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): November 12, 2020
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
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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:
| Title of Each Class | | Trading Symbol(s) | | 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 |
As previously disclosed in the Current Report on Form 8-K filed by Cable One, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on September 29, 2020, the Company entered into an Equity Purchase Agreement, dated as of September 28, 2020, by and among the Company; Mega Broadband Investments Holdings LLC, a Delaware limited liability company (“MBI”); Mega Broadband Splitter, LP, a Delaware limited partnership; Mega Broadband Blocker, Inc., a Delaware corporation (“Blocker”); and GTCR Fund XII/C LP, a Delaware limited partnership (“Blocker Seller”), pursuant to which the Company agreed to acquire, through direct and indirect ownership, a minority equity interest in MBI (the “Investment”).
On November 12, 2020 (the “Closing Date”), the Company completed the Investment and acquired a 45% equity interest in MBI. The Company paid a purchase price of $575.3 million, a portion of which was paid to Blocker Seller for existing equity interests in Blocker, and the remainder of which was paid to MBI for newly issued membership interests in MBI. The Investment was financed with cash on hand, which included a portion of the net proceeds from the Company’s 4.00% Senior Notes due 2030 issued on November 9, 2020.
On the Closing Date, the Company, MBI, and certain investors affiliated with Blocker Seller (the “GTCR Investors”) entered into an amended and restated limited liability company agreement of MBI (the “Operating Agreement”) setting forth certain governance and other rights of the members of MBI. Under the Operating Agreement, the Company has the right, but not the obligation, exercisable any time between the first quarter of 2023 and the second quarter of 2024, inclusive, to acquire all but not less than all of the direct and indirect membership interests in MBI not then held by the Company from the other members of MBI (the “call right”). If the call right is not exercised, the GTCR Investors have the right, but not the obligation, exercisable during the third quarter of 2025, to sell (and to cause all members of MBI other than the Company to sell) to the Company all but not less than all of the direct and indirect membership interests in MBI not then held by the Company (the “put right”). The purchase price to be applied upon the exercise of the call right or the put right, as applicable, will be calculated under a formula set forth in the Operating Agreement based on a multiple of MBI’s adjusted earnings before interest, taxes, depreciation and amortization.
The foregoing description of the Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Operating Agreement.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking statements” that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts, but rather are based on current expectations, estimates, assumptions and projections about the Company’s industry, business, strategy, acquisitions and strategic investments, dividend policy, financial results and financial condition as well as anticipated impacts from the COVID-19 pandemic on the Company and future responses. Forward-looking statements often include words such as “will,” “should,” “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance in connection with discussions of future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. The Company’s actual results may vary materially from those expressed or implied in its forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by the Company or on its behalf. Important factors that could cause the Company’s actual results to differ materially from those in its forward-looking statements include government regulation, economic, strategic, political and social conditions and the following factors, which are discussed in the Company's latest Annual Report on Form 10-K (the “Form 10-K”) and Form 10-Q for the quarterly period ended September 30, 2020 (the “Third Quarter 2020 Form 10-Q”) as filed with the SEC:
| | ● | the duration and severity of the COVID-19 pandemic and its effects on the Company’s business, financial condition, results of operations and cash flows; |
| | ● | rising levels of competition from historical and new entrants in the Company’s markets; |
| | ● | recent and future changes in technology; |
| | ● | the Company’s ability to continue to grow its business services products; |
| | ● | increases in programming costs and retransmission fees; |
| | ● | the Company’s ability to obtain hardware, software and operational support from vendors; |
| | ● | the effects of any acquisitions and strategic investments by the Company; |
| | ● | risks relating to the Company’s initial minority ownership position in MBI, including its ability to appoint only a minority of members of the board of managers of MBI, the fact that the managers of MBI will not owe the same fiduciary duties to the Company that directors of a corporation would owe to stockholders, and the limited category of transactions for which the Company’s consent will be needed under the Operating Agreement; |
| | ● | uncertainties related to the exercise of the call option or the put option in the Investment, including the Company’s ability to finance the purchase of the remaining membership interests in MBI on terms acceptable to the Company or at all; |
| | ● | risks that the Company’s rebranding may not produce the benefits expected; |
| | ● | damage to the Company’s reputation or brand image; |
| | ● | risks that the implementation of the Company’s new enterprise resource planning system disrupts business operations; |
| | ● | adverse economic conditions; |
| | ● | the integrity and security of the Company’s network and information systems; |
| | ● | the impact of possible security breaches and other disruptions, including cyber-attacks; |
| | ● | the Company’s failure to obtain necessary intellectual and proprietary rights to operate its business and the risk of intellectual property claims and litigation against the Company; |
| | ● | the Company’s ability to retain key employees; |
| | ● | legislative or regulatory efforts to impose network neutrality and other new requirements on the Company’s data services; |
| | ● | additional regulation of the Company’s video and voice services; |
| | ● | the Company’s ability to renew cable system franchises; |
| | ● | increases in pole attachment costs; |
| | ● | changes in local governmental franchising authority and broadcast carriage regulations; |
| | ● | the potential adverse effect of the Company’s level of indebtedness on its business, financial condition or results of operations and cash flows; |
| | ● | the restrictions the terms of the Company’s indebtedness place on its business and corporate actions; |
| | ● | the possibility that interest rates will rise, causing the Company’s obligations to service its variable rate indebtedness to increase significantly; |
| | ● | the Company’s ability to incur future indebtedness; |
| | ● | fluctuations in the Company’s stock price; |
| | ● | the Company’s ability to continue to pay dividends; |
| | ● | dilution from equity awards and potential stock issuances; |
| | ● | provisions in the Company’s charter, by-laws and Delaware law that could discourage takeovers and limit the judicial forum for certain disputes and the liabilities for directors; and |
| | ● | the other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including but not limited to the Form 10-K and the Third Quarter 2020 Form 10-Q. |
Any forward-looking statements made by the Company in this communication speak only as of the date on which they are made. The Company is under no obligation, and expressly disclaims any obligation, except as required by law, to update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise.
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The disclosure set forth above under Item 1.01 is incorporated by reference into this Item 2.01.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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: | Senior Vice President, General Counsel and Secretary | |
| | | | |
Date: November 12, 2020
