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Cable One (CABO) sees 34% lender participation in MBI Term Loan Exchange Offer

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cable One, Inc. reports preliminary results of its MBI Term Loan Exchange Offer, with irrevocable acceptances from lenders holding approximately 34.0% of all outstanding MBI Term Loans as of June 23, 2026. The company retains the right, in its sole discretion, not to consummate the exchange offer for any reason.

The announcement is accompanied by an extensive forward-looking statements notice that highlights risks such as competition, technology change, cybersecurity, regulatory shifts, indebtedness levels, integration of Mega Broadband Investments (MBI), transition to a new chief executive officer, and broader economic and labor conditions.

Positive

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
MBI Term Loan Exchange participation 34.0% of outstanding MBI Term Loans Irrevocable lender acceptances as of June 23, 2026
Exchange offer deadline 5:00 p.m. New York City time Cutoff on June 23, 2026 for lender acceptances
Announcement date June 24, 2026 Date Cable One announced exchange offer results
MBI Term Loan Exchange Offer financial
"the Company’s previously announced offer (the “MBI Term Loan Exchange Offer”) to lenders"
senior secured term loans financial
"to lenders (the “MBI Lenders”) of the senior secured term loans (the “MBI Term Loans”)"
A senior secured term loan is a long‑term bank-style loan that a company must repay on a set schedule and that is backed by specific assets as collateral; “senior” means it gets paid before other debts if the borrower runs into trouble. For investors, these loans matter because their collateral and priority typically reduce the risk of loss compared with unsecured or junior debt, while the fixed repayment plan and contract terms influence a company’s cash flow, interest burden and financial flexibility—think of it like a mortgage on a business asset that lenders can claim first if payments stop.
forward-looking statements regulatory
"Cautionary Statement Regarding Forward-Looking Statements This may contain “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
put option financial
"the put option associated with the remaining equity interests in MBI which was exercised on January 2, 2026"
A put option is a financial contract that gives its holder the right, but not the obligation, to sell a specified quantity of a stock or other asset at a set price within a defined time. Think of it like insurance on an investment—if the asset’s market price falls, the put lets an investor lock in a higher sale price or profit from the decline, helping limit losses or speculate on downward moves.
indebtedness financial
"risks associated with the Company’s indebtedness, including the Company’s ability to pay dividends"
Indebtedness is the total amount of money that a person, company, or organization owes to others, such as loans or borrowed funds. It reflects how much debt they have accumulated and need to repay. For investors, high levels of indebtedness can indicate greater financial risk, as it may affect the entity’s ability to meet its obligations and impact its financial stability.
internal control over financial reporting regulatory
"the Company’s ability to maintain effective internal control over financial reporting and disclosure controls"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
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Understanding 8-K Material Events →
false 0001632127 0001632127 2026-06-23 2026-06-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

  

FORM 8-K

 

 

  

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): June 23, 2026

   

 

 

Cable One, Inc.

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

   

Delaware 001-36863 13-3060083
(State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)

 

 

210 E. Earll Drive, Phoenix, Arizona 85012
(Address of Principal Executive Offices) (Zip Code)

 

  

Registrant’s Telephone Number, Including Area Code: (602) 364-6000

 

Not applicable

(Former name or former address, if changed since last report)

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share   CABO   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

  

 
 

 

Item 8.01Other Events

 

MBI Term Loan Exchange Offer — Expiration and Results

 

On June 24, 2026, Cable One, Inc. (the “Company”) announced that, as of 5:00 p.m., New York City time, on June 23, 2026, the designated exchange agent for the Company’s previously announced offer (the “MBI Term Loan Exchange Offer”) to lenders (the “MBI Lenders”) of the senior secured term loans (the “MBI Term Loans”) outstanding under that certain Credit Agreement, dated as of November 12, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time), among Mega Broadband Investments Holdings LLC (“MBI”), as borrower, the lenders from time to time party thereto and Truist Bank, as administrative agent, had received irrevocable lender acceptances from MBI Lenders holding approximately 34.0% of all outstanding MBI Term Loans.

 

The Company reserves the right, in its sole discretion, not to consummate the MBI Term Loan Exchange Offer for any reason.

 

The MBI Term Loan Exchange Offer was made pursuant to the offer materials distributed to eligible MBI Lenders, a copy of which was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 22, 2026 and is incorporated herein by reference.

 

This Current Report on Form 8-K does not constitute an offer to purchase or a solicitation of an offer to sell any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This current report 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, estimates, assumptions and projections about the Company’s industry, business, strategy, technologies, acquisitions and strategic investments, market expansion plans, dividend policy, capital allocation, financing strategy, the purchase price payable pursuant to the put option associated with the remaining equity interests in MBI which was exercised on January 2, 2026 (such purchase price, the “Put Price”) and the anticipated timeline to consummate such transaction, the Company’s ability and sources of capital to fund the Put Price, MBI’s future indebtedness and the Company’s financial results and financial condition. Forward-looking statements often include words such as “will,” “should,” “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance in connection with discussions of future operating or financial performance. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. The Company’s actual results may vary materially from those expressed or implied in its forward-looking statements. Accordingly, undue reliance should not be placed on any forward-looking statement made by the Company or on its behalf. Important factors that could cause the Company’s actual results to differ materially from those in its forward-looking statements include government regulation, economic, strategic, political and social conditions and the following factors, which are discussed in the Company’s latest Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”):   

