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): March 1, 2021


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.

In connection with the offering of the Notes described in Item 8.01 below, on March 1, 2021, Cable One, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its Third Amended and Restated Credit Agreement, dated as of October 30, 2020 (the “Credit Agreement”), to permit the issuance of convertible debt securities with an earlier maturity date than previously permitted 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 Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On March 1, 2021, the Company issued a press release announcing the commencement of a private offering of $400 million aggregate principal amount of convertible senior notes due 2026 (the “2026 Notes”) and $200 million aggregate principal amount of convertible senior notes due 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction 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 Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Notes, the guarantees thereof or the shares of common stock issuable upon conversion of 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.

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, and the Company’s responses to, the COVID-19 pandemic. 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 any forward-looking statements include government regulation, economic, strategic, political and social conditions and the following factors, which are discussed in the Company’s Form 10-K for the year ended December 31, 2020 (the “Form 10-K”) 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;
  ●
uncertainties as to the timing of the Company’s acquisition of the equity interests in Hargray Acquisition Holdings, LLC (“Hargray”) that it does not already own (the “Hargray transaction”), and the risk that the Hargray transaction may not be completed in a timely manner or at all, including failure to receive any required regulatory approvals (or any conditions, limitations or restrictions placed in connection with such approvals);
  ●
risks that the Company may fail to realize the benefits anticipated as a result of the Hargray transaction ;
  ●
business uncertainties that the Company and Hargray will be subject to while the Hargray transaction is pending that could adversely affect the Company’s and Hargray’s businesses;
  ● risks relating to existing or future acquisitions and strategic investments by the Company;


  ●
risks that the implementation of the Company’s new enterprise resource planning system disrupts business operations;
  ●
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;
  ●
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 continue to pay dividends;
  ●
provisions in the Company’s charter, by-laws and Delaware law that could discourage takeovers and limit the judicial forum for certain disputes;
  ●
adverse economic conditions;
  ●
fluctuations in the Company’s stock price;
  ●
dilution from equity awards and potential stock issuances;
  ●
damage to the Company’s reputation or brand image;
  ●
the Company’s ability to retain key employees;
  ●
the Company’s ability to incur future indebtedness;
  ●
provisions in the Company’s charter that could limit 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 as filed with the SEC.

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 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, 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: March 1, 2021


Exhibit 10.1

Execution Version


AMENDMENT NO. 1 (this “Amendment”), dated as of March 1, 2021, among Cable One, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, to the Third Amended and Restated Credit Agreement, dated as of October 30, 2020 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Original Credit Agreement”), among the Borrower, the Lenders party thereto from time to time, and the Administrative Agent.

WHEREAS, the Borrower has requested to amend the Original Credit Agreement to permit the incurrence of certain convertible debt securities and to make certain other amendments related to the issuance of such convertible debt securities;

WHEREAS, Section 9.02(b) of the Original Credit Agreement permits the Borrower and the Required Lenders to amend the Original Credit Agreement; and

WHEREAS, the Borrower has requested, and the Administrative Agent and the Lenders party hereto, which constitute the Required Lenders, have agreed, upon the terms and subject to the conditions set forth herein, that the Original Credit Agreement be amended as provided herein (the Original Credit Agreement, as so amended, the “Amended Credit Agreement”).

NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree as follows:

SECTION 1.          Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.  The rules of interpretation set forth in Section 1.03 of the Original Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

SECTION 2.          Amendments to the Original Credit Agreement. Effective as of the Amendment Effective Date (as defined below), the Original Credit Agreement is hereby amended as follows:

(a)          Section 1.01 of the Original Credit Agreement is hereby amended by adding the following definitions in proper alphabetical sequence:

“Convertible Debt Security” means any debt security the terms of which provide for the conversion thereof into Equity Interests of the Borrower, cash or a combination of such Equity Interests and cash.

