Cable One, Inc 8-K, filed Jan 3, 2022
Cable One, Inc. (CABO)
8-K
2022-01-03
For: 2022-01-03
View Original
Added on
April 06, 2026
About this 8-K
Cable One, Inc filed this 8-K on January 3, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 3, 2022
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (602 ) 364-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation
FD Disclosure.
On January 3, 2022, Cable One, Inc. (the “Company”) issued a press release announcing the closing of a joint venture
transaction that was previously disclosed on a Current Report on Form 8-K furnished with the Securities and Exchange Commission on November 3, 2021. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated by reference
herein.
The information contained in this Item 7.01, as well as in Exhibit 99.1 hereto, 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.
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 the growth expectations and opportunities for the joint venture and any other statements that are not historical facts are forward-looking statements. Such forward-looking statements are subject to various risks, uncertainties, assumptions,
or changes in circumstances that are difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors
include, but are not limited to, factors described under “Risk Factors” in the Company’s annual report on Form 10-K for the period ended December 31, 2020 and its quarterly report on Form 10-Q for the period ended September 30, 2021 and the Company’s
other filings with the Securities and Exchange Commission. Each forward-looking statement contained herein speaks only as of the date of this current report, and the Company undertakes no obligation to update or revise any forward-looking statements
whether as a result of new information, future developments or otherwise, except as required by law.
Item 9.01. Financial
Statements and Exhibits.
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Exhibit No.
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Description
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104
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The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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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.
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Cable One, Inc.
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By:
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/s/ Peter N. Witty
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Name:
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Peter N. Witty
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Title:
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Senior Vice President, General Counsel and Secretary
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Date: January 3, 2022
Exhibit 99.1
Cable One Announces Formation of Clearwave Fiber in Partnership with GTCR, Stephens Capital Partners, and The Pritzker Organization
Partnership to drive expansion of fiber broadband networks to rural and under-served markets
PHOENIX, AZ and CHICAGO, IL – January 3,
2022 – Cable One, Inc. (NYSE: CABO or “Cable One”) today announced it has entered into a joint venture with affiliates of GTCR LLC (“GTCR”), Stephens Capital Partners LLC (“Stephens”), The Pritzker Organization, L.L.C. (“TPO”), and certain members
of the management team for the venture (collectively the “Investors”) to support the accelerated growth of Clearwave Fiber LLC (“Clearwave Fiber”). Clearwave Fiber is a newly formed entity that holds Cable One’s subsidiary Clearwave Communications
and certain fiber assets of Cable One’s subsidiary Hargray Communications. With the formation of the joint venture, Clearwave Fiber intends to invest heavily in bringing Fiber-to-the-Premise (“FTTP”) service to residential and business customers
across its existing footprint and near-adjacent areas.
The joint venture reflects a shared commitment from Cable One and the Investors to provide fast and reliable connectivity via FTTP internet to underserved markets and will allow for
more rapid expansion of fiber internet to homes and businesses in small cities and big towns. Cable One owns a majority of Clearwave Fiber and the Investors are committed to make substantial cash investments to support the acceleration of Clearwave
Fiber’s expansion.
Clearwave Fiber will be led by Executive Chairman Michael Gottdenker and CEO David Armistead, both of whom were part of Hargray’s executive leadership team from 2007 until its 2021
sale to Cable One, providing continuity of proven leadership and a continued commitment to Cable One’s shared culture, purpose, and values.
“This strategic investment will help accelerate the deployment of fiber-based broadband services to a range of markets, including underserved areas of the country,” said Michael
Gottdenker, Executive Chairman of Clearwave Fiber. “Our team is motivated by our shared core values of customer service and improving lives through connectivity and is excited to bring fast and reliable Clearwave Fiber broadband to homes and
businesses across the country. We are thrilled to welcome GTCR, Stephens, and TPO to the Clearwave Fiber family and look forward to our continued partnership with Cable One.”
“We look forward to supporting and sharing in Clearwave Fiber’s growth over the coming years while remaining focused on our primary business, increasing penetration rates,
integrating recently acquired companies and driving higher margins and greater free cash flow,” said Julie Laulis, Cable One President and CEO. “We did not take lightly our choice of partners in this transaction and are excited to be working with
like-minded individuals who share our core principles.”
