CINCINNATI BELL INC. Item 1.01 Entry into a Material Definitive Agreement
On
The Company entered into the Supplemental Indentures following receipt of the
requisite consents from holders of the Notes pursuant to its previously
announced consent solicitations (the "Consent Solicitations") to amend certain
provisions of the applicable indentures governing the Notes (the "Indentures"),
which expired at
The Supplemental Indentures became effective upon execution thereof, but the Proposed Amendments will only become operative upon the occurrence of certain conditions described in the Supplemental Indentures, including payment of the consent fees pursuant to the Consent Solicitations. If the conditions described in the Supplemental Indentures are not satisfied, the Indentures will revert to the form in effect immediately prior to the Effective Date.
The foregoing description of the Supplemental Indentures is a summary and is qualified in its entirety by reference to the Sixth Supplemental Indenture and Second Supplemental Indenture, which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated by reference into this Item 1.01.
Item 7.01 Regulation FD Disclosure
On
The information in Item 7.01 and the exhibit attached to this Current Report as Exhibit 99.1 are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934 or otherwise subject to the liabilities of that Section nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Act of 1934, except as shall be expressly stated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit No. Description
Exhibit 4.1 Sixth Supplemental Indenture, dated July 2, 2020 , among
Cincinnati Bell Inc. , the guarantors party thereto and Regions
Bank , as Trustee
Exhibit 4.2 Second Supplemental Indenture, dated July 2, 2020 , among
Cincinnati Bell Inc. , the guarantors party thereto and Regions
Bank , as Trustee
Exhibit 99.1 Press Release dated July 6, 2020
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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Cautionary Statement Concerning Forward-Looking Statements
This report and the documents incorporated by reference herein contain
forward-looking statements regarding future events and 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," "will," "may," "proposes," "potential," "could," "should," "outlook,"
or variations of such words and similar expressions are intended to identify
such forward-looking statements. In addition, any statements that refer to
projections of future financial performance, anticipated growth and trends in
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 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, (i) the risk that the Acquisition may not be completed in a timely manner or
at all; (ii) the possibility that any or all of the various conditions to the
consummation of the Acquisition may not be satisfied or waived, including the
failure to receive any required regulatory approvals from any applicable
governmental entities (or any conditions, limitations or restrictions placed on
such approvals); (iii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Acquisition, including in
circumstances which would require the Company to pay a termination fee or other
expenses; (iv) the effect of the announcement or pendency of the Acquisition on
the Company's ability to retain and hire key personnel, its ability to maintain
relationships with its customers, suppliers and others with whom it does
business, or its operating results and business generally; (v) risks related to
diverting management's attention from the Company's ongoing business operations;
(vi) the risk that shareholder litigation in connection with the Acquisition may
result in significant costs of defense, indemnification and liability; (vii)
risks related to the recent outbreak of COVID-19 (more commonly known as the
Coronavirus), including the risk that the receipt of certain approvals required
to consummate the Acquisition may be delayed; (viii) those discussed in this
release; and (ix) those discussed in other documents the company filed with the
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