“Permitted Earlier Maturity Debt” means Indebtedness in the form of Convertible Debt Securities and Guarantees with respect thereto issued pursuant to Section 6.01(u) with a final maturity date that is (x) at least 91 days after the scheduled expiration or termination of any then outstanding Revolving Credit Commitments and (y) at least 91 days after the scheduled maturity date of the Term A-2 Loans, in an aggregate outstanding principal amount not to exceed the greater of (i) $500 million and (ii) the product of (a) 0.75 multiplied by (b) Annualized Operating


Cash Flow for the most recently ended full fiscal quarter ending immediately prior to the time of incurrence of such Indebtedness for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of this Agreement.  For the avoidance of doubt the principal amount limitation set forth in this definition shall apply to all Indebtedness in the aggregate incurred and outstanding in reliance hereof and shall not operate as a separate and distinct limitation for each incurrence of Indebtedness.

(b)          The following defined terms in Section 1.01 of the Original Credit Agreement are hereby amended and restated in their entirety to read as follows (new text is in bold/underline):

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.  Notwithstanding the foregoing, Convertible Debt Securities shall not constitute Equity Interests.

“Restricted Payments” means any dividend or other distribution (whether in cash, securities or other property (other than Qualified Equity Interests)) with respect to any Equity Interests of the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property (other than Qualified Equity Interests)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any Restricted Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any Restricted Subsidiary. Notwithstanding anything to the contrary herein, to the extent any cash or other property is paid or is distributed by the Borrower or any of its Restricted Subsidiaries upon the conversion or exchange of any Convertible Debt Securities, any amount of such cash or other property that exceeds the principal amount of Indebtedness that is converted or exchanged shall be deemed to be a Restricted Payment (and any such cash or property so paid or distributed that does not exceed such principal amount shall not be a Restricted Payment).

(c)           Section 6.01(u) of the Original Credit Agreement is hereby amended and restated in its entirety to read as follows (new text is in bold/underline):

(x) Indebtedness of any of the Borrower and its Restricted Subsidiaries, which indebtedness may be unsecured or secured on a junior basis to the Obligations, so long as (i) no Event of Default has occurred and is continuing or would arise after giving effect thereto and (ii) on a Pro Forma Basis (A) in the case of any such Indebtedness that is unsecured, the Total Net Leverage Ratio, as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of this Agreement (or, prior to the initial delivery under this Agreement, of the Second Amended and Restated Credit

2

Agreement), would be no greater than 5.00:1.00 and (B) in the case of any such Indebtedness that is secured, the Senior Secured Net Leverage Ratio, as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of this Agreement (or, prior to the initial delivery under this Agreement, of the Second Amended and Restated Credit Agreement), would be no greater than 4.00:1.00 and (y) any Permitted Refinancing Indebtedness in respect of Indebtedness permitted by this clause (u); provided that (i) the aggregate amount of Indebtedness of Restricted Subsidiaries of the Borrower that are not Guarantors outstanding at any one time pursuant to this clause (u), together with the aggregate amount of Indebtedness incurred by non-Loan Parties pursuant to Section 6.01(m) outstanding at such time, shall not exceed the greater of (x) $70,000,000 and (y) the product of (A) 0.10 multiplied by (B) Annualized Operating Cash Flow for the most recently ended full fiscal quarter ending immediately prior to such date for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of this Agreement (or, prior to the initial delivery under this Agreement, of the Second Amended and Restated Credit Agreement) and (ii) in each case other than with respect to Permitted Earlier Maturity Debt, (x) the maturity date of such Indebtedness shall be no earlier than the then-latest maturity date of any Class of Term Loans outstanding on the Third Restatement Effective Date (or any later date required pursuant to any Additional Credit Extension Amendment entered into after the Third Restatement Effective Date that has previously become effective) and (y) the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than the longest then remaining Weighted Average Life to Maturity of any Class of Term Loans outstanding on the Third Restatement Effective Date (or any longer Weighted Average Life to Maturity required pursuant to any Additional Credit Extension Amendment entered into after the Third Restatement Effective Date that has previously become effective) (except to the extent of amortization of up to 1.00% per annum of the original principal amount of such Indebtedness for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans)) and (z) such Indebtedness shall not have terms and conditions (other than pricing, rate floors, discounts, fees, premiums, call protection and optional prepayment and redemption provisions) that are materially less favorable (when taken as a whole) to the Loan Parties than the terms and conditions of the Loan Documents (when taken as a whole), as determined in good faith by the Borrower (except for provisions applicable only to periods after the Latest Maturity Date at the time such Indebtedness is issued or incurred); provided further that the requirements of clause (ii) of the preceding proviso will be deemed satisfied with respect to an incurrence of Indebtedness in the form of a bridge or other interim credit facility that by its terms converts, subject only to customary conditions, into long-term indebtedness (notwithstanding the initial maturity, mandatory prepayment or other provisions thereof) that satisfies the requirements of clause (ii) of the preceding proviso.

