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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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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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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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Item 1.01 |
Entry into a Material Definitive Agreement
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Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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the duration and severity of the COVID-19 pandemic and its effects on the Company’s business, financial condition, results of operations and cash flows;
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rising levels of competition from historical and new entrants in the Company’s markets;
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recent and future changes in technology;
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the Company’s ability to continue to grow its business services products;
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increases in programming costs and retransmission fees;
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the Company’s ability to obtain hardware, software and operational support from vendors;
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the effects of any acquisitions and strategic investments by the Company;
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risks relating to the Company’s initial minority ownership position in MBI, including its ability to appoint only a minority of members of the board of managers of
MBI, the fact that the managers of MBI will not owe the same fiduciary duties to the Company that directors of a corporation would owe to stockholders, and the limited category of transactions for which the Company’s consent will be needed
under MBI’s operating agreement;
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uncertainties related to the exercise of the call option or the put option in the MBI investment, including the Company’s ability to finance the purchase of the remaining
membership interests in MBI on terms acceptable to the Company or at all;
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risks that the Company’s rebranding may not produce the benefits expected;
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damage to the Company’s reputation or brand image;
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risks that the implementation of the Company’s new enterprise resource planning system disrupts business operations;
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adverse economic conditions;
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the integrity and security of the Company’s network and information systems;
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the impact of possible security breaches and other disruptions, including cyber-attacks;
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the Company’s failure to obtain necessary intellectual and proprietary rights to operate its business and the risk of intellectual property claims and litigation against the
Company;
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the Company’s ability to retain key employees;
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legislative or regulatory efforts to impose network neutrality and other new requirements on the Company’s data services;
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additional regulation of the Company’s video and voice services;
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the Company’s ability to renew cable system franchises;
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increases in pole attachment costs;
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changes in local governmental franchising authority and broadcast carriage regulations;
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the potential adverse effect of the Company’s level of indebtedness on its business, financial condition or results of operations and cash flows;
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the restrictions the terms of the Company’s indebtedness place on its business and corporate actions;
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the possibility that interest rates will rise, causing the Company’s obligations to service its variable rate indebtedness to increase significantly;
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the Company’s ability to incur future indebtedness;
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fluctuations in the Company’s stock price;
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the Company’s ability to continue to pay dividends;
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dilution from equity awards and potential stock issuances;
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provisions in the Company’s charter, by-laws and Delaware law that could discourage takeovers and limit the judicial forum for certain disputes and the liabilities for directors;
and
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the other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including but not limited to the Form 10-K and the Third Quarter 2020 Form 10-Q.
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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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Cable One, Inc. | ||||
By:
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/s/ Peter N. Witty | |||
Name: | Peter N. Witty | |||
Title: | Senior Vice President, General Counsel and Secretary |
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