury, Corporate Finance and Investor Relations
Tel .: (513) 397-2292
E-mail: [email protected]
SOURCE Cincinnati Bell Inc.