CABLE ONE, INC. Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed in the Current Report on Form 8-K filed by
On
On the Closing Date, the Company, MBI, and certain investors affiliated with
Blocker Seller (the "
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
? 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;
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? 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;
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? dilution from equity awards and potential stock issuances; ? provisions in the Company's charter, by-laws andDelaware 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 theSEC , 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.
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