UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 7, 2024
Cable One, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
| 001-36863
| 13-3060083
|
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 210 E. Earll Drive, Phoenix, Arizona | 85012
|
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (602) 364-6000
Not Applicable
(Former name or address, if changed since last report)
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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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | Name of Each Exchange on Which Registered |
Common Stock, par value $0.01 per share
| | CABO
| | New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
On October 7, 2024 (the “Closing Date”), Cable One, Inc. (the “Company”) and certain of its wholly owned subsidiaries entered into Amendment No. 2 (the “Amendment”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and the lenders party thereto, to amend its existing Fourth Amended and Restated Credit Agreement, dated as of February 22, 2023 (the “Existing Credit Agreement”; as amended by the Amendment, the “Amended Credit Agreement”).
The Amendment provides for (a) an increase of the aggregate principal amount of commitments under the Company’s revolving credit facility (the “Revolving Credit Facility”) by $250.0 million to $1.25 billion; and (b) certain other amendments to the Existing Credit Agreement that will afford the Company enhanced capital structure optionality in the event Mega Broadband Investments Holdings LLC becomes a wholly owned restricted subsidiary of the Company under the Amended Credit Agreement.
Except as described above, the Amendment did not make any material changes to the principal terms of the Existing 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 attached hereto as Exhibit 10.1 and is 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 No. | | Description |
| | |
| | | |
| 104 | | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Cable One, Inc. | |
| | | | |
| By: | /s/ Peter N. Witty | |
| | | Name: | Peter N. Witty | |
| | | Title: | Chief Legal and Administrative Officer
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Date: October 7, 2024
