Cable One, Inc. (NYSE: CABO) (“Cable One” or the “Company”)
today announced the pricing of an upsized underwritten public
offering (the “Offering”) of 250,000 shares of its common stock at
a public offering price of $1,700.00 per share for total gross
proceeds of $425.0 million. The Offering was upsized from the
previously announced size of $400.0 million of shares. In addition,
Cable One has granted the underwriters an option for 30 days to
purchase up to an additional 37,500 shares of its common stock at
the public offering price, less the underwriting discount. The
Offering is expected to close on or about May 22, 2020, subject to
customary closing conditions.
The net proceeds from the Offering will be approximately $409.1
million (or $470.4 million if the underwriters exercise their
option to purchase additional shares in full) after giving effect
to the underwriting discount but before giving effect to any
offering expenses payable by Cable One. The Company intends to use
a portion of the net proceeds from the Offering to repay
outstanding borrowings under its revolving credit facility and the
remainder for general corporate purposes, which may include
strategic acquisitions and investments.
J.P. Morgan Securities LLC, BofA Securities and Wells Fargo
Securities, LLC are acting as lead book-running managers for the
Offering. Barclays Capital Inc., Credit Suisse Securities (USA)
LLC, SunTrust Robinson Humphrey, Inc. and TD Securities (USA) LLC
are also acting as book-running managers for the Offering. BMO
Capital Markets Corp., BTIG, LLC, Citizens Capital Markets, Inc.,
Deutsche Bank Securities, Inc., Fifth Third Securities, Inc., MUFG
Securities Americas Inc., B. Riley FBR, Inc., Cowen and Company,
LLC, KeyBanc Capital Markets Inc., Raymond James & Associates,
Inc. and Stephens Inc. are acting as co-managers for the
Offering.
The Offering is being made pursuant to an effective shelf
registration statement on Form S-3 filed by Cable One with the
Securities and Exchange Commission (the “SEC”) and only by means of
a prospectus supplement and accompanying prospectus included in the
registration statement. A preliminary prospectus supplement
relating to the Offering has been filed with the SEC. A final
prospectus supplement describing the terms of the Offering will be
filed with the SEC. Copies of the preliminary prospectus supplement
and the accompanying prospectus, and the final prospectus
supplement, when available, may be obtained: from J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717, by email at
prospectus-eq_fi@jpmchase.com or toll-free at (866) 803-9204; from
BofA Securities, Attn: Prospectus Department, NC1-004-03-43, 200
North College Street, 3rd floor, Charlotte, North Carolina
28255-0001, by email at dg.prospectus_requests@bofa.com; from Wells
Fargo Securities, Attn: Equity Syndicate Department, 500 West 33rd
Street, New York, New York 10001, toll-free at (800) 326-5897 or
email a request to cmclientsupport@wellsfargo.com; or by visiting
the SEC’s website at www.sec.gov under Cable One’s name.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the common stock, nor shall there
be any sale of the common stock in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. No assurance can be made that the Offering
will be consummated on its proposed terms or at all.
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
industry, business, strategy, 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, Form 10-Q for the quarterly period ended March 31,
2020 (“First Quarter 2020 Form 10-Q”) and preliminary prospectus
supplement for the Offering as filed with the SEC:
- the duration and severity of the COVID-19 pandemic and its
effects on its business, financial condition, results of operations
and cash flows;
- rising levels of competition from historical and new entrants
in its markets;
- recent and future changes in technology;
- its ability to continue to grow its business services
products;
- increases in programming costs and retransmission fees;
- its ability to obtain hardware, software and operational
support from vendors;
- the effects of any acquisitions and strategic investments by
the Company;
- risks that its rebranding may not produce the benefits
expected;
- damage to its reputation or brand image;
- risks that the implementation of its new enterprise resource
planning system disrupts business operations;
- adverse economic conditions;
- the integrity and security of its network and information
systems;
- the impact of possible security breaches and other disruptions,
including cyber-attacks;
- its failure to obtain necessary intellectual and proprietary
rights to operate its business and the risk of intellectual
property claims and litigation against the Company;
- its ability to retain key employees (who the Company refers to
as associates);
- legislative or regulatory efforts to impose network neutrality
and other new requirements on its data services;
- additional regulation of its video and voice services;
- its 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 its level of indebtedness on
its business, financial condition or results of operations and cash
flows;
- the restrictions the terms of its indebtedness place on its
business and corporate actions;
- the possibility that interest rates will rise, causing its
obligations to service its variable rate indebtedness to increase
significantly;
- its ability to incur future indebtedness;
- fluctuations in its stock price;
- its ability to continue to pay dividends;
- dilution from equity awards and potential stock issuances;
- provisions in its charter, by-laws and Delaware 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 the SEC, including but not limited to
its latest Annual Report on Form 10-K, the First Quarter 2020 Form
10-Q and the preliminary prospectus supplement for the Offering as
filed with the SEC.
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. The Company may not consummate the
Offering described in this press release and, if the Offering is
consummated, cannot provide any assurances regarding the final
terms of the Offering or its ability to effectively apply the net
proceeds as described above.
About Cable One
Cable One, Inc. (NYSE: CABO) is a leading broadband
communications provider serving residential and business customers
in 21 states through its Sparklight® and Clearwave brands.
Sparklight provides consumers with a wide array of connectivity and
entertainment services, including high-speed internet and advanced
Wi-Fi solutions, cable television and phone service.
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version on businesswire.com: https://www.businesswire.com/news/home/20200519006018/en/
Trish Niemann Senior Director, Corporate Communications
602-364-6372 patricia.niemann@cableone.biz
Steven Cochran Senior Vice President and Chief Financial Officer
investor_relations@cableone.biz
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