CABLE ONE, INC. Item 1.01 Entry into a Material Definitive Agreement
On
Under the terms of the Purchase Agreement, the Company will pay a purchase price
currently estimated to be
The closing of the transactions contemplated by the Purchase Agreement is subject to customary conditions, including the accuracy of the representations and warranties made by the parties and the absence of regulatory impediments. The Company currently anticipates that the transactions will be completed during the fourth quarter of 2020.
On the closing date, as a condition to the closing of the transactions
contemplated by the Purchase Agreement, the Company, MBI, and certain investors
affiliated with Blocker Seller (the "
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement for the purpose of allocating contractual risk between those parties and do not establish such matters as facts. Investors should not rely on the representations, warranties and covenants as characterizations of the actual state of facts or condition of the Company, MBI or any of their respective subsidiaries or affiliates.
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
and MBI's industry, businesses, strategies, dividend policies, financial results
and financial conditions as well as anticipated impacts from the COVID-19
pandemic on the Company's and MBI 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 , certain of which are discussed in the
Company's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q
for the period ended
? uncertainties as to the timing of the transactions and the risk that it may
not be completed in a timely manner or at all;
--------------------------------------------------------------------------------
? the possibility that any or all of the conditions to the consummation of the
transactions may not be satisfied or waived, including failure to receive any
required regulatory approvals (or any conditions, limitations, or restrictions
placed in connection with such approvals);
? the effect of the announcement or pendency of the transactions on the
Company's or MBI's ability to retain and hire key personnel and to maintain
relationships with customers, suppliers and other business partners;
? risks relating to diverting management's attention from the Company's or MBI's
ongoing business operations;
? 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
shareholders, 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,
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;
? following the exercise of the call option or the put option (if applicable),
the Company's ability to integrate MBI's operations into its own as well as
uncertainties as to the Company's ability and the amount of time necessary to
realize the expected synergies and other benefits of the transaction;
? the duration and severity of the COVID-19 pandemic and its effects on the
Company's and MBI's businesses, financial conditions, results of operations
and cash flows;
? rising levels of competition from historical and new entrants into 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 new significant acquisitions and strategic investments by
the Company;
? 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 it;
? 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; . . .
Item 7.01 Regulation FD Disclosure
On
The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description 99.1 Press release issued byCable One, Inc. and MBI onSeptember 28, 2020 . 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
--------------------------------------------------------------------------------
© Edgar Online, source
