0000950157-16-002156.txt : 20160913 0000950157-16-002156.hdr.sgml : 20160913 20160913083343 ACCESSION NUMBER: 0000950157-16-002156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160913 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160913 DATE AS OF CHANGE: 20160913 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: 161882044 BUSINESS ADDRESS: STREET 1: 221 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-397-9900 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 form8k.htm CURRENT REPORT

UNITED STATES

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: September 13, 2016

CINCINNATI BELL INC.

(Exact Name of Registrant as Specified in its Charter)

Ohio	001-8519	31-1056105
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

221 East Fourth Street

Cincinnati, OH 45202

(Address of Principal Executive Office)

Registrant's telephone number, including area code: (513) 397-9900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On September 13, 2016, Cincinnati Bell Inc. (the “Company”) issued a press release announcing the intention to offer $425 million aggregate principal amount of its senior notes due 2024 (the “Notes”) in a private offering, subject to market and other conditions. The Notes will be guaranteed, jointly and severally, on a senior unsecured basis, by certain of the Company’s existing and future domestic subsidiaries. A copy of the press release is attached hereto as Exhibit 99.1.

The Notes and the related guarantees will not be registered under the Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

On September 13, 2016, the Company issued a press release announcing the commencement of an offer to purchase for cash (the “Offer”) any and all of its outstanding 8.375% Senior Notes due 2020 (CUSIP No. 171871AN6). The Offer is being made upon the terms and conditions set forth in the Offer to Purchase dated September 13, 2016 (the “Offer to Purchase”), and in the related Letter of Transmittal and the related Notice of Guaranteed Delivery. The Offer will expire at 5:00 p.m. New York City time, on September 19, 2016, unless extended or earlier terminated as described in the Offer to Purchase. A copy of the press release is attached hereto as Exhibit 99.2.

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated September 13, 2016
99.2		Press Release dated September 13, 2016

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.

Date: September 13, 2016	By:	/s/ Christopher J. Wilson
		Christopher J. Wilson
		Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated September 13, 2016
99.2		Press Release dated September 13, 2016

EX-99.1 2 ex99-1.htm

Exhibit 99.1

CINCINNATI BELL INC. ANNOUNCES PROPOSED OFFERING OF

$425 MILLION OF SENIOR NOTES DUE 2024

CINCINNATI—September 13, 2016—Cincinnati Bell Inc. (NYSE: CBB) (the “Company”) today announced that it plans to offer $425 million aggregate principal amount of its senior notes due 2024 (the “Notes”), subject to market and other conditions. The Notes will be guaranteed, jointly and severally, on a senior unsecured basis, by certain of the Company’s existing and future domestic subsidiaries.

The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand, to purchase any and all of the Company’s outstanding 8.375% Senior Notes due 2020 (the “2020 Notes”) that are validly tendered in a tender offer commenced by the Company today (the “Tender Offer”) and to redeem, repurchase or satisfy and discharge any 2020 Notes not purchased in the Tender Offer (in each case, including paying any accrued interest) in accordance with the indenture for the 2020 Notes and pay related transaction fees and expenses.

The Notes will be offered in the United States to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States under Regulation S under the Securities Act. The Notes and the related guarantees will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release is for informational purposes only and is neither an offer to buy or sell nor a solicitation of an offer to buy or sell the securities described herein. There shall not be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Safe Harbor Note

This release and the documents incorporated by reference herein 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 Inc. (NYSE:CBB) provides integrated communications solutions – including local and long distance voice, data, high-speed Internet and video – that keep residential and business customers in Greater Cincinnati and Dayton connected with each other and with the world. In addition, enterprise customers across the United States rely on CBTS, a wholly-owned subsidiary, for efficient, scalable office communications systems and end-to-end IT solutions. For more information, please visit www.cincinnatibell.com. The information on the Company’s website is not incorporated by reference in this press release.

INVESTOR CONTACT:

Joshua Duckworth

Phone: 513-397-2292

E-mail: Joshua.Duckworth@cinbell.com

MEDIA CONTACT:

Jane Weiler

Phone: 513-397-9941

E-mail: Jane.Weiler@cinbell.com

EX-99.2 3 ex99-2.htm

Exhibit 99.2

CINCINNATI BELL INC. ANNOUNCES TENDER OFFER

CINCINNATI – September 13, 2016 – Cincinnati Bell Inc. (NYSE:CBB) (the “Company”) today announced that it has commenced an offer to purchase for cash (the “Offer”) any and all of its outstanding 8.375% Senior Notes due 2020 (the “Notes”) on the terms set forth in the table below.


Title of Security and CUSIP Numbers	Outstanding Principal Amount	Offer Consideration (1)
8.375% Senior Notes due 2020 (CUSIP No. 171871AN6; ISIN No. US171871AN65)	$397.1 million	$1,032.50

(1)	Per $1,000 principal amount of Notes.

The Offer is being made upon the terms and conditions set forth in the Offer to Purchase dated September 13, 2016 (the “Offer to Purchase”), and in the related Letter of Transmittal and the related Notice of Guaranteed Delivery. The Offer will expire at 5:00 p.m. New York City time, on September 19, 2016, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”).

Holders of Notes who desire to participate in the Offer must validly tender their Notes or deliver a properly completed and duly executed Notice of Guaranteed Delivery at or before the Expiration Time and must not validly withdraw their Notes at or before the Expiration Time in order to be eligible to receive the “Offer Consideration” set forth in the table above. In addition, accrued and unpaid interest up to, but not including, the payment date of the Notes will be payable in cash on all validly tendered and accepted Notes. Payment for Notes that are validly tendered and accepted for purchase by the Company at or before the Expiration Time is expected to occur on or around September 22, 2016 (the “Payment Date”).

The Company’s obligation to accept for purchase and to pay for any Notes validly tendered pursuant to the Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase. Notes tendered pursuant to the Offer may be withdrawn at any time before the earlier of (i) the Expiration Time or (ii) if the Offer is extended, the 10th business day after the commencement of the Offer. Notes tendered pursuant to the Offer may also be withdrawn at any time after the 60th business day after commencement of the Offer if, for any reason, the Offer has not been consummated within 60 business days of commencement.

The Company expressly reserves the right, in its sole discretion, subject to applicable law, to (i) terminate or withdraw the Offer at any time and not accept for purchase any Notes, (ii) waive any or all of the conditions of the Offer, in whole or in part, at any time prior to the Expiration Time and from time to time, (iii) extend the Expiration Time or (iv) otherwise amend the Offer in any respect. If the Company makes a material change in the terms of the Offer or the information concerning the Offer or waives a material condition of the Offer, the Company will disseminate additional offering materials and extend the Offer to the extent required by law. Until the Expiration Time, no assurance can be given that the Offer will be completed.

The Company has retained Morgan Stanley & Co. LLC to serve as sole dealer manager for the Offer. Requests for documents may be directed to D.F. King & Co., Inc., the information agent and tender agent for the Offer, by telephone at (877) 679-4107 or in writing at D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005 or cbb@dfking.com.

Copies of the Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other documents related to the Offer will, until the Payment Date, be maintained at www.dfking.com/cbb.

None of the Company, the Dealer Manager, the Information Agent or the Tender Agent makes any recommendation in connection with the Offer. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

This press release is for informational purposes only and is neither an offer to purchase or sell nor a solicitation of an offer to purchase or sell any securities. The Offer is being made solely by means of the Offer to Purchase dated September 13, 2016, the related Letter of Transmittal and the related Notice of Guaranteed Delivery. 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 Offer will be deemed to be made on behalf of the Company by one or more registered brokers or dealers licensed under the laws of such jurisdiction.