 

 
 

 

· rising levels of competition from historical and new entrants in the Company’s markets;
   
· recent and future changes in technology, and the Company’s ability to develop, deploy and operate new technologies, service offerings and customer service platforms;
   
· risks associated with the Company’s use of artificial intelligence;
   
· the Company’s ability to grow its residential data and business data revenues and customer base;
   
· increases in programming costs and retransmission fees;
   
· the Company’s ability to obtain hardware, software and operational support from vendors, including the potential impacts of changes in trade policy and tariffs;
   
· risks relating to existing or future acquisitions and strategic investments by the Company, including risks associated with the exercise of the put option associated with the remaining equity interests in MBI and the acquisition and integration of MBI;
   
· the integrity and security of the Company’s network and information systems;
   
· the impact of possible security breaches and other disruptions, including cyber-attacks;
   
· 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;
   
· the Company’s ability to maintain effective internal control over financial reporting and disclosure controls and procedures;
   
· impairments of intangible assets and goodwill;
   
· legislative or regulatory efforts to impose new requirements on the Company’s data services;
   
· additional regulation of the Company’s video and voice services or changes to government subsidy programs;
   
· the Company’s ability to renew cable system franchises;
   
· increases in pole attachment costs;
   
· changes in local governmental franchising authority and broadcast carriage regulations;
   
· the potential adverse effect of the Company’s level of indebtedness on its business, financial condition or results of operations and cash flows;
   
· the restrictions the terms of the Company’s indebtedness place on its business and corporate actions;
   
· the possibility that interest rates will rise, causing the Company’s obligations to service its variable rate indebtedness to increase significantly;
   
· risks associated with the Company’s indebtedness, including the Company’s ability to pay dividends on, make distributions in respect of, repurchase or redeem, capital stock;
   
· provisions in the Company’s charter, by-laws and Delaware law that could discourage takeovers and limit the judicial forum for certain disputes;

 

 

  

 
 

  

· adverse economic conditions, labor shortages, supply chain disruptions, changes in rates of inflation and the level of move activity in the housing sector;
   
· pandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, have, and may in the future, disrupt the Company’s business and operations, which could materially affect the Company’s business, financial condition, results of operations and cash flows;
   
· lower demand for the Company’s residential data and business data products;
   
· fluctuations and/or declines in the Company’s stock price;
   
· dilution from equity awards, convertible indebtedness and potential future convertible debt and stock issuances;
   
· damage to the Company’s reputation or brand image;
   
· the Company’s ability to retain key employees (whom the Company refers to as associates);
   
· the Company’s ability to successfully transition to its new Chief Executive Officer;
   
· the Company’s ability to incur future indebtedness;
   
· provisions in the Company’s charter that could limit the liabilities for directors; and
   
· the other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including but not limited to those described under “Risk Factors” in its latest Annual Report on Form 10-K and in its subsequent filings with the SEC.

 

 

Any forward-looking statements made by the Company in this current report speak only as of the date on which they are made. The Company is under no obligation, and expressly disclaims any obligation, except as required by law, to update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise. 

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Cable One, Inc.  
       
  By:  /s/ Christopher J. Arntzen  
    Name: Christopher J. Arntzen
    Title: Senior Vice President, General Counsel and Secretary
       
         

 

Date: June 24, 2026

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Cable One (CABO) announce about the MBI Term Loan Exchange Offer?

Cable One announced preliminary results of its MBI Term Loan Exchange Offer. As of June 23, 2026, lenders holding approximately 34.0% of all outstanding MBI Term Loans submitted irrevocable acceptances, giving an initial view of participation in the offer.

How many MBI Term Loan lenders participated in Cable One’s exchange offer?

Lenders holding approximately 34.0% of all outstanding MBI Term Loans provided irrevocable acceptances. This percentage reflects the portion of the loan balance whose holders agreed to the exchange terms by the June 23, 2026, 5:00 p.m. New York City deadline.

Is Cable One (CABO) obligated to complete the MBI Term Loan Exchange Offer?

Cable One is not obligated to complete the MBI Term Loan Exchange Offer. The company explicitly reserves the right, in its sole discretion, not to consummate the exchange offer for any reason, despite receiving lender acceptances representing 34.0% of outstanding term loans.

Does the Cable One update on the MBI Term Loan Exchange Offer involve a securities sale?

The update does not constitute an offer to purchase or sell securities. Cable One specifies there will be no sale of securities in any jurisdiction where such activity is unlawful without proper registration or qualification under applicable securities laws.

What key risks does Cable One (CABO) highlight alongside the exchange offer update?

Cable One lists numerous risks, including rising competition, technology changes, use of artificial intelligence, cybersecurity threats, regulatory changes, indebtedness, integration of MBI, economic conditions, inflation, housing sector activity, stock price fluctuations, and challenges in transitioning to a new chief executive officer.

How does the MBI put option feature in Cable One’s forward-looking statements?

Cable One’s forward-looking statements reference the put option for the remaining equity interests in MBI. They highlight the Put Price, the anticipated timeline to complete that transaction, and the company’s ability and sources of capital to fund the Put Price as important considerations.

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