Item 1.01 Entry into a Material Definitive Agreement
On
The Notes bear interest at a rate of 4.00% per annum payable semi-annually in
arrears on
At any time and from time to time prior to
Upon the occurrence of a Change of Control (as defined in the Indenture) and a Below Investment Grade Rating Event (as defined in the Indenture), the Company is required to offer to repurchase the Notes at 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The Indenture contains covenants that, among other things and subject to certain exceptions, limit (i) the Company's ability and the ability of its subsidiaries to incur any liens securing indebtedness for borrowed money, (ii) the Company's ability to consolidate or merge with or into another person or sell or otherwise dispose of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole) and (iii) the ability of the guarantors to consolidate with or merge with or into another person.
The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements or covenants in respect of the Notes, failure to pay certain other indebtedness at final maturity, acceleration of certain indebtedness prior to final maturity, failure to pay certain final judgments, failure of certain guarantees to be enforceable and certain events of bankruptcy or insolvency.
The foregoing summary and description of the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Indenture, which is attached hereto as Exhibit 4.1 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.
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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;
? 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 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 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;
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? 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
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
Quarter 2020 Form 10-Q.
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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
4.1 Indenture, dated as ofNovember 9, 2020 , by and amongCable One, Inc. , the guarantors from time to time party thereto andThe Bank of New York Mellon Trust Company, N.A. , as trustee. 4.2 Form of 4.00% Senior Notes due 2030 (included in Exhibit 4.1). 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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