Cox Communications upsizes cash tender offer, provides early results

Chicago, June 2 – Cox Communications, Inc., a subsidiary of Cox Enterprises, Inc., upsized its tender offer launched on May 18 to purchase from 13 series of notes and announced early tender results in a press release on Wednesday morning.

The 13 series are separated into two pools. Cox is now offering to buy $1 billion from each pool, for a total of $2 billion.

Initially, the company was offering to buy $1 billion from the first pool (unchanged) and $750 million from the second pool (increased).

Pool 1

As of the early deadline, Cox expects to repurchase the following amounts of notes from the amount tendered for the four series included in the first pool of notes:

• All of the $539.21 million tendered of the $1 billion outstanding of 2.95% notes due 2023 (Cusip: 224044CA3) with pricing to be based on the 0.125% U.S. Treasury due April 30, 2023 plus a fixed spread of 20 basis points;

• $460.79 million, or 65.65%, of the $703,012,000 tendered of the $1 billion outstanding of 2.5% notes due 2024 (Cusip: 224044CH8) with pricing to be based on the 0.25% U.S. Treasury due May 15, 2024 plus a fixed spread of 30 bps;

• None of the $313,997,000 tendered of the $700 million outstanding of 3.85% notes due 2025 (Cusip: 224044CE5) with pricing to be based on the 0.75% U.S. Treasury due April 30, 2026 plus a fixed spread of 5 bps; and

• None of the $54,111,000 tendered of the $150 million outstanding of 7.625% notes due 2025 (Cusip: 224044AG2) with pricing to be based on the 0.75% U.S. Treasury due April 30, 2026 plus a fixed spread of 15 bps.

Pool 2

With the increased cap, Cox expects to purchase the following amounts of notes from the tenders received in the second pool of notes:

• All of the $388,128,000 tendered of the $808,813,000 outstanding of 8.375% notes due 2039 (Cusip: 224044BV8) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2041 plus a fixed spread of 110 bps, subject only in this series to a $400 million subcap;

All of the $24,499,000 tendered of the $179,363,000 outstanding of 6.95% notes due 2038 (Cusip: 224044BT3) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2041 plus a fixed spread of 110 bps;

• All of the $130,572,000 tendered of the $321,926,000 outstanding of 6.45% notes due 2036 (Cusip: 224044BR7) with pricing to be based on the 1.625% U.S. Treasury due May 15, 2031 plus a fixed spread of 155 bps;

• All of the $297,919,000 tendered of the $600 million outstanding of 4.6% notes due 2047 (Cusip: 224044CK1) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2051 plus a fixed spread of 105 bps;

• $158,882,000, or 66.6%, of the $238,678,000 tendered of the $500 million outstanding of 4.7% notes due 2042 (Cusip: 224044BY2) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2041 plus a fixed spread of 110 bps;

• None of the $204,476,000 tendered of the $500 million outstanding of 4.5% notes due 2043 (Cusip: 224044CC9) with pricing to be based on the 1.875% U.S. Treasury due Feb. 15, 2041 plus a fixed spread of 110 bps;

• None of the $378,125,000 tendered of the $650 million outstanding of 4.8% notes due 2035 (Cusip: 224044CF2) with pricing to be based on the 1.625% U.S. Treasury due May 15, 2031 plus a fixed spread of 125 bps;

• None of the $12,667,000 tendered of the $82,212,000 outstanding of 6.95% notes due 2028 (Cusip: 22404QAG3) with pricing to be based on the 1.625% U.S. Treasury due May 15, 2031 plus a fixed spread of 60 bps; and

• None of the $14,326,000 tendered of the $191,612,000 outstanding of 6.8% notes due 2028 (Cusip: 224044AN7) with pricing to be based on the 1.625% U.S. Treasury due May 15, 2031 plus a fixed spread of 60 bps.

Details

Cox is using the tender offers to manage its debt maturity profile, opportunistically prefund existing maturities and manage its overall cost of borrowing.

The early tender deadline was 5 p.m. ET on June 1.

Pricing was scheduled to take place at 10 a.m. ET on June 2. The consideration determined will include interest to the relevant settlement date and an early tender premium of $30 per $1,000 note for noteholders who tender by the early deadline.

Early settlement is planned for June 3.

The expiration deadline is technically 11:59 p.m. ET on June 15. However, the caps have been exceeded and the company does not expect to purchase any notes tendered after the early deadline.

Final settlement was expected for June 17.

The offer was subject to a new financing condition and the receipt of at least $1.5 billion, a condition which was satisfied.

J.P. Morgan Securities LLC (866 834-4666, 212 834-3424), RBC Capital Markets, LLC (877 381-2099, 212 618-7843) and Wells Fargo Securities, LLC (866 309-6316, 704 410-4756) will act as dealer managers.

D.F. King & Co., Inc is the information and tender agent for the offer (866 620-2536, 212 269-5550).

Cox is a broadband communications and entertainment company based in Atlanta.

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