{"url_path":"/sec/cabo/8-k/2026-06-22/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1632127/0000950157-26-000735-index.html","accession_number":"0000950157-26-000735","cik":"0001632127","ticker":"CABO","issuer_name":"Cable One, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1632127/0000950157-26-000735-index.html","primary_entity_key":"0001632127","primary_entity_name":"Cable One, Inc."},"word_count":2702,"has_tables":true,"body_markdown":"**Item 8.01**\n**Other Events**\n\n \n\n**Offer to Exchange MBI Term Loans**\n\n \n\nOn June 22, 2026, Cable One, Inc. (the “Company”) commenced\nan offer (the “MBI Term Loan Exchange Offer”) to lenders (the “MBI Lenders”) of the senior secured term loans\n(the “MBI Term Loans”) outstanding under that certain Credit Agreement, dated as of November 12, 2020 (as amended, amended\nand restated, supplemented or otherwise modified from time to time, the “MBI Credit Agreement”), among Mega Broadband Investments\nHoldings LLC (“MBI”), as borrower, the lenders from time to time party thereto and Truist Bank, as administrative agent, to\nexchange their MBI Term Loans for a combination of (i) cash, (ii) new first lien “first out” term loans of the Company (the\n“New FLFO Term Loans”) under a new credit facility to be entered into by the Company (the “FLFO Facility”) and\n(iii) new first lien “second out” term loans of the Company under a new credit facility to be entered into by the Company\n(the “New FLSO Term Loans” and, together with the New FLFO Term Loans, the “New CABO Term Loans”).\n\n \n\nThe specific combination of cash, New FLFO Term Loans and New FLSO\nTerm Loans to be received by MBI Lenders participating in the MBI Term Loan Exchange Offer will depend on the level and timing of participation\nby such MBI Lenders. Under the terms of the MBI Term Loan Exchange Offer, subject to the Company Election (as defined below):\n\n \n\nA.any MBI Lender that delivers a Lender Acceptance (as defined below) to the designated exchange agent on or prior to 3:00 p.m., New\nYork City time, on June 22, 2026 (each MBI Lender delivering a Lender Acceptance on or prior to such time, an “Early Participating\nLender” and collectively, the “Early Participating Lenders”) will receive, in exchange for its existing MBI Term Loans,\neither:\n\n \n\n1.in the event the aggregate principal amount of MBI Term Loans of the Early Participating Lenders exceeds 50.01% of the outstanding\nprincipal amount of MBI Term Loans (such 50.01% amount, the “Early Exchange Cap”), a combination of (i) such Early Participating\nLender’s pro rata share (calculated as a percentage of the MBI Term Loans of the Early Participating Lenders) of (a) an amount equal\nto 25.005% of the aggregate amount of all MBI Terms Loans outstanding as of the closing date of the MBI Term Loan Exchange Offer (the\n“Closing Date”) (immediately prior to giving effect to the exchange transactions) in cash and (b) an amount equal to 25.005%\nof the aggregate amount of all MBI Terms Loans outstanding as of the Closing Date (immediately prior to giving effect to the exchange\ntransactions) in New FLFO Term Loans and (ii) the remainder in New FLSO Term Loans; or\n\n \n\n2.otherwise, a combination of (i) 50.0% of the aggregate principal amount of the MBI Term Loans of such Early Participating Lender in\ncash and (ii) 50.0% of the aggregate principal amount of the MBI Term Loans of such Early Participating Lender in New FLFO Term Loans;\nor\n\n \n\nB.any MBI Lender that delivers a Lender Acceptance to the designated exchange agent after 3:00 p.m., New York City time, on June 22,\n2026 (each MBI Lender delivering a Lender Acceptance after such time, a “Late Participating Lender” and collectively, the\n“Late Participating Lenders”) will receive, in exchange for its existing MBI Term Loans:\n\n \n\n1.\nin the event the aggregate principal amount of MBI Term Loans of the Early Participating Lenders does not exceed the Early Exchange Cap,\non a first-come first-served basis, solely to the extent that the aggregate principal amount of MBI Term Loans of such Late Participating\nLender, together with all MBI Term Loans of the earlier participating MBI Lenders, does not exceed the Early Exchange Cap, a combination\nof (i) 50.0% of the aggregate principal amount of the MBI Term Loans of such Late Participating Lender in cash and (ii) 50.0% of the aggregate\nprincipal amount of the MBI Term Loans of such Late Participating Lender in New FLFO Term Loans; and/or\n\n \n\n \n\n \n\n \n\n2.otherwise, 100% of the aggregate principal amount of the MBI Term Loans of such Late Participating Lender in New FLSO Term Loans;\nor\n\n \n\nC.notwithstanding the foregoing clauses (A) and (B), the Company may elect, in its sole and absolute discretion, to determine\nthe allocation of exchange consideration on a first-come first-served basis based upon the order in which Lender Acceptances are received,\nin which case, any MBI Lender that