Cox Communications Announces Cash Tender Offers for Debt Securities

ATLANTA, July 24, 2017 /PRNewswire/ -- Cox Communications, Inc. ("Cox"), a wholly owned subsidiary of Cox Enterprises, Inc., today announced it has commenced cash tender offers to purchase (i) 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"), and (ii) its outstanding 8.375% Notes due 2039, 6.950% Notes due 2038, 6.450% Notes due 2036, 6.950% Notes due 2028 and 6.800% Notes due 2028, subject to certain caps described below (such offers, the "Waterfall Offers," and, together with the Any and All Offers, the "Offers"). The terms and conditions of the Offers are set forth in separate Offers to Purchase (the "Any and All Offer to Purchase" and the "Waterfall Offer to Purchase," respectively, and the "Offers to Purchase," collectively) and related Letters of Transmittal (collectively, the "Letters of Transmittal"). The Offers are intended to help Cox manage its debt maturity profile, opportunistically prefund existing maturities and manage its overall cost of borrowing.

The Any and All Offers

The Any and All Offer to Purchase relates to three separate offers, one for each series of notes in the table below (each series, a "Series of Any and All Notes," and such notes, collectively, the "Any and All Notes").

The principal amount of each Series of Any and All Notes currently outstanding is set forth in the column entitled "Principal Amount Outstanding" in the table below. No Any and All Offer is conditioned on any minimum amount of Any and All Notes being tendered, the consummation of any other Any and All Offer in respect of any other Series of Any and All Notes or the consummation of the Waterfall Offers.

Each Any and All Offer 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"). Holders or beneficial owners ("Holders") of Any and All Notes must validly tender and not validly withdraw their Any and All Notes at or prior to 5:00 p.m., New York City time, on August 4, 2017 (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 Early Tender Deadline") to be eligible to receive the Any and All Total Consideration (as defined below). Holders who validly tender their Any and All Notes after the Any and All Early Tender Deadline and at or prior to the Any and All Expiration Date will be eligible to receive only the Any and All Purchase Price (as defined below). Tendered Any and All Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on August 4, 2017, by following the procedures described in the Any and All Offer to Purchase, but, except as provided therein or required by law, may not thereafter be validly withdrawn.

 

 

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 at or prior to the Any and All Early Tender Deadline will be 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 applicable consideration for each series of Any and All Notes (such consideration, the "Any and All Total Consideration") will be 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 the applicable early tender premium (the "Any and All Early Tender Premium") for such Series of Any and All Notes set forth in the column entitled "Any and All Early Tender Premium" in the table above. Holders must validly tender and not validly withdraw 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 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 (such consideration, the "Any and All Purchase Price") 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.

Cox reserves the right, but is under no obligation, at any point following the Any and All Early Tender Deadline and before the Any and All Expiration Date, to accept Any and All Notes that have been validly tendered and not validly withdrawn for purchase on a date determined at Cox's option (such date, if any, the "Any and All Early Settlement Date"). Cox currently expects the Any and All Early Settlement Date, if any, to occur on August 8, 2017. If Cox chooses to exercise its option to have an Any and All Early Settlement 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. If Cox chooses not to exercise its option to have an Any and All Early Settlement Date, Cox will purchase all Any and All Notes that have been validly tendered and not validly withdrawn 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 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.

