-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pey/yCq5muU7jmToK3hsnIDUMQVblEp28cXqmkKz+KCc5MOSd188q17F16QqTDLp A1UqNyYd0xTr2Zw1LXdQHg== 0000950152-03-009915.txt : 20031121 0000950152-03-009915.hdr.sgml : 20031121 20031121103256 ACCESSION NUMBER: 0000950152-03-009915 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031121 ITEM INFORMATION: Other events FILED AS OF DATE: 20031121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINCINNATI BELL INC CENTRAL INDEX KEY: 0000716133 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 311056105 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08519 FILM NUMBER: 031016927 BUSINESS ADDRESS: STREET 1: 201 E FOURTH ST 102 732 CITY: CINCINNATI STATE: OH ZIP: 45201 BUSINESS PHONE: 5133979900 MAIL ADDRESS: STREET 1: P O BOX 2301 CITY: CINCINNATI STATE: OH ZIP: 45201 FORMER COMPANY: FORMER CONFORMED NAME: BROADWING INC DATE OF NAME CHANGE: 20000512 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI BELL INC /OH/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CBI INC DATE OF NAME CHANGE: 19830814 8-K 1 l04273ae8vk.txt CINCINNATI BELL, INC. 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: November 21, 2003 CINCINNATI BELL INC. (Exact name of registrant as specified in its charter) Ohio 1-8519 31-1056105 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 201 East Fourth Street Cincinnati, Ohio 45202 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 397-9900 FORM 8-K CINCINNATI BELL INC. ITEM 5. OTHER EVENT. Cincinnati Bell Inc. announced the completion of its placement of $540 million aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2014 in a private placement under Rule 144A of the Securities Act of 1933. The net proceeds from the offering were used to purchase all of the Company's outstanding Convertible Subordinated Notes due 2009, which bore interest at 9% per annum, and to reduce outstanding borrowings under its revolving credit facility. In addition, the Company announced it has amended its senior credit facilities to permanently repay all its previous Term A, Term B and Term C facilities, and a portion of its revolving credit facility, with the proceeds of a new $525 million Term D facility. A copy of the Press Release is attached as Exhibit 99.1. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CINCINNATI BELL INC. By: /s/ Christopher J. Wilson ----------------------------------------- Christopher J. Wilson Vice President and General Counsel Date: November 21, 2003 Exhibit Index
Exhibit No. Exhibit Page No. ----------- ------- -------- 99.1 Press Release of the Company dated November 20, 2003
EX-99.1 3 l04273aexv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 CINCINNATI BELL INC. PRESS RELEASE Investor/Media contact: - ----------------------- Kevin Sullivan 513.397.5752 kevin.sullivan@cinbell.com CINCINNATI BELL INC. ANNOUNCES COMPLETION OF ITS $540M 8 3/8% SENIOR SUBORDINATED NOTES OFFERING, PURCHASE OF CONVERTIBLE SUBORDINATED NOTES, AND AMENDMENT OF ITS SENIOR CREDIT FACILITIES CINCINNATI - November 20, 2003 - Cincinnati Bell Inc. (NYSE:CBB) announced the completion of its placement of $540 million aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2014 in a private placement under Rule 144A of the Securities Act of 1933. The net proceeds from the offering were used to purchase all of the Company's outstanding Convertible Subordinated Notes due 2009, which bore interest at 9 percent per annum, and to reduce outstanding borrowings under its revolving credit facility. The Notes will mature on January 15, 2014. Interest on the Notes will be payable semiannually on January 15 and July 15 of each year, beginning on July 15, 2004. In addition, the Company announced it has amended its existing Senior Credit Facilities to permanently repay all of its $327 million outstanding Term A, Term B, and Term C facilities, and $198 million of its revolving loan facility, with the proceeds of $525 million in new Term D borrowings. The Term D facility will fully mature in June 2008 and bear interest at 250 basis points over LIBOR. The Term A, Term B, and Term C facilities had been bearing interest at 375 basis points over LIBOR, while borrowings under the revolving credit facility bear interest at 425 basis points over LIBOR. This amendment therefore reduces the company's weighted average interest rate by 144 basis points on the $525 million. 2 ABOUT CINCINNATI BELL INC. Cincinnati Bell Inc. (NYSE: CBB) is parent to one of the nation's most respected and best performing local exchange and wireless providers with a legacy of unparalleled customer service excellence. The Company was recently ranked number one in customer satisfaction, for the third year in a row, by J.D. Power and Associates for residential long distance among mainstream users. Cincinnati Bell provides a wide range of telecommunications products and services to residential and business customers in Ohio, Kentucky and Indiana. Cincinnati Bell is headquartered in Cincinnati, Ohio. For more information, visit www.cincinnatibell.com. SAFE HARBOR NOTE Note: Information included in this news release contains forward-looking statements that involve potential risks and uncertainties. Cincinnati Bell's future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, Cincinnati Bell's ability to maintain its market position in communications services, general economic trends affecting the purchase of telecommunication services, world and national events that may affect the ability to provide services, changes in the regulatory environment and its ability to develop and launch new products and services. More information on potential risks and uncertainties is available in the company's recent filings with the Securities and Exchange Commission, including Cincinnati Bell's annual Form 10-K report, Quarterly Form 10-Q reports, Forms 8-K, and Forms S-4 and S-3 Registration Statements. 2 -----END PRIVACY-ENHANCED MESSAGE-----