Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Report on Form 8-K filed by Cable One, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on April 1, 2019, the Company entered into a Stock Purchase
Agreement, dated as of March 31, 2019 (the “Purchase Agreement”), with Fidelity Communications Co. (“Fidelity”), a Missouri corporation, pursuant to which the Company had agreed to acquire (the “Transaction”) all of the outstanding equity interests
in the entities comprising Fidelity’s data, video and voice business and certain related assets (collectively, the “Fidelity Entities”).
On October 1, 2019, the Company completed the Transaction and the Fidelity Entities became wholly owned subsidiaries of the Company. The Company paid a purchase price of $525,855,000 in cash, subject to customary
adjustments, that was financed with cash on hand and the net proceeds from $450,000,000 of Delayed Draw Term A Loans (as defined below).
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, which was filed as Exhibit 2.1 to the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 filed with the SEC on May 10, 2019 and is incorporated by reference herein. 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, Fidelity or any of their respective subsidiaries or affiliates.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Obligation of a Registrant.
As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on May 9, 2019, the Company and its wholly-owned subsidiaries entered into a Second Restatement Agreement (the “Second
Restatement Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and the lenders or other financial institutions party thereto, to further amend and restate its existing Amended and Restated Credit Agreement, dated as of
May 1, 2017 (as so amended and restated, the “Credit Agreement”). The Credit Agreement provides for, among other things, a senior secured delayed draw term “A” loan facility in an aggregate principal amount of $450,000,000 (the “Delayed Draw Term
Loan A Facility”). In connection with the consummation of the Transaction, on October 1, 2019, the Company borrowed $450,000,000 aggregate principal amount of term loans under the Delayed Draw Term Loan A Facility (the “Delayed Draw Term A Loans”),
the net proceeds of which were used to pay a portion of the purchase price for the Transaction and other fees and expenses related thereto.
The Delayed Draw Term A Loans will mature on May 8, 2024 (unless certain of the Company’s existing indebtedness remains outstanding after certain specified dates, in which case the final maturity of those loans will
be an earlier date as specified in the Credit Agreement). The Delayed Draw Term A Loans will bear interest, at the Company’s option, at a rate per annum determined by reference to either the London Interbank Offered Rate (“LIBOR”) or an adjusted base
rate, in each case plus an applicable interest rate margin. The applicable interest rate margin with respect to LIBOR borrowings will be a rate per annum between 1.25% and 1.75% and with respect to adjusted base rate borrowings will be a rate per
annum between 0.25% and 0.75%, in each case determined on a quarterly basis by reference to a pricing grid based upon the Company’s total net leverage ratio.
The principal amount of the Delayed Draw Term A Loans will amortize, together with the Company’s existing senior secured “A” loans (the “Existing Term A Loans”), in equal quarterly installments at a rate (expressed as
a percentage of the original principal amount) of approximately 2.5% per annum for the first three quarters following the borrowing date, approximately 2.5% per annum for the second year following the borrowing date, approximately 5.0% per annum for
the third year following the borrowing date, approximately 7.5% per annum for the fourth year following the borrowing date, and approximately 12.5% per annum for the fifth year following the borrowing date (in each case subject to customary
adjustments in the event of any prepayment), with the balance due upon maturity. The final maturity of the Delayed Draw Term A Loans may be accelerated on customary terms following the occurrence and during the continuance of an event of default
under the Credit Agreement.
The Delayed Draw Term A Loans will have the same terms as, and will constitute one class of term loans with, the Existing Term A Loans.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Restatement Agreement, which was filed as Exhibit 10.1 to
the Company’s Current Report on Form 8-K filed with the SEC on May 9, 2019 and is incorporated herein by reference.