Transaction Details
The Investors will make substantial cash investments to finance Clearwave Fiber’s expansion and will be represented on the Board of Directors for the venture and have certain
governance rights. Cable One will receive no cash proceeds from the transaction and will own a majority of Clearwave Fiber. The operations contributed to the joint venture by Cable One represent approximately 3% of Cable One’s consolidated revenues
for the three months ended September 30, 2021.
Bank Street Group acted as lead financial advisor to Cable One, and Ernst & Young advised on the financial and operational carve-out of Clearwave Fiber. Cravath, Swaine &
Moore LLP and Cahill Gordon & Reindel LLP acted as legal advisors to Cable One. Kirkland & Ellis LLP, Davis Polk & Wardwell LLP and Covington & Burling LLP acted as legal advisors to the Investors on this transaction.
About Cable One
Cable One, Inc. (NYSE:CABO) is a leading broadband communications provider committed to connecting customers and communities to what matters most. Through Sparklight® and
the associated Cable One family of brands, the Company serves more than 1.1 million residential and business customers in 24 states. Over its fiber-optic infrastructure, the Cable One family of brands provide residential customers with a wide array
of connectivity and entertainment services, including Gigabit speeds, advanced WiFi and video. For businesses ranging from small and mid-market up to enterprise, wholesale and carrier, the Company offers scalable, cost-effective solutions that enable
businesses of all sizes to grow, compete and succeed.
About GTCR
Founded in 1980, GTCR is a leading private equity firm focused
on investing in growth companies in the Healthcare, Financial Services & Technology, Technology, Media & Telecommunications, and Growth Business Services industries. The Chicago-based firm pioneered The Leaders Strategy™ -
finding and partnering with management leaders in core domains to identify, acquire and build market-leading companies through transformational acquisitions and organic growth. Since its inception, GTCR has invested more than $20 billion in over
250 companies. For more information, please visit www.gtcr.com.
About Stephens Capital Partners
Stephens Capital Partners LLC (“SCP”) is the principal investing arm of the Warren A. Stephens family and Stephens Inc. SCP identifies
opportunities to work with industry-leading management teams with a long-term perspective. SCP provides public and private companies with capital for purposes of growth, recapitalization, and leveraged buyouts.
Stephens Inc. is a full service investment banking firm
headquartered in Little Rock, Arkansas serving a broad client base of corporations, state and local governments, financial institutions, institutional and individual investors throughout the United States and overseas. The firm is a member of the
New York Stock Exchange and SIPC. For more information, see www.stephens.com.
About The Pritzker Organization
The Pritzker Organization is the merchant bank for the business
interests of the Tom Pritzker family. TPO is focused on partnering with exceptional leaders to create value across a wide range of industries. TPO looks for opportunities where it can create value for the family’s interests and our partners and
colleagues over a significant time horizon. For more than 60 years, TPO has overseen and guided the development of dozens of portfolio companies across a wide variety of industries, including manufacturing, logistics, life sciences, hospitality,
healthcare and services. Notable businesses include Hyatt Hotels, Triton Container, the Marmon Group, and Hargray Communications. Recent control investments include TMS International, Lithko Contracting, KBP Investments, Mammoth Holdings and STV
Inc. In addition to its core strategy of building businesses over the long term, TPO is also active in special situations, advising the family’s interests in the deployment of capital across a wide spectrum of industries and across every tier of
the balance sheet, from senior debt to equity. Additional information can be found at www.pritzkerorg.com.
Contacts
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Trish Niemann
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Steven Cochran
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Senior Director, Corporate Communications
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Chief Financial Officer
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602-364-6372
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investor_relations@cableone.biz
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patricia.niemann@cableone.biz
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release 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 the growth expectations and
opportunities for Clearwave Fiber and any other statements that are not historical facts are forward-looking statements. Such forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are
difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, factors
described under “Risk Factors” in Cable One’s annual report on Form 10-K for the period ended December 31, 2020 and its quarterly report on Form 10-Q for the period ended September 30, 2021 and Cable One’s other filings with the Securities and
Exchange Commission. Each forward-looking statement contained herein speaks only as of the date of this release, and Cable One undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future
developments or otherwise, except as required by law.