Cable One Files 8-K: Material Agreement, Financials

TL;DR

Cable One dropped an 8-K on Dec 20th - looks like a big deal agreement is in play.

AI Summary

On December 20, 2024, Cable One, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements and exhibits. The company is incorporated in Delaware and headquartered in Phoenix, Arizona.

Why It Matters

This filing indicates a significant contractual development for Cable One, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones for a company.

Key Numbers

• 001-36863 — SEC File Number (Identifies the specific filing with the SEC.)
• 13-3060083 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Cable One, Inc. (company) — Registrant
• December 20, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Phoenix, Arizona (location) — Principal Executive Offices
• 602-364-6000 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share CABO New York Stock Excha
• $250 m — 024, the Company made a cash payment of $250 million, indirectly, to the other unit ho
• $100 million — the Company) received the proceeds from $100 million of new indebtedness recently incurred b
• $410 million — dy own will range between approximately $410 million and $550 million; and (ii) MBI's total
• $550 million — between approximately $410 million and $550 million; and (ii) MBI's total net indebtedness
• $845 million — n October 1, 2026 will be approximately $845 million to $895 million. These estimates are ba
• $895 million — 6 will be approximately $845 million to $895 million. These estimates are based on MBI's pas

Filing Documents

• form8-k.htm (8-K) — 40KB
• ex10-1.htm (EX-10.1) — 833KB
• ex99-1.htm (EX-99.1) — 15KB
• image01.jpg (GRAPHIC) — 11KB
• 0000950157-24-001698.txt ( ) — 1197KB
• cabo-20241220.xsd (EX-101.SCH) — 4KB
• cabo-20241220_lab.xml (EX-101.LAB) — 21KB
• cabo-20241220_pre.xml (EX-101.PRE) — 16KB
• form8-k_htm.xml (XML) — 4KB

01 Entry into a Material

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on November 12, 2020 Cable One, Inc. (the "Company") acquired a 45% equity interest (the "Investment") in Mega Broadband Investments Holdings LLC, a Delaware limited liability company ("MBI"). In connection with the Investment, the Company entered into a Second Amended and Restated Limited Liability Company Agreement of MBI, dated as of November 12, 2020 (the "Existing Operating Agreement") with MBI and GTCR Fund XII/B LP, a Delaware limited liability company; Mega Broadband Splitter, LP, a Delaware limited partnership; GTCR Co-Invest XII LP, a Delaware limited partnership; and Mega Broadband Blocker, LLC, a Delaware limited liability company (collectively, the "GTCR Investors"). Under the Existing Operating Agreement, the Company had the right, exercisable any time between the first quarter of 2023 and the second quarter of 2024, to acquire all of the membership interests in MBI not then held by the Company from the other members of MBI (the "Call Right"). The Call Right was not exercised under the Existing Operating Agreement and as a result, the GTCR Investors had the right, exercisable during the third quarter of 2025, to sell (and to cause all members of MBI other than the Company to sell) to the Company, and the Company would have the obligation to purchase, all of the membership interests in MBI not then held by the Company (the "Put Right"). The purchase price payable by the Company upon the exercise of the Call Right or the Put Right, as applicable, was to be calculated under a formula set forth in the Existing Operating Agreement based on (i) a multiple of MBI's adjusted earnings before interest, taxes, depreciation and amortization for the twelve-month period ended June 30, 2025 and (ii) MBI's total net indebtedness. On December 20, 2024, the Company, MBI and the GTCR Investors entered into a Third Amended and Restated Limited Liability Company Agreement of MBI to amend and

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 20, 2024 , the Company issued a press release announcing the amendments contemplated by the A&R Operating Agreement. A copy of this press release is furnished as Exhibit 99.1 hereto. 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 filing. Cautionary Statement Regarding Forward-Looking Statements This current report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify forward-looking statements by the words "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "might," "objective," "outlook," "plan," "potential," "predict," "projection," "seek," "should," "target," "trend," "will," "would" or the negative version of these words or other comparable words. Any statements regarding expectations and opportunities related to MBI, the Company's future net leverage ratio, the Put Right, the Call Right, the amounts payable upon the exercise of those rights and any other statements that are not historical facts are forward-looking statements. Such forward-looking materially from those indicated

01 Financial Statements and

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Third Amended and Restated Limited Liability Company Agreement, dated as of December 20 , 2024, among Mega Broadband Investments Holdings LLC, GTCR Fund XII/B LP, Mega Broadband Splitter LP, GTCR Co-Invest XII LP, Mega Broadband Blocker, LLC and Cable One, Inc. 99.1 Press release issued by Cable One, Inc. on December 20 , 2024 104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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/ Christopher Arntzen Name: Christopher Arntzen Title: Vice President, Deputy General Counsel and Secretary Date: December 20, 2024

View Full Filing

View this 8-K filing on SEC EDGAR