|[November 12, 2012]
Cincinnati Bell Announces Early Results of Tender Offers
CINCINNATI --(Business Wire)--
Cincinnati Bell (News - Alert) Inc. (NYSE:CBB) today announced that as of 5:00 p.m.,
New York City time, on November 9, 2012 (the "Early Tender Date"), the
principal amounts listed in the table below of 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") had been tendered in connection with
its previously announced cash tender offers for up to a maximum
aggregate purchase price of $100,000,000 (the "Maximum Purchase Price")
of outstanding Notes.
Title of Security
Amount Prior to Early
8.375% Senior Notes due 2020
8.250% Senior Notes due 2017
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. Payments of the consideration for
the Notes validly tendered on or before the Early Tender Date and
accepted for purchase are expected to be made on or about November 20,
Holders who validly tendered their 2020 Notes on or before the Early
Tender Date and whose 2020 Notes are accepted for purchase will receive
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.
It is anticipated that Cincinnati Bell will not accept for purchase any
validly tendered and not subsequently validly withdrawn 2017 Notes. The
2020 Notes have a higher purchase priority than the 2017 Notes and on
any payment date Cincinnati Bell will accept for purchase all validly
tendered and not subsequently validly withdrawn 2020 Notes, subject to
the Maximum Purchase Price, prior to accepting any 2017 Notes for
purchase (the "Acceptance Priority").
Acceptance of Notes for purchase in the tender offers is subject to the
Maximum Purchase Price, acceptance priorities and proration, all as
described in the Offer to Purchase. All Notes that were tendered for
purchase prior to the Early Tender Date will have priority over any
Notes that are tendered for purchase after the Early Tender Date.
Accordingly, as the aggregate purchase price for Notes tendered for
purchase prior to the Early Tender Date equals or exceeds the Maximum
Purchase Price, it is anticipated that no Notes tendered for purchase
after the Early Tender Date will be accepted for purchase (even if they
have a higher purchasing priority as indicated by the Acceptance
Priority Level in the table above). Validly tendered Notes may no longer
be validly withdrawn.
Cincinnati Bell has 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.
Cincinnati Bell's obligation to accept any securities tendered and to
pay the consideration for them is set forth solely in the Offer to
Purchase and related Letter of Transmittal.
This press release is not an offer to purchase or a solicitation of an
acceptance of the tender offers. Cincinnati Bell may extend or, subject
to certain conditions, terminate the tender offers at any time and in
its sole discretion.
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 (News - Alert)). 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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