Cable One Announces Pricing of Upsized Private Offering of Convertible Senior Notes

Cable One, Inc. (NYSE: CABO) (“Cable One” or the “Company”) today announced the pricing of a private offering (the “Offering”) of $500.0 million aggregate principal amount of its 0.00% convertible senior notes due 2026 (the “2026 Notes”) and $300.0 million aggregate principal amount of its 1.125% convertible senior notes due 2028 (the “2028 Notes” and, together with the “2026 Notes”, the “Notes”). The size of the Offering was increased from the previously announced $400.0 million in aggregate principal amount of 2026 Notes and $200.0 million in aggregate principal amount of 2028 Notes. The Offering is expected to close on March 5, 2021, subject to customary closing conditions. Cable One has granted the initial purchasers of the Notes an option to purchase up to an additional $75.0 million principal amount of 2026 Notes and up to an additional $45.0 million principal amount of 2028 Notes, in each case, exercisable within a period of 13 days from the date the Notes are first issued.

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 1.125% per annum. Interest on the 2028 Notes will be payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021, unless earlier repurchased, converted or redeemed. The 2026 Notes are scheduled to mature on March 15, 2026, and the 2028 Notes are scheduled to mature on March 15, 2028. The initial conversion rate for each of the 2026 Notes and the 2028 Notes will be 0.4394 shares of Cable One’s common stock per $1,000 principal amount of 2026 Notes and 2028 Notes, as applicable (equivalent to an initial conversion price of $2,275.83 per share of common stock). The initial conversion price of each of the 2026 Notes and the 2028 Notes represents a premium of 25.0% and 25.0%, respectively, over the last reported sale price of $1,820.83 per share of Cable One’s common stock on March 2, 2021.

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 100% of the principal amount of the Notes of such series to be repurchased, plus accrued and unpaid interest to, but not including, the fundamental change repurchase date.

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 130% of the conversion price for such series of Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Cable One provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Cable One provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes of such series to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date.

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