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Cox Communications Announces Pricing of Any and All Cash Tender Offers

Cox Communications Announces Pricing of Any and All Cash Tender Offers

PR Newswire

ATLANTA, Aug. 7, 2017 /PRNewswire/ — Cox Communications, Inc. (“Cox”), a wholly owned subsidiary of Cox Enterprises, Inc., today announced the pricing of its previously announced cash tender offers to purchase any and all of its outstanding 6.850% Notes due 2018, 6.250% Notes due 2018 and 9.375% Notes due 2019 (such offers, the “Any and All Offers”). The terms and conditions of the Any and All Offers are set forth in the related Offer to Purchase (the “Any and All Offer to Purchase”) and the related Letter of Transmittal (the “Any and All Letter of Transmittal”).

The aggregate principal amount of each series of notes validly tendered and not validly withdrawn in the Any and All Offers (each series, a “Series of Any and All Notes,” and such notes, collectively, the “Any and All Notes”) at or prior to 5:00 p.m., New York City time, on August 4, 2017 (the “Any and All Early Tender Deadline”), as reported by the Tender Agent and Information Agent, is set forth in the column entitled “Aggregate Principal Amount Tendered” in the table below. The applicable consideration to be paid for each Series of Any and All Notes that were tendered at or prior to the Any and All Early Tender Deadline and are to be accepted for purchase is set forth in the column entitled “Any and All Total Consideration” in the table below (such consideration, the “Any and All Total Consideration”). Cox currently expects the early settlement date for the Any and All Notes to occur on August 8, 2017 (the “Any and All Early Settlement Date”).


Any and All Notes

CUSIP
Number

Aggregate Principal
Amount
Outstanding

Reference Security

Bloomberg Reference Page

Fixed
Spread (bps)

Aggregate Principal Amount Tendered

Any and All Total
Consideration(1)(2)

6.850% Notes due 2018

22404QAF5

$100,000,000

0.875% UST
due Jan. 15,
2018

FIT3

+20

$35,560,000

$1,023.88

6.250% Notes due 2018

224044BS5,
U22018AG7

$750,000,000

1.000% UST due May 31, 2018

FIT4

+35

$314,460,000

$1,037.49

9.375% Notes due 2019

224044BU0,
U22018AL6

$600,000,000

1.125% UST due Jan. 15, 2019

FIT4

+75

$69,809,000

$1,102.72



(1)

Per $1,000 principal amount of Any and All Notes validly tendered and not validly withdrawn and accepted for purchase in the applicable Any and All Offer at or prior to the Any and All Early Tender Deadline.



(2)

Includes the Any and All Early Tender Premium (as defined below) per $1,000 principal amount of Any and All Notes for each Series of Any and All Notes as set forth in this table.

Subject to the terms and conditions of the Any and All Offers, holders or beneficial owners (“Holders”) of Any and All Notes who validly tendered and did not validly withdraw their Any and All Notes at or prior to the Any and All Early Tender Deadline are eligible to receive consideration, per $1,000 principal amount, equal to the applicable Any and All Total Consideration for such Series of Any and All Notes. The Any and All Total Consideration has been determined in the manner described in the Any and All Offer to Purchase by reference to the applicable fixed spread for such Series of Any and All Notes set forth in the column entitled “Fixed Spread” in the table above, over the applicable yield based on the bid side price of the U.S. Treasury Security set forth for such Series of Any and All Notes in the column entitled “Reference Security” in the table above, as calculated by the Dealer Managers (as defined below) at 11:00 a.m., New York City Time, on August 7, 2017. The Any and All Total Consideration includes an early tender premium equal to $30.00 per $1,000 principal amount of such Series of Any and All Notes accepted for purchase (the “Any and All Early Tender Premium”). Holders must have validly tendered and not validly withdrawn their Any and All Notes at or prior to the Any and All Early Tender Deadline in order to be eligible to receive the Any and All Total Consideration for such Any and All Notes purchased pursuant to the Any and All Offers. Subject to the terms and conditions of the Any and All Offers, Holders who validly tender and do not validly withdraw their Any and All Notes after the Any and All Early Tender Deadline and at or prior to the Any and All Expiration Date (as defined below) will be entitled to receive consideration, per $1,000 principal amount, equal to the applicable Any and All Total Consideration less the applicable Any and All Early Tender Premium for such Series of Any and All Notes. In each case, such Holders will also be entitled to receive accrued and unpaid interest, if any, from the last interest payment date for the applicable Series of Any and All Notes up to, but not including, the Any and All Early Settlement Date or the Any and All Final Settlement Date (as defined below), as applicable, if and when the applicable Any and All Notes are accepted for payment. The withdrawal deadline of 5:00 P.M., New York City Time, on August 4, 2017 has passed and the Any and All Notes tendered pursuant to the Any and All Offers may no longer validly be withdrawn, subject to applicable law.

