Cincinnati Bell Inc. Enters into Agreement to Sell Common Units of Limited Partnership Interests in CyrusOne LP
March 31 2015 - 6:30PM
Business Wire
Cincinnati Bell Inc. (NYSE:CBB) (“Cincinnati Bell”) announced
today that it entered into a purchase agreement with CyrusOne Inc.
(“CyrusOne”) to sell 12,400,000 operating partnership units (plus
up to an additional 1,860,000 operating partnership units if the
underwriters exercise their option described below) in CyrusOne’s
operating partnership, CyrusOne LP, for $29.8752 per operating
partnership unit. The number of operating partnership units to be
sold was increased from the previously announced 12,200,000
operating partnership units. CyrusOne announced today it had priced
the public offering of 12,400,000 shares of its common stock and
granted the underwriters an option to purchase up to 1,860,000
additional shares, the net proceeds of which will be used to
acquire operating partnership units from two subsidiaries of
Cincinnati Bell.
Upon completion of the acquisition, Cincinnati Bell will
effectively own approximately 24.5% (or approximately 21.7% if the
underwriters in CyrusOne’s public offering exercise their option to
purchase additional shares of CyrusOne’s common stock in full, the
net proceeds of which would be used to purchase additional
operating partnership units) of CyrusOne through its interests in
the outstanding shares of common stock of CyrusOne and its
interests in the common units of limited partnership interest of
CyrusOne LP, which are exchangeable, at CyrusOne’s election, into
shares of common stock of CyrusOne.
The shares of CyrusOne’s common stock are being offered pursuant
to a shelf registration statement that has been declared effective
by the Securities and Exchange Commission (“SEC”). The offering of
CyrusOne’s common stock will be made only by means of the
prospectus supplement and accompanying prospectus. The preliminary
prospectus supplement and accompanying prospectus related to the
offering has been filed with the SEC and is available on the SEC’s
website at http://www.sec.gov. A copy of the preliminary prospectus
supplement and accompanying prospectus related to the offering may
be obtained by contacting Citigroup, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by
calling (800) 831-9146; Morgan Stanley, 180 Varick Street, 2nd
Floor, New York, New York 10014, Attention: Prospectus Department;
Barclays, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, by calling (888) 603-5847 or by
emailing Barclaysprospectus@broadridge.com; Deutsche Bank
Securities, Attention: Prospectus Group, 60 Wall Street, New York,
New York 10005-2836, by calling (800) 503-4611 or by emailing
prospectus.cpdg@db.com; Goldman, Sachs & Co., 200 West Street,
New York, New York 10282, Attention: Prospectus Department, by
calling (866) 471-2526 or by emailing
prospectus-ny@ny.email.gs.com; or J.P. Morgan, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York
11717, Attention: Prospectus Department, by calling (866) 803-9204
or by emailing prospectus-eq_fi@jpmchase.com.
This news release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be
any sale of such securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
Safe Harbor
This release contains 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,” “may,” 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,
including, but not limited to: the occurrence of any event, change,
or other circumstance that could give rise to the termination or
modification of any of the transaction documents; the inability to
achieve anticipated financial results; and unexpected costs, fees,
expenses and charges incurred by Cincinnati Bell related to the
transactions, any of which could cause actual results to differ
materially and adversely from those reflected in the
forward-looking statements. Other factors that could cause or
contribute to such differences include, but are not limited to,
those discussed in this release and those discussed in documents
Cincinnati Bell filed with the 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. Cincinnati Bell undertakes no obligation to revise or
update any forward-looking statements for any reason. The
forward-looking statements included in this release represent
Cincinnati Bell estimates as of the date hereof. Cincinnati Bell
anticipates that subsequent events and developments will cause its
estimates to change.
About Cincinnati Bell
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. Cincinnati Bell
effectively owns 44 percent of CyrusOne (NASDAQ: CONE), which is
held in the form of CyrusOne common stock and CyrusOne LP
partnership units. CyrusOne specializes in highly reliable
enterprise-class, carrier-neutral data center properties and
provides mission-critical data center facilities that protect and
ensure the continued operation of IT infrastructure for more than
665 customers, including nine of the Fortune 20 and 144 of the
Fortune 1000 companies or private or foreign enterprises of
equivalent size. For more information, please visit
www.cincinnatibell.com.
Cincinnati Bell Inc.Investor contact:Josh Duckworth,
513-397-2292Joshua.Duckworth@cinbell.comorMedia contact:Jane
Weiler, 513-397-9941Jane.Weiler@cinbell.com
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