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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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Emerging growth company
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uncertainties as to the timing of the transaction and the risk that the transaction may not be completed in a timely manner or at all;
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the possibility that any or all of the conditions to the consummation of the transaction 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);
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uncertainties relating to the Company’s ability to obtain the necessary financing to complete the transaction;
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the effect of the announcement or pendency of the transaction on the Company’s or Hargray’s ability to retain and hire key personnel and to maintain relationships with customers,
suppliers and other business partners;
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risks relating to diverting management’s attention from the Company’s or Hargray’s ongoing business operations;
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following the completion of the transaction, the Company’s ability to integrate Hargray’s operations into its own as well as uncertainties as to the Company’s ability and the amount
of time necessary to realize the expected synergies and other benefits of the transaction;
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the duration and severity of the COVID-19 pandemic and its effects on the Company’s and Hargray’s businesses, financial conditions, 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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risks relating to existing or future acquisitions and strategic investments by the Company;
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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 its latest Annual Report on Form 10-K and the Third
Quarter 2020 Form 10-Q as filed with the SEC.
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Exhibit
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Description
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99.1 |
Press release issued by Cable One, Inc. on February 15, 2021. |
Cable One, Inc.
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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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