Cable One Announces Pricing of Upsized Private Offering of Convertible Senior Notes
Cable One, Inc. (NYSE: CABO) has priced a private offering totaling $500 million in 0.00% convertible senior notes due 2026 and $300 million in 1.125% convertible senior notes due 2028. The offering size increased from earlier announcements. The notes will be senior unsecured obligations guaranteed by its wholly-owned subsidiaries. The proceeds will support general corporate purposes, including financing a portion of the acquisition of Hargray Acquisition Holdings, LLC. The offering closes on March 5, 2021, subject to customary conditions.
- Proceeds will finance part of the acquisition of Hargray, indicating growth potential.
- Increased offering size signals strong investor interest.
- Convertible notes may dilute existing shareholder equity.
- No regular interest on 2026 Notes could be unappealing to some investors.
Cable One, Inc. (NYSE: CABO) (“Cable One” or the “Company”) today announced the pricing of a private offering (the “Offering”) of
The Notes will be senior unsecured obligations of Cable One and will be guaranteed by Cable One’s wholly owned domestic subsidiaries that guarantee its senior secured credit facilities or that guarantee certain of its capital markets indebtedness.
The 2026 Notes will not bear regular interest, and the principal amount of the 2026 Notes will not accrete. The 2028 Notes will bear interest at a rate of
The Notes will be convertible at the option of the holders into cash, shares of Cable One’s common stock or a combination thereof at Cable One’s election. Prior to the close of business on the business day immediately preceding December 15, 2025, the 2026 Notes will be convertible at the option of the holders only upon the satisfaction of specified conditions and during certain periods. On or after December 15, 2025, holders may convert their 2026 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the relevant maturity date. Prior to the close of business on the business day immediately preceding December 15, 2027, the 2028 Notes will be convertible at the option of the holders only upon the satisfaction of specified conditions and during certain periods. On or after December 15, 2027, holders may convert their 2028 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the relevant maturity date. If the Company undergoes certain fundamental changes, holders of each series of Notes may require the Company to repurchase for cash all or part of their Notes of such series at a purchase price equal to
Cable One may not redeem the 2026 Notes prior to March 20, 2024 and it may not redeem the 2028 Notes prior to March 20, 2025. On or after March 20, 2024 and prior to December 15, 2025, Cable One may redeem for cash all or any portion of the 2026 Notes, at its option, and on or after March 20, 2025 and prior to December 15, 2027, Cable One may redeem for cash all or any portion of the 2028 Notes, at its option, in each case, if the last reported sale price per share of common stock has been at least
In addition, following certain corporate events that occur prior to the maturity date of any Notes of a series or if Cable One delivers a notice of redemption in respect of any Notes of a series, in certain circumstances, the conversion rate applicable to such series of Notes will be increased for a holder who elects to convert any of such Notes in connection with such a corporate event or convert any of such Notes called (or deemed called) for redemption during the related redemption period, as the case may be.
Cable One intends to use the net proceeds from the Offering for general corporate purposes, including to finance a portion of the purchase price in connection with the acquisition of the equity interests in Hargray Acquisition Holdings, LLC (“Hargray”) that Cable One does not already own.
The Notes and the guarantees thereof are being offered in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes and the guarantees thereof are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act.
The Notes, the guarantees thereof and any shares of common stock issuable upon conversion of the Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes, the guarantees thereof or the shares of common stock issuable upon conversion of the Notes, nor shall there be any sale of the Notes 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.
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, est
FAQ
What is the total amount of the offering from Cable One (CABO)?
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What are the interest rates on the convertible notes?
What will Cable One use the net proceeds from the offering for?
What does the convertible note structure mean for shareholders?
