Cable ONE, Inc. Announce Bard Changes
Jul 27 15
On July 25, 2015, the board of directors of Cable One, Inc. increased the number of directors constituting the Board from seven to eight and elected Deborah J. Kissire to serve as a director of the company, effective immediately, filling the vacancy resulting from the increase. Ms. Kissire was elected as a Class III director, with a term expiring at the 2018 annual meeting of stockholders. The Board also named Ms. Kissire to serve as Chairperson of the Audit Committee, effective immediately, replacing Alan G. Spoon, who will remain a member of the Audit Committee. Thomas S. Gayner stepped down as a member of the Audit Committee, effective concurrently with Ms. Kissere's appointment.
Cable ONE, Inc. Announces Amendments to Articles of Incorporation
Jul 1 15
Cable ONE, Inc. announced that the Restated Certificate was approved by the Board and Graham Holdings Company, in its capacity as sole stockholder of the Company, and the Restated By-laws were approved by the Board, in each case on June 26, 2015. The name of the corporation is Cable One, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on October 14, 1980 (as amended and in effect immediately prior to the adoption and effectiveness hereof, the Original Certificate of Incorporation"), and the name under which the corporation was originally incorporated is Capital Cities Cable of Delaware, Inc. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware and shall be effective as of July 1, 2015.
Cable One, Inc. Enters into Credit Agreement with Lender; Announces Directorate Changes
Jul 1 15
On June 30, 2015, Cable One, Inc. entered into a credit agreement among the company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto. The credit agreement provides for a five-year revolving credit facility in an aggregate principal amount of $200,000,000 and a five-year term loan facility in an aggregate principal amount of $100,000,000. Concurrently with its entry into the credit agreement, the company borrowed the full amount of the Term Loan Facility. The obligations under the senior credit facilities are obligations of the company and are guaranteed by the company's wholly owned subsidiary, Cable One VoIP LLC. The obligations under the senior credit facilities are secured, subject to certain exceptions, by substantially all of the assets of the company and the Subsidiary. Borrowings under the senior credit facilities will bear interest, at the company's option, at a rate per annum determined by reference to either the London Interbank Offered Rate or an adjusted base rate, in each case plus an applicable interest rate margin. The applicable interest rate margin with respect to LIBOR borrowings will be a rate per annum between 1.50% and 2.25% and the applicable interest rate margin with respect to adjusted base rate borrowings will be a rate per annum between 0.50% and 1.25%, in each case determined on a quarterly basis by reference to a pricing grid based upon the company's total net leverage ratio. Borrowings under the senior credit facilities will initially bear interest at LIBOR plus 1.50% per annum or at the adjusted base rate plus 0.50%. In addition, the company will be required to pay commitment fees on any unused portion of the revolving credit facility at a rate between 0.25% per annum and 0.40% per annum, determined by reference to the pricing grid. The senior credit facilities may be prepaid at any time without premium. The term loan facility will amortize in equal quarterly installments at a rate of 2.5% per annum in the first year after funding, 5.0% per annum in the second year after funding, 7.5% per annum in the third year after funding, 10.0% per annum in the fourth year after funding and 15.0% per annum in the fifth year after funding, with the outstanding balance of the term loan facility to be paid on the fifth anniversary of funding. Borrowings under the revolving credit facility are subject to the satisfaction of customary conditions, including the accuracy of representations and warranties and the absence of defaults. The company may, subject to the terms and conditions of the credit agreement, obtain additional credit facilities of up to $300,000,000 under the credit agreement pursuant to an uncommitted incremental facility. The credit agreement contains customary representations, warranties and affirmative and negative covenants, including limitations on indebtedness, liens, restricted payments, prepayments of certain indebtedness, investments, dispositions of assets, restrictions on subsidiary distributions and negative pledge clauses, fundamental changes, transactions with affiliates and amendments to organizational documents. The credit agreement also requires the Company to maintain specified ratios of total net leverage and first lien net leverage to consolidated operating cash flow. The credit agreement also contains customary events of default, including non-payment of principal, interest, fees or other amounts, material inaccuracy of any representation or warranty, failure to observe or perform any covenant, default in respect of other material debt of the company and its restricted subsidiaries, bankruptcy or insolvency, the entry against the company or any of its restricted subsidiaries of a material judgment, the occurrence of certain ERISA events, impairment of the loan documentation and the occurrence of a change of control. The company intends to use proceeds of borrowings under the senior credit facilities to fund cash to its balance sheet and for working capital and other general corporate purposes.
On June 26, 2015, in anticipation of the legal and structural separation of the company from Graham Holdings Company, Donald E. Graham and Hal S. Jones each tendered his resignation as a member of the board of directors of the company, effective concurrently with the consummation of the Spin-Off at 12:01 a.m. EDT on July 1, 2015. At the time of their resignations, Mr. Graham and Mr. Jones each served on the Audit, Compensation and Nominating and Governance Committees of the Board. On June 26, 2015, Graham, the sole stockholder of the Company, elected Naomi M. Bergman, Brad D. Brian, Alan G. Spoon, Wallace R. Weitz and Katharine B. Weymouth to serve as directors of the Company, effective at the Effective Time. Mr. Brian and Ms. Weymouth were elected as Class I directors, whose terms expire at the 2016 annual meeting of stockholders. Ms. Bergman, Mr. Spoon and Mr. Weitz were elected as Class II directors, whose terms expire at the 2017 annual meeting of stockholders. Mr. Gayner and Mr. Might were elected as Class III directors, whose terms expire at the 2018 annual meeting of stockholders. Mr. Might will serve as Chairman of the Board. Ms. Bergman, Mr. Gayner and Mr. Spoon will serve as members of the Audit Committee of the Board. Mr. Brian, Mr. Spoon and Mr. Weitz will serve as members of the Compensation Committee of the Board. Mr. Gayner, Mr. Might and Mr. Spoon will serve as members of the Executive Committee of the Board. Ms. Bergman, Mr. Brian and Mr. Gayner will serve as members of the Nominating and Governance Committee of the Board.