The Any and All Offers will expire at 11:59 p.m., New York City time, on August 18, 2017, unless extended or earlier terminated (such time and date, as the same may be extended with respect to one or more Series of Any and All Notes, the “Any and All Expiration Date”). Cox will purchase any remaining Any and All Notes that have been validly tendered and not validly withdrawn after the Any and All Early Tender Deadline and at or prior to the Any and All Expiration Date, subject to all conditions to the Any and All Offers having been satisfied or waived by Cox, on the Any and All Final Settlement Date. The Any and All Final Settlement Date is expected to occur promptly following the Any and All Expiration Date and is expected to be on August 21, 2017 (the “Any and All Final Settlement Date”), unless extended by Cox. No tenders of Any and All Notes submitted after the Any and All Expiration Date will be valid.

Cox intends, but is not obligated, to redeem any and all Any and All Notes that remain outstanding after completion of the Any and All Offers pursuant to the “make-whole” redemption provisions of the applicable indenture relating to such Any and All Notes.

Cox’s obligation to accept for purchase, and to pay for, notes that are validly tendered and not validly withdrawn pursuant to the Any and All Offers is conditioned on the satisfaction or waiver by Cox of a number of conditions. Cox may amend, extend or, subject to certain conditions and applicable law, terminate any or all of the Any and All Offers at any time in its sole discretion.

J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC are acting as Dealer Managers (collectively, the “Dealer Managers”) and D.F. King & Co., Inc. is acting as the Tender Agent and Information Agent for the Any and All Offers. Requests for documents may be directed to D.F. King & Co., Inc. at (866) 620-2536 (toll free) or (212) 269-5550 (banks and brokers). Questions regarding the Any and All Offers may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3424 (collect), RBC Capital Markets, LLC at (877) 381-2099 (toll free) or (212) 618-7822 (collect) and Wells Fargo Securities, LLC at (866) 309-6316 (toll free) or (704) 410-4760 (collect). Copies of the Any and All Offer to Purchase and Any and All Letter of Transmittal, along with any amendments and supplements thereto, may be obtained for free at www.dfking.com.

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The Any and All Offers are only being made pursuant to the terms of the Any and All Offer to Purchase and Any and All Letter of Transmittal. The Any and All Offers are not being made in any state or jurisdiction in which such Any and All Offers would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. None of Cox, the Dealer Managers or the Tender Agent and Information Agent is making any recommendation as to whether or not holders should tender their Any and All Notes in connection with the Any and All Offers.

About Cox

Cox is a broadband communications and entertainment company, providing advanced digital video, Internet, telephone and home security and automation services over its own nationwide IP network. The third-largest U.S. cable company, Cox serves approximately 6 million residences and businesses. Cox Business is a facilities-based provider of voice, video and data solutions for commercial customers, and Cox Media is a full-service provider of national and local cable spot and digital media advertising. Cox is known for its pioneering efforts in broadband, voice and commercial services, industry-leading customer care and its outstanding workplaces. For nine years, Cox has been recognized as the top operator for women by Women in Cable Telecommunications; Cox has ranked among DiversityInc’s Top 50 Companies for Diversity 12 times. More information about Cox is available at www.cox.com and www.coxmedia.com.

Special Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, including, without limitation, statements concerning the Any and All Offers and Cox’s possible or assumed future results of operations. A number of factors could affect Cox’s future results and could cause those results to differ materially from those expressed in such forward-looking statements.

Any forward-looking statements made in this press release speak only as of the date on which they are made. Cox is under no obligation to, and expressly disclaims any obligation to, update or alter any forward-looking statements, whether as a result of new information, subsequent events or otherwise.

View original content:http://www.prnewswire.com/news-releases/cox-communications-announces-pricing-of-any-and-all-cash-tender-offers-300500410.html

SOURCE Cox Communications, Inc.

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