Cincinnati Bell Inc. (NYSE:CBB) announced today the final results of its
previously announced cash tender offers (the "Tender Offers") for its
8.375% Senior Notes due 2020 (CUSIP No. 171871AN6) (the "2020 Notes")
and its 8.25% Senior Notes due 2017 (CUSIP No. 171871AL0) (the "2017
Notes" and, together with the 2020 Notes, the "Notes"), subject to a
maximum aggregate purchase price of $100,000,000 (the "Maximum Purchase
Price"). The Tender Offers expired at 11:59 p.m., New York City time, on
November 27, 2012. The terms and conditions of the Tender Offers are
described in the Offer to Purchase and related Letter of Transmittal,
dated October 29, 2012, distributed to holders of the Notes.
The principal amounts of Notes listed in the table below have been
validly tendered in connection with the Tender Offers:
Title of Security
Amount Prior to Early
Notes due 2020
Notes due 2017
On November 20, 2012, Cincinnati Bell accepted for purchase
approximately $91 million aggregate principal amount of its 2020 Notes.
The 2020 Notes accepted for payment were all tendered on or prior to
5:00 p.m., New York City time on November 9, 2012 (the "Early Tender
Acceptance of Notes for purchase was subject to the Maximum Purchase
Price, acceptance priorities and proration, all as described in the
Offer to Purchase and related Letter of Transmittal. The 2020 Notes had
a higher purchase priority than the 2017 Notes and therefore, due to the
Maximum Purchase Price, Cincinnati Bell did not accept for purchase any
2017 Notes or any Notes tendered after the Early Tender Date.
Holders who validly tendered their 2020 Notes on or prior to the Early
Tender Date and whose 2020 Notes were accepted for purchase received
total consideration of $1,097.50 per $1,000 principal amount of 2020
Notes, including an early tender premium of $30.00 per $1,000 principal
amount of 2020 Notes, subject to the terms and conditions set forth in
the Offer to Purchase and related Letter of Transmittal.
Cincinnati Bell retained Barclays Capital Inc. and Morgan Stanley & Co.
LLC to serve as the dealer managers for the Tender Offers. Requests for
documents may be directed to D.F. King & Co., Inc., the information
agent, by telephone at (800) 431-9633 or in writing at D.F. King & Co.,
Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, Attention: Elton
Bagley. Questions regarding the Tender Offers may be directed to
Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581
(collect), or Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or
(212) 761-1057 (collect), or in writing at Barclays Capital Inc.,
Attention: Liability Management Group at 745 Seventh Avenue, 5th floor,
New York, NY 10019 or Morgan Stanley & Co. LLC, Attention: Liability
Management Group at 1585 Broadway, Floor 4, New York, NY 10036.
This press release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an acceptance of the Tender
Offers. The Tender Offers were made solely by means of the Offer to
Purchase and related Letter of Transmittal and Cincinnati Bell's
obligation to accept any Notes tendered and to pay the consideration for
them is set forth solely therein. In those jurisdictions where the
securities, blue sky or other laws require any tender offer to be made
by a licensed broker or dealer, the Tender Offers will be deemed to be
made on behalf of Cincinnati Bell by the dealer managers or one or more
registered brokers or dealers licensed under the laws of such
Safe Harbor Note
This release may contain forward-looking statements regarding future
events and our future 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," "may," variations of such words and
similar expressions are intended to identify such forward-looking
statements. In addition, any statements that refer to projections of our
future financial performance, our anticipated growth and trends in our
businesses, and other characterizations of future events or
circumstances are forward-looking statements. Readers are cautioned
these forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties, which could
cause our 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, those
discussed in this release and those discussed in other documents we file
with the Securities and Exchange Commission (SEC). More information on
potential risks and uncertainties is available in our recent filings
with the SEC, including Cincinnati Bell's Form 10-K report, Form 10-Q
reports and Form 8-K reports. Actual results may differ materially and
adversely from those expressed in any forward-looking statements. We
undertake no obligation to revise or update any forward-looking
statements for any reason.
About Cincinnati Bell Inc.
With headquarters in Cincinnati, Ohio, Cincinnati Bell (NYSE: CBB)
provides integrated communications solutions - including local, long
distance, data, Internet, entertainment and wireless services - that
keep residential and business customers in Greater Cincinnati and Dayton
connected with each other and with the world. In addition, Cincinnati
Bell provides best-in-class data center colocation services to its
enterprise customers through its facilities with fully redundant power
and cooling solutions that are currently located in the Midwest, Texas,
London and Singapore. Complementing the colocation products, Cincinnati
Bell also offers complex information technology solutions like managed
services and technology staffing.
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