Cincinnati Bell launches consent solicitations to prep for acquisition

Chicago, April 8 – Cincinnati Bell Inc. started consent solicitations to amend the indentures governing several series of notes in connection with the contemplated acquisition of the company by Macquarie Infrastructure Partners, with certain funds managed by the Private Equity Group of Ares Management Corp. having agreed to provide equity financing for the acquisition, according to a press release.

The consent solicitations are for the following series of notes: Cincinnati Bell’s 7¼% notes due 2023, 7% senior notes due 2024 and 8% senior notes due 2025 and the 6.3% debentures due 2028 which originally came from Cincinnati Bell Telephone Co.

The company seeks to amend the reporting covenants by replacing the requirement to file annual, quarterly and other periodic reports with the Securities and Exchange Commission with the requirement to provide some reports to the applicable holders of the notes through a noteholder website.

Further, the company seeks to amend the cross-payment and cross-default provisions of the 2023 notes and the 2028 notes to substantially conform to the corresponding provisions in the 2024 notes indenture and the 2025 notes indenture.

If the necessary consents are obtained, consenting noteholders will receive $2.50 per $1,000 note in cash at the time of the consummation of the acquisition, which is expected in the first half of 2021.

For the proposed amendments to be adopted, the company must receive consents from holders representing 66 2/3% of each of the 2023 notes and the 2028 notes and a majority of each of the 2024 notes and the 2025 notes.

Each of the consent solicitations is conditioned on the consummation of the other consent solicitations. However, the acquisition is not conditioned on the consent solicitations being successful.

The consent solicitations will expire at 5 p.m. ET on April 22. Only holders of record as of 5 p.m. ET on April 7 are eligible to deliver consents.

D.F. King & Co., Inc. (212 269-5550, 866 388-7452, cbb@dfking.com) is the information and tabulation agent.

Goldman Sachs & Co. LLC (212 902-6351) is the solicitation agent.

Cincinnati Bell is a Cincinnati-based owner, operator and developer of enterprise-class, carrier-neutral data center properties.

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