(d)          Clause (g) in Article VII of the Original Credit Agreement is hereby amended by (i) replacing the word “or” immediately before clause (iii) with a “,” and (ii) adding

3

at the end thereof “or (iv) any redemption, repurchase, conversion or settlement with respect to any Convertible Debt Security pursuant to its terms unless such redemption, repurchase, conversion or settlement results from a default or event of default thereunder;”.

SECTION 3.          Conditions Precedent to Effectiveness. This Amendment and the amendments to the Original Credit Agreement provided for herein shall become effective on the date (such date, the “Amendment Effective Date”) that each of the conditions precedent set forth below shall have been satisfied or waived:

(a)          Executed Counterparts. The Administrative Agent shall have received a counterpart signature page of this Amendment signed on behalf of the Borrower and Lenders that, taken together, constitute Required Lenders; and

(b)          Expenses Paid. The Administrative Agent shall have received all amounts owing by the Borrower pursuant to Section 9.03(a) of the Credit Agreement in connection with this Amendment to the extent invoiced at least three Business Days prior to the Amendment Effective Date.

SECTION 4.          Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants that:

(a)          it is (i) duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted and (iii) is qualified to do business in, and is in good standing (to the extent such concept is applicable) in, every jurisdiction where such qualification is required, except in each case referred to in clauses (ii) and (iii) above as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and

(b)          this Amendment has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 5.          Reference to and Effect on the Loan Documents. On and after the Amendment Effective Date, each reference in the Original Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Original Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Original Credit Agreement, shall mean and be a reference to the Amended Credit Agreement. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. This Amendment shall not constitute a novation of the Original Credit Agreement or any of the Loan Documents.

SECTION 6.          Applicable Law; Waiver of Jury Trial.

4

(A)          THIS AMENDMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(B)          EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AND FOR ANY COUNTERCLAIM HEREIN.

SECTION 7.          Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

SECTION 8.          Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission shall be effective as delivery of an original executed counterpart hereof.

The words “delivery”, “execute,” “execution,” “signed,” “signature,” and words of like import in this Amendment and any document executed in connection herewith shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent nor any Lender is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent or such Lender pursuant to procedures approved by it and provided further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart.

[Signature pages to follow]

5


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

 
CABLE ONE, INC.,
as the Borrower
 
       

By:
/s/ Steven S. Cochran
 
    Name: Steven S. Cochran
 
    Title: Chief Financial Officer
 
       




[Signature Page to Amendment]


 
JPMorgan Chase Bank, N.A.,
as the Administrative Agent and a Lender
 
       

By:
/s/ Kelly Milton
 
    Name: Kelly Milton
 
    Title: Executive Director
 
       




[Signature Page to Amendment]


 
CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as a Lender,
 
       

By:
/s/ Judith Smith
 
    Name: Judith Smith
 
    Title: Authorized Signatory
 
       
       

