Cable One, Inc. (NYSE:CABO) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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Cable One, Inc. (NYSE:CABO) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 of the Original Form 8-K in their entirety and includes
the Merger Agreement as Exhibit 2.1 hereto. Except as otherwise
provided herein, the other disclosures made in the Original Form
8-K remain unchanged.

Item 1.01.
Entry into a Material Definitive Agreement.
The Company and Merger Sub entered into the Merger Agreement,
dated as of January 17, 2017, with NewWave, RBI Blocker
Corp., RBI Blocker Holdings LLC and GTCR-RBI, LLC, as
equityholder representative, to which the Company has agreed
to acquire all of the outstanding equity interests in
NewWave. NewWave is owned by funds affiliated with GTCR LLC,
a leading private equity firm based in Chicago.
Under the terms of the Merger Agreement, the Company will pay
a purchase price of $735 million in cash, subject to
customary post-closing adjustments. The closing of the
transaction is subject to the receipt of certain regulatory
approvals and other customary closing conditions. The Company
currently anticipates that the transaction will be completed
in the second quarter of the Companys fiscal year ending
December 31, 2017.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is
filed as Exhibit 2.1 hereto and incorporated herein by
reference. The representations and warranties and the
covenants in the Merger Agreement were made solely for the
benefit of the parties to the Merger 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 and warranties and the
covenants as characterizations of the actual state of facts
or condition of the Company, NewWave or any of their
respective subsidiaries or affiliates.
The Company expects to finance the transaction with $650
million of senior secured loans and cash on hand. On January
17, 2017, in connection with the entry into the Merger
Agreement, the Company entered into a commitment letter with
JPMorgan Chase Bank, N.A. (JPMorgan). to the commitment
letter, and subject to the terms and conditions set forth
therein, if an amendment to the Companys existing credit
agreement is obtained, JPMorgan has committed to provide the
Company with $300 million of incremental five-year term A
loans and $350 million of incremental seven-year term B loans
to finance the transaction. If such amendment is not
obtained, JPMorgan has committed to provide the Company with
$395 million of new five-year term A loans, $350 million of
new seven-year term B loans and $200 million of five-year
revolving commitments to finance the transaction and
refinance the Companys existing credit facilities.

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 cable industry and the Companys business and financial
results. Forward-looking statements often include words such
as 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 Companys actual
results may vary materially from those expressed or implied
in the Companys forward-looking statements. Accordingly,
undue reliance should not be placed on any forward-looking
statement made by us or on the Companys behalf. Important
factors that could cause the Companys actual results to
differ materially from those in the Companys forward-looking
statements include government regulation, economic,
strategic, political and social conditions and the following
factors:

uncertainties as to the timing of the acquisition of
NewWave and the risk that the transaction may not be
completed in a timely manner or at all;
the possibility that any or all of the various
conditions to the consummation of the acquisition of
NewWave 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);
risks regarding the failure to obtain the necessary
financing to complete the transaction;
the effect of the announcement or pendency of the
transaction on the Companys and NewWaves ability to
retain and hire key personnel and their ability to
maintain relationships with customers, suppliers and
other business partners;
risks related to diverting managements attention from
the Companys ongoing business operations;
uncertainties as to the Companys ability and the amount
of time necessary to realize the expected synergies and
other benefits of the transaction;
the Companys ability to integrate NewWaves operations
into its own;
rising levels of competition from historical and new
entrants in the Companys markets;
recent and future changes in technology;
the Companys ability to continue to grow its business
services product;
increases in programming costs and retransmission fees;
the Companys ability to obtain support from vendors;
the effects of any significant acquisitions by the
Company;
adverse economic conditions;
the integrity and security of the Companys network and
information systems;
legislative and regulatory efforts to impose new legal
requirements on the Companys data services;
changing and additional regulation of the Companys
data, video and voice services;
the Companys ability to renew cable system franchises;
increases in pole attachment costs;
the failure to meet earnings expectations;
the adequacy of the Companys risk management framework;
changes in tax and other laws and regulations;
changes in GAAP or other applicable accounting
policies; and
the other risks and uncertainties detailed in the
section titled Risk Factors in the Companys Annual
Report on Form 10-K as filed with the SEC on March 7,
2016.
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 to, and expressly disclaims
any obligation to, update or alter the Companys forward-looking
statements, whether as a result of new information, subsequent
events or otherwise.

Item 9.01
Financial Statements and Exhibits.
Exhibit
Description
2.1
Agreement and Plan of Merger, dated as of January
17, 2017, by and among Cable One, Inc., RBI Holding
LLC, Frequency Merger Sub, LLC, RBI Blocker Corp.,
RBI Blocker Holdings LLC, and GTCR-RBI, LLC, solely
in its capacity as the equityholder
representative.*
99.1
Press release issued by Cable One, Inc. on January
18, 2017.**
99.2
Presentation by Cable One, Inc.**
* to Item 601(b)(2) of Regulation S-K, certain exhibits
and schedules have been omitted. The registrant hereby
agrees to furnish supplementally a copy of any omitted
attachment to the SEC upon request.
**Previously furnished with the Original Form 8-K.

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/ Alan H. Silverman
Name: Alan H. Silverman
Title: Senior Vice President, General Counsel,
Director of Administration and Secretary
Date: January 20, 2017

EXHIBIT INDEX
Exhibit
Description
2.1
Agreement and Plan of Merger, dated as of January 17,
2017, by and among Cable One, Inc., RBI Holding LLC,
Frequency Merger Sub, LLC, RBI Blocker Corp., RBI
Blocker Holdings LLC, and GTCR-RBI, LLC, solely in its
capacity as the equityholder representative.*
99.1
Press release issued by Cable One, Inc. on January 18,
2017.**
99.2
Presentation by Cable One, Inc.**
*


About Cable One, Inc. (NYSE:CABO)

Cable One, Inc. is a provider of data, video and voice services in approximately 20 Western, Midwestern and Southern states. The Company’s products include Residential Video Services, Residential Data Services, Residential Voice Services, Business Services and Advertising. It provides these broadband services to residential and business customers in approximately 40 cable systems covering over 400 cities and towns. The markets it serves are non-metropolitan, secondary markets, with its customers located in approximately five states: Mississippi, Idaho, Oklahoma, Texas and Arizona. The Company is the cable system operator in the United States making services available to approximately 1,644,000 homes in the United States. It provides service to approximately 664,600 residential and business customers out of over 1,644,000 homes passed. Of these customers, approximately 501,240 subscribed to data services, over 364,150 to video services and approximately 127,090 to voice services.

Cable One, Inc. (NYSE:CABO) Recent Trading Information

Cable One, Inc. (NYSE:CABO) closed its last trading session up +6.67 at 610.68 with 50,957 shares trading hands.