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:
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Emerging growth company ☐
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 12, 2019, Cable One, Inc. (the “Company”), certain subsidiaries of the Company, CoBank, ACB, as lender, and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), entered into Amendment No. 3 (the “Amendment”) to the Amended and Restated Credit Agreement, dated as of May 1, 2017 (as amended from time to time, the “Credit Agreement”), among the Company, the lenders or other financial institutions party thereto and the Agent.
The Amendment amended the Credit Agreement to provide for a new delayed draw incremental term “B” loan facility in an aggregate principal amount of $325 million (the “Incremental Term B-3 Facility”). Subject to the satisfaction of certain conditions, the Company may borrow loans under the Incremental Term B-3 Facility (such loans, the “Incremental Term B-3 Loans”) in a single drawing at any time prior to October 9, 2019. If drawn, the proceeds of the Incremental Term B-3 Loans are required to be used for general corporate purposes. No Incremental Term B-3 Loans have been drawn at this time.
The Incremental Term B-3 Loans will be obligations of the Company and will be guaranteed by the Company’s wholly owned subsidiaries that guarantee the Company’s other obligations under the Credit Agreement. The Incremental Term B-3 Loans will be secured, subject to certain exceptions, by substantially all of the assets of the Company and the guarantors.
The Incremental Term B-3 Loans will mature on January 7, 2026. The Incremental Term B-3 Loans may be prepaid at any time without penalty or premium (subject to customary LIBOR breakage provisions). The Incremental Term B-3 Loans will bear interest, at the Company’s option, at a rate per annum determined by reference to either LIBOR or a base rate, in each case plus an applicable interest rate margin. The applicable interest rate margin for a LIBOR-based borrowing of Incremental Term B-3 Loans will be 2.00% and the applicable interest rate margin for a base rate-based borrowing of Incremental Term B-3 Loans will be 1.00%. The Incremental Term B-3 Loans will amortize in equal quarterly installments at a rate (expressed as a percentage of the original principal amount) of 1.00% per annum (subject to customary adjustments in the event of any prepayment), with the balance due upon maturity of the Incremental Term B-3 Loans. The final maturity of the Incremental Term B-3 Loans may be accelerated following an event of default under the Credit Agreement on the terms set forth therein.
The Company will be required to pay a ticking fee, which will accrue at a per annum rate that will range between 0.375% and 0.625%, on the daily average unused amount of the aggregate commitments of the lender under the Incremental Term B-3 Facility, accruing during the period commencing on May 28, 2019 up to but excluding the date on which the lender’s commitments under the Incremental Term B-3 Facility terminate. The terms of the Incremental Term B-3 Loans will be substantially similar to the terms of the Company’s existing term “B-2” loans under the Credit Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above under Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | | Description |
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| Amendment No. 3, dated as of April 12, 2019, to the Amended and Restated Credit Agreement, dated as of May 1, 2017, among Cable One, Inc., the lenders or other financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. |
