Cable One Announces Private Offering of $500 Million of Senior Notes
October 26 2020 - 8:35AM
Business Wire
Cable One, Inc. (NYSE: CABO) (“Cable One” or the “Company”)
today announced the commencement of a private offering (the
“Offering”) of $500 million aggregate principal amount of senior
notes due 2030 (the “Notes”), subject to market and other
conditions.
Cable One intends to use the net proceeds of the Offering for
general corporate purposes, which may include acquisitions and
strategic investments, including its previously announced
investment in Mega Broadband Investments Holdings LLC.
The Notes and the guarantees thereof will be offered in a
private offering exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”). The
Notes and the guarantees thereof will be offered only to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act and to non-U.S. persons
outside the United States in reliance on Regulation S under the
Securities Act.
The Notes and the guarantees thereof have not been registered
under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state laws.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the Notes, nor shall there be any
sale of the Notes in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. No assurance can be made that the Offering will be
consummated on its proposed terms or at all.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This communication may contain “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, Form 10-Q for the
quarterly period ended March 31, 2020 (“First Quarter 2020 Form
10-Q”) and the Form 10-Q for the quarterly period ended June 30,
2020 (the “Second Quarter 2020 10-Q” and, together with the First
Quarter 2020 Form 10-Q, the “2020 Form 10-Qs”) as filed with the
SEC:
- the duration and severity of the COVID-19 pandemic and its
effects on its business, financial condition, results of operations
and cash flows;
- rising levels of competition from historical and new entrants
in its markets;
- recent and future changes in technology;
- its ability to continue to grow its business services
products;
- increases in programming costs and retransmission fees;
- its 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 Mega Broadband Investments Holdings LLC (“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 MBI’s operating agreement;
- uncertainties related to the exercise of the call option or the
put option in the MBI 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 its rebranding may not produce the benefits
expected;
- damage to its reputation or brand image;
- risks that the implementation of its new enterprise resource
planning system disrupts business operations;
- adverse economic conditions;
- the integrity and security of its network and information
systems;
- the impact of possible security breaches and other disruptions,
including cyber-attacks;
- its failure to obtain necessary intellectual and proprietary
rights to operate its business and the risk of intellectual
property claims and litigation against the Company;
- its ability to retain key employees (who the Company refers to
as associates);
- legislative or regulatory efforts to impose network neutrality
and other new requirements on its data services;
- additional regulation of its video and voice services;
- its 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 its level of indebtedness on
its business, financial condition or results of operations and cash
flows;
- the restrictions the terms of its indebtedness place on its
business and corporate actions;
- the possibility that interest rates will rise, causing its
obligations to service its variable rate indebtedness to increase
significantly;
- its ability to incur future indebtedness; and
- the other risks and uncertainties detailed from time to time in
the Company’s filings with the SEC, including but not limited to
its latest Annual Report on Form 10-K and the 2020 Form 10-Qs.
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. The Company may not consummate the
Offering described in this press release and, if the Offering is
consummated, cannot provide any assurances regarding the final
terms of the Offering or its ability to effectively apply the net
proceeds as described above.
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version on businesswire.com: https://www.businesswire.com/news/home/20201026005560/en/
Trish Niemann Senior Director, Corporate Communications
602-364-6372 patricia.niemann@cableone.biz Steven Cochran Senior
Vice President and Chief Financial Officer
investor_relations@cableone.biz
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