Current Report
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(D) of the Securities Exchange Act of
1934
Date
of report (Date of earliest event reported)
|
August
5, 2005
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CINCINNATI
BELL INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Ohio
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1-8519
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31-1056105
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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201
East Fourth Street, Cincinnati, OH 45202
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(Address
of Principal Executive Offices) (Zip Code)
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Registrant’s
telephone number, including area code
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(513)
397-9900
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|
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(Former
name or former address, if changed since last
report)
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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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Form 8-K
|
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Cincinnati
Bell Inc.
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Item 1.01
Entry into a Material Definitive Agreement.
On
August
5, 2005, Cincinnati Bell Inc. (the “Company”) entered into a Note Repurchase
Agreement (the “Repurchase Agreement”) with the holders (the “Holders”) of its
Senior
Subordinated Discount Notes due 2009 (the “Notes”). Under the Repurchase
Agreement, the Company will
repurchase (the “Repurchase”) all of the outstanding Notes and amend certain
provisions (the “Amendments”) of the Purchase Agreement dated as of December 9,
2002, as amended to the date hereof (the “Purchase Agreement”), by and among the
Company and
the
purchasers listed on the signature pages thereto entered into in connection
with
the initial private placement of the Notes.
Under
the
terms of the Repurchase Agreement, the Company’s obligation to repurchase the
Notes is conditioned upon, among other things, the receipt by the Company of
net
proceeds from new borrowings under its senior credit facilities in an amount
sufficient to provide all of the funds necessary to finance the Repurchase
on
terms and conditions satisfactory in all respects to the Company. The aggregate
purchase price for all of the outstanding Notes will be determined based upon
the closing date of the Repurchase and is expected to range from $446,828,526
if
the Repurchase closes on August 15, 2005 and to $447,871,782 if the Repurchase
closes on September 2, 2005. If the Repurchase does not close on or before
September 2, 2005, the parties have agreed to use their reasonable efforts
to
agree on a purchase price for the Notes.
The
Amendments set forth in the Repurchase Agreement delete Section 9 and Section
10
of the Purchase Agreement in their entirety and thereby eliminate, among other
things, (i) the Company’s obligation to provide the Holders with certain
financial information and (ii) the right of certain Holders to designate a
non-voting observer to attend and participate in all meetings of the Company’s
board of directors. The Amendments will not become effective unless and until
the Company consummates the Repurchase.
The
above
summary of the Repurchase and the Amendments is qualified in its entirety by
the
complete terms and provisions of the Repurchase Agreement attached hereto as
Exhibit 10.1.
Item 9.01
Financial Statements and Exhibits
(c) Exhibits
Exhibit
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Description
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10.1
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Note
Repurchase Agreement dated as of August 5,
2005
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SIGNATURE
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.
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CINCINNATI
BELL INC.
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By:
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/s/
Christopher J. Wilson
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Christopher
J. Wilson
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Vice
President and General Counsel
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Date
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August
8, 2005
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Exhibit
Index
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Exhibit
No.
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Exhibit
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10.1
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Note
Repurchase Agreement dated as of August 5,
2005
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