The Waterfall Offers

The Waterfall Offer to Purchase relates to five separate offers, one for each series of notes in the table below (each series, a "Series of Waterfall Notes," and such notes, collectively, the "Waterfall Notes"). Cox's obligation to accept for purchase, based on the Acceptance Priority Levels (as defined below) set forth in the column entitled "Acceptance Priority Levels" in the table below, and pay for, Waterfall Notes that are validly tendered and not validly withdrawn is limited to as many of the Waterfall Notes as Cox can purchase up to an aggregate purchase price (including principal and premium, but excluding Accrued Interest (as defined below)), of no more than $1,000,000,000 for all of the Waterfall Notes subject to the Waterfall Offers (as such amount may be increased, decreased or eliminated pursuant to the terms of the Waterfall Offer to Purchase, the "Aggregate Maximum Tender Cap"). In addition, Cox will only accept for purchase (i) an amount of 8.375% Notes due 2039 having an aggregate purchase price (including principal and premium, but excluding Accrued Interest) that does not exceed $650,000,000 (such aggregate purchase price, subject to increase, decrease or elimination by Cox pursuant to the terms of the Waterfall Offer to Purchase, the "Priority 1 Maximum Tender SubCap"); (ii) an amount of 6.950% Notes due 2038 and 6.450% Notes due 2036 having an aggregate purchase price (including principal and premium, but excluding Accrued Interest) that does not exceed $250,000,000 (such aggregate purchase price, subject to increase, decrease or elimination by Cox pursuant to the terms of the Waterfall Offer to Purchase, the "Priority 2 Maximum Tender SubCap"); and (iii) an amount of 6.950% Notes due 2028 and 6.800% Notes due 2028 having an aggregate purchase price (including principal and premium, but excluding Accrued Interest) that does not exceed $100,000,000 (such aggregate purchase price, subject to increase, decrease or elimination by Cox pursuant to the terms of the Waterfall Offer to Purchase, the "Priority 3 Maximum Tender SubCap," and, together with the Priority 1 Maximum Tender SubCap and the Priority 2 Maximum Tender SubCap, the "Maximum Tender SubCaps," and, each individually, a "Maximum Tender SubCap").

The principal amount of each Series of Waterfall Notes currently outstanding is set forth in the column entitled "Principal Amount Outstanding" in the table below. No Waterfall Offer is conditioned on any minimum amount of Waterfall Notes being tendered, the consummation of any other Waterfall Offer in respect of any other Series of Waterfall Notes or the consummation of the Any and All Offers.

Each Waterfall Offer 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 Waterfall Notes, the "Waterfall Expiration Date"). Holders of Waterfall Notes must validly tender and not validly withdraw their Waterfall Notes at or prior to 5:00 p.m., New York City time, on August 4, 2017 (such time and date, as the same may be extended with respect to one or more Series of Waterfall Notes, the "Waterfall Early Tender Deadline") to be eligible to receive the Waterfall Total Consideration (as defined below). Holders who validly tender their Waterfall Notes after the Waterfall Early Tender Deadline and at or prior to the Waterfall Expiration Date will be eligible to receive only the Waterfall Purchase Price (as defined below). Tendered Waterfall Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on August 4, 2017, by following the procedures described in the Waterfall Offer to Purchase, but, except as provided therein or required by law, may not thereafter be validly withdrawn.

_______

 

The amount of Waterfall Notes that are purchased on the Waterfall Early Settlement Date or the Waterfall Final Settlement Date (as defined below), as applicable, will be determined in accordance with the Acceptance Priority Levels set forth in the column entitled "Acceptance Priority Levels" in the table above (each, an "Acceptance Priority Level," and, collectively, the "Acceptance Priority Levels"), with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level, and with Series of Waterfall Notes of the same Acceptance Priority Level being treated equally (as though they are a single series) for purposes of acceptance for purchase and proration.

All Waterfall Notes validly tendered and not validly withdrawn at or prior to the Waterfall Early Tender Deadline having a higher Acceptance Priority Level will, subject to the Aggregate Maximum Tender Cap and the Maximum Tender SubCaps, be accepted before any Waterfall Notes validly tendered and not validly withdrawn at or prior to the Waterfall Early Tender Deadline having a lower Acceptance Priority Level are accepted pursuant to the Waterfall Offers, and all Waterfall Notes validly tendered and not validly withdrawn after the Waterfall Early Tender Deadline and at or prior to the Waterfall Expiration Date having a higher Acceptance Priority Level will, subject to the Aggregate Maximum Tender Cap and the Maximum Tender SubCaps, be accepted before any Waterfall Notes validly tendered and not validly withdrawn after the Waterfall Early Tender Deadline and at or prior to the Waterfall Expiration Date having a lower Acceptance Priority Level are accepted pursuant to the Waterfall Offers. However, Waterfall Notes validly tendered and not validly withdrawn at or prior to the Waterfall Early Tender Deadline will, subject to the Aggregate Maximum Tender Cap and the Maximum Tender SubCaps, be accepted for purchase in priority to other Waterfall Notes validly tendered and not validly withdrawn after the Waterfall Early Tender Deadline and at or prior to the Waterfall Expiration Date, even if such Waterfall Notes validly tendered and not validly withdrawn after the Waterfall Early Tender Deadline and at or prior to the Waterfall Expiration Date have a higher Acceptance Priority Level than Waterfall Notes validly tendered and not validly withdrawn at or prior to the Waterfall Early Tender Deadline.

If the aggregate purchase price (including principal and premium, but excluding Accrued Interest) of Waterfall Notes of a given Acceptance Priority Level validly tendered and not validly withdrawn at or prior to the Waterfall Early Tender Deadline equals or exceeds the applicable Maximum Tender SubCap, Holders who validly tender and do not validly withdraw Waterfall Notes of such Acceptance Priority Level after the Waterfall Early Tender Deadline and at or prior to the Waterfall Expiration Date will not have any such Waterfall Notes accepted for payment.  Furthermore, if the aggregate purchase price (including principal and premium, but excluding Accrued Interest) of Waterfall Notes validly tendered and not validly withdrawn at or prior to the Waterfall Early Tender Deadline equals or exceeds the Aggregate Maximum Tender Cap, Holders who validly tender and do not validly withdraw Waterfall Notes after the Waterfall Early Tender Deadline and at or prior to the Waterfall Expiration Date will not have any such Waterfall Notes accepted for payment regardless of the Acceptance Priority Level of such Waterfall Notes.  As such, there can be no assurance that any or all tendered Waterfall Notes of a given Acceptance Priority level will be accepted for purchase.

If purchasing all the validly tendered and not validly withdrawn Waterfall Notes of a given Acceptance Priority Level on the Waterfall Early Settlement Date or the Waterfall Final Settlement Date, as applicable, would cause either (i) the Aggregate Maximum Tender Cap or (ii) the applicable Maximum Tender SubCap to be exceeded on such date, Cox will accept such Waterfall Notes on a pro rata basis, to the extent any Waterfall Notes of such Acceptance Priority Level are accepted for purchase, so as to not exceed either the Aggregate Maximum Tender Cap or the applicable Maximum Tender SubCap (with adjustments to avoid the purchase of Waterfall Notes in a principal amount other than in integral multiples of $1,000).

Cox reserves the right, but is under no obligation, to increase, decrease or eliminate any of the Maximum Tender SubCaps or the Aggregate Maximum Tender Cap at any time, subject to applicable law and pursuant to the terms of the Waterfall Offer to Purchase.

Subject to the terms and conditions of the Waterfall Offers, Holders who validly tender and do not validly withdraw their Waterfall Notes at or prior to the Waterfall Early Tender Deadline will be eligible to receive consideration, per $1,000 principal amount, equal to the applicable Waterfall Total Consideration for such Series of Waterfall Notes. The applicable consideration for each series of Waterfall Notes (such consideration, the "Waterfall Total Consideration") will be determined in the manner set forth in the Waterfall Offer to Purchase by reference to the applicable fixed spread for such Series of Waterfall 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 Waterfall Notes in the column entitled "Reference Security" in the table above, as calculated by the Dealer Managers at 11:00 a.m., New York City Time, on August 7, 2017. The Waterfall Total Consideration includes the applicable early tender premium (the "Waterfall Early Tender Premium") for such Series of Waterfall Notes set forth in the column entitled "Waterfall Early Tender Premium" in the table above.  Holders must validly tender and not validly withdraw their Waterfall Notes at or prior to the Waterfall Early Tender Deadline in order to be eligible to receive the Waterfall Total Consideration for such Waterfall Notes purchased pursuant to the Waterfall Offers.  Subject to the terms and conditions of the Waterfall Offers, Holders who validly tender and do not validly withdraw their Waterfall Notes after the Waterfall Early Tender Deadline and at or prior to the Waterfall Expiration Date will be entitled to receive consideration, per $1,000 principal amount, equal to the applicable Waterfall Total Consideration less the applicable Waterfall Early Tender Premium (such consideration, the "Waterfall Purchase Price") for such Series of Waterfall 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 Waterfall Notes up to, but not including, the Waterfall Early Settlement Date or the Waterfall Final Settlement Date, as applicable, if and when the applicable Waterfall Notes are accepted for payment (such interest with respect to such Series of Waterfall Notes, the "Accrued Interest").

Cox reserves the right, but is under no obligation, at any point following the Waterfall Early Tender Deadline and before the Waterfall Expiration Date, to accept Waterfall Notes that have been validly tendered and not validly withdrawn for purchase on a date determined at Cox's option (such date, if any, the "Waterfall Early Settlement Date"). Cox currently expects the Waterfall Early Settlement Date, if any, to occur on August 8, 2017. If Cox chooses to exercise its option to have a Waterfall Early Settlement Date, Cox will purchase any remaining Waterfall Notes that have been validly tendered and not validly withdrawn after the Waterfall Early Tender Deadline and at or prior to the Waterfall Expiration Date, subject to the Aggregate Maximum Tender Cap and the Maximum Tender SubCaps, the application of the Acceptance Priority Levels and all conditions to the Waterfall Offers having been satisfied or waived by Cox, on the Waterfall Final Settlement Date (as defined below). If Cox chooses not to exercise its option to have a Waterfall Early Settlement Date, Cox will purchase all Waterfall Notes that have been validly tendered and not validly withdrawn at or prior to the Waterfall Expiration Date, subject to the Aggregate Maximum Tender Cap and the Maximum Tender SubCaps, the application of the Acceptance Priority Levels and all conditions to the Waterfall Offers having been satisfied or waived by Cox, on the Waterfall Final Settlement Date. The Waterfall Final Settlement Date is expected to occur promptly following the Waterfall Expiration Date on August 21, 2017 (the "Waterfall Final Settlement Date"), unless extended by Cox. No tenders of Waterfall Notes submitted after the Waterfall Expiration Date will be valid.

General

Cox's obligation to accept for purchase, and to pay for, notes that are validly tendered and not validly withdrawn pursuant to each Offer is conditioned on the satisfaction or waiver by Cox of a number of conditions, including the receipt by Cox prior to the applicable Any and All Expiration Date or Waterfall Expiration Date, as applicable, or the Any and All Early Settlement Date or Waterfall Early Settlement Date, as applicable (if the Company elects to have an early settlement in connection with any of the Offers), on terms satisfactory to it in its sole discretion, of net proceeds of at least $2,500,000,000 in a debt financing. Cox may amend, extend or, subject to certain conditions and applicable law, terminate each Offer at any time in its sole discretion.

J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC will act as Dealer Managers (collectively, the "Dealer Managers") and D.F. King & Co., Inc. will act as the Tender Agent and Information Agent for the 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 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 Offers to Purchase and the Letters 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 Offers to purchase the Any and All Notes and the Waterfall Notes are only being made pursuant to the terms of the applicable Offer to Purchase and Letter of Transmittal. The Offers are not being made in any state or jurisdiction in which such 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 or Waterfall Notes in connection with the 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 any debt financing, the 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.

SOURCE Cox Communications, Inc.

For further information: Todd Smith, 678-362-8346, tsmith@cox.com