Cox Communications Announces Pricing of Waterfall Cash Tender Offers

ATLANTA, Aug. 10, 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 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 previously announced caps (such offers, the "Waterfall Offers"). The terms and conditions of the Waterfall Offers, including such caps, are set forth in the related Offer to Purchase dated July 24, 2017 (as amended by Cox's press release dated August 7, 2017 announcing certain amendments thereto, the "Waterfall Offer to Purchase") and the related Letter of Transmittal dated July 24, 2017 (as amended by Cox's press release dated August 7, 2017 announcing certain amendments thereto, the "Waterfall Letter of Transmittal"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Waterfall Offer to Purchase.

The aggregate principal amount of each series of notes validly tendered and not validly withdrawn in the Waterfall Offers (each series, a "Series of Waterfall Notes," and such notes, collectively, the "Waterfall Notes") at or prior to 5:00 p.m., New York City time, on August 9, 2017 (the "Waterfall 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 Waterfall Notes that were tendered at or prior to the Waterfall Early Tender Deadline and are to be accepted for purchase is set forth in the column entitled "Waterfall Total Consideration" in the table below (such consideration, the "Waterfall Total Consideration"). Cox currently expects the early settlement date for the Waterfall Notes to occur on August 11, 2017 (the "Waterfall Early Settlement Date").

Subject to the terms and conditions of the Waterfall Offers, holders or beneficial owners ("Holders") of Waterfall Notes who validly tendered and did not validly withdraw their Waterfall Notes at or prior to the Waterfall Early Tender Deadline are eligible to receive consideration, per $1,000 principal amount, equal to the applicable Waterfall Total Consideration for such Series of Waterfall Notes. The Waterfall Total Consideration has been determined in the manner described 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 (as defined below) at 11:00 a.m., New York City Time, on August 10, 2017. The Waterfall Total Consideration includes an early tender premium equal to $30.00 per $1,000 principal amount of such Series of Waterfall Notes accepted for purchase (the "Waterfall Early Tender Premium"). Holders must have validly tendered and not validly withdrawn 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 (as defined below) 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 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 defined below), as applicable, if and when the applicable Waterfall 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 Waterfall Notes tendered pursuant to the Waterfall Offers may no longer validly be withdrawn, subject to applicable law.

The Waterfall 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 Waterfall Notes, the "Waterfall Expiration 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. The Waterfall Final Settlement Date is expected to occur promptly following the Waterfall Expiration Date and is expected to be 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.

Cox's obligation to accept for purchase, and to pay for, notes that are validly tendered and not validly withdrawn pursuant to the Waterfall 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 Waterfall 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 Waterfall 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 Waterfall 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 Waterfall Offer to Purchase and Waterfall 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 Waterfall Offers are only being made pursuant to the terms of the Waterfall Offer to Purchase and the Waterfall Letter of Transmittal. The Waterfall Offers are not being made in any state or jurisdiction in which such Waterfall 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 Waterfall Notes in connection with the Waterfall 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 Waterfall 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.

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SOURCE Cox Communications

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