By:
/s/ Jessica Gavarkovs
 
    Name: Jessica Gavarkovs
 
    Title: Authorized Signatory
 
       




[Signature Page to Amendment]


 
CoBank ACB,
as a Lender
 
       

By:
/s/ Lennie Blakeslee
 
    Name: Lennie Blakeslee
 
    Title: Managing Director
 
       




[Signature Page to Amendment]

Exhibit 99.1






Cable One Announces Private Offering of Convertible Senior Notes

Company Release -
3/1/2021

PHOENIX – (BUSINESS WIRE) – Cable One, Inc. (NYSE: CABO) (“Cable One” or the “Company”) today announced the commencement of a private offering (the “Offering”) of $400 million aggregate principal amount of its convertible senior notes due 2026 (the “2026 Notes”) and $200 million aggregate principal amount of its convertible senior notes due 2028 (the “2028 Notes” and, together with the “2026 Notes”, the “Notes”), subject to market and other conditions. Cable One expects to grant the initial purchasers of the Notes an option to purchase up to an additional $60 million principal amount of 2026 Notes and up to an additional $30 million principal amount of 2028 Notes, in each case exercisable within a period of 13 days from the date the Notes are first issued.

Cable One intends to use the net proceeds from the Offering for general corporate purposes, including to finance a portion of the purchase price in connection with the acquisition of the equity interests in Hargray Acquisition Holdings, LLC (“Hargray”) that Cable One does not already own.

In certain circumstances and during specified periods, the Notes will be convertible at the option of the holders into cash, shares of Cable One’s common stock or a combination thereof at Cable One’s election. The interest rate, conversion rate and other terms of each series of Notes will be determined at the time of pricing of the Notes.

The Notes will be senior unsecured obligations of Cable One and will be guaranteed by Cable One’s wholly owned domestic subsidiaries that guarantee its senior secured credit facilities or that guarantee certain of its capital markets indebtedness.

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.

The Notes, the guarantees thereof and any shares of common stock issuable upon conversion of the Notes 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 a solicitation of an offer to buy the Notes, the guarantees thereof or the shares of common stock issuable upon conversion of 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, and the Company’s responses to, the COVID-19 pandemic. 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 any forward-looking statements include government regulation, economic, strategic, political and social conditions and the following factors, which are discussed in the Company’s Form 10-K for the year ended December 31, 2020 (the “Form 10-K”) 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;
 
 
●
uncertainties as to the timing of the Company’s acquisition of the equity interests in Hargray that it does not already own (the “Hargray transaction”), and the risk that the Hargray transaction may not be completed in a timely manner or at all, including failure to receive any required regulatory approvals (or any conditions, limitations or restrictions placed in connection with such approvals);
 
 
●
risks that the Company may fail to realize the benefits anticipated as a result of the Hargray transaction;
 
 
●
business uncertainties that the Company and Hargray will be subject to while the Hargray transaction is pending that could adversely affect the Company’s and Hargray’s businesses;
 
 
●
risks relating to existing or future acquisitions and strategic investments by the Company;
 
 
●
risks that the implementation of the Company’s new enterprise resource planning system disrupts business operations;
 
 
●
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;
 
 
●
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 continue to pay dividends;
 
 
●
provisions in the Company’s charter, by-laws and Delaware law that could discourage takeovers and limit the judicial forum for certain disputes;
 
 
●
adverse economic conditions;
 
 
●
fluctuations in the Company’s stock price;
 
 
●
dilution from equity awards and potential stock issuances;
 
 
●
damage to the Company’s reputation or brand image;
 
 
●
the Company’s ability to retain key employees;
 
 
●
the Company’s ability to incur future indebtedness;
 
 
●
provisions in the Company’s charter that could limit 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 as filed with the SEC.

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.


Trish Niemann
Senior Director, Corporate Communications 602-364-6372
patricia.niemann@cableone.biz


Steven Cochran
Chief Financial Officer
investor_relations@cableone.biz