Cincinnati Bell 2012 Annual Report Download - page 168

8
3
⁄ 8 % Senior Notes due 2020
In the fourth quarter of 2010, the Company issued $775 million of 8
3
⁄ 8 % Senior Notes due 2020 (“8
3
⁄ 8 %
Senior Notes”). The net proceeds of $779.3 million, after premiums, were used to redeem $756.2 million of the
Company’s Tranche B Term Loan. The 8
3
⁄ 8 % Senior Notes are fixed rate bonds to maturity. In the fourth quarter
of 2012, the Company conducted a tender offer and redeemed $91.1 million of the 8
3
⁄ 8 % Senior Notes.
Interest on the 8
3
⁄ 8 % Senior Notes is payable semi-annually in cash in arrears on April 15 and October 15 of
each year, commencing April 15, 2011. The 8
3
⁄ 8 % Senior Notes are unsecured senior obligations ranking equally
with all existing and future senior debt and ranking senior to all existing and future senior subordinated
indebtedness and subordinated indebtedness. Each of the Company’s current and future subsidiaries that is a
guarantor under the Corporate Credit Agreement is also a guarantor of the 8
3
⁄ 8 % Senior Notes on an unsecured
senior basis, with certain immaterial exceptions. The indenture governing the 8
3
⁄ 8 % Senior Notes contains
covenants including but not limited to the following: limitations on dividends to shareowners and other restricted
payments; dividend and other payment restrictions affecting the Company’s subsidiaries such that the
subsidiaries are not permitted to enter into an agreement that would limit their ability to make dividend payments
to the parent; issuance of indebtedness; asset dispositions; transactions with affiliates; liens; investments;
issuances and sales of capital stock of subsidiaries; and redemption of debt that is junior in right of payment. The
indenture governing the 8
3
⁄ 8 % Senior Notes provides for customary events of default, including for nonpayment
at final maturity and for a default of any other existing debt instrument that exceeds $35 million.
The Company may redeem the 8
3
⁄ 8 % Senior Notes for a redemption price of 104.188%, 102.792%,
101.396% and 100.000% on or after October 15, 2015, 2016, 2017, and 2018, respectively. At any time prior to
October 15, 2015, the Company may redeem all or part of the 8
3
⁄ 8 % Senior Notes at a redemption price equal to
the sum of (1) 100% of the principal, plus (2) the greater of (a) 1% of the face value of the 8
3
⁄ 8 % Senior Notes or
(b) the excess over the principal amount of the sum of the present values of (i) 104.188% of the face value of the
8
3
⁄ 8 % Senior Notes, and (ii) interest payments due from the date of redemption to October 15, 2015, in each case
discounted to the redemption date on a semi-annual basis at the applicable U.S. Treasury rates plus one-half
percent, plus (3) accrued and unpaid interest, if any, to the date of redemption. Prior to October 15, 2013, the
Company may redeem up to a maximum of 35% of the aggregate principal amount of the 8
3
⁄ 8 % Senior Notes
with the net cash proceeds of one or more equity offerings by the Company, at a redemption price equal to
108.375% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption
date.
7
1
⁄ 4 % Senior Notes due 2023
In 1993, the Company issued $50 million of 7
1
⁄ 4 % Senior Notes due 2023 (“7
1
⁄ 4 % Senior Notes”). The
indenture related to these 7
1
⁄ 4 % Senior Notes does not subject the Company to restrictive financial covenants, but
it does contain a covenant providing that if the Company incurs certain liens on its property or assets, the
Company must secure the outstanding 7
1
⁄ 4 % Senior Notes equally and ratably with the indebtedness or
obligations secured by such liens. The 7
1
⁄ 4 % Senior Notes are collateralized on a basis consistent with the
Corporate Credit Agreement. Interest on the 7
1
⁄ 4 % Senior Notes is payable semi-annually on June 15 and
December 15. The Company may not call the 7
1
⁄ 4 % Senior Notes prior to maturity. The indenture governing the
71/4% Senior Notes provides for customary events of default, including for failure to make any payment when
due and for a default of any other existing debt instrument that exceeds $20 million.
CyrusOne 6 3/8% Senior Notes due 2022
On November 20, 2012, CyrusOne LP and CyrusOne Finance Corp. (the “Issuers”) issued $525 million of
6
3
⁄ 8 % Senior Notes due 2022 (“CyrusOne 6
3
⁄ 8 % Senior Notes”). The CyrusOne 6
3
⁄ 8 % Senior Notes are senior
unsecured obligations of the Issuers, which rank equally in right of payment with all existing and future
unsecured senior debt of the Issuers. The CyrusOne 6
3
⁄ 8 % Senior Notes are effectively subordinated to all
existing and future secured indebtedness of the Issuers to the extent of the value of the assets securing such
indebtedness. The CyrusOne 6
3
⁄ 8 % Senior Notes are guaranteed on a joint and several basis by CyrusOne and
94
Form 10-K Part II Cincinnati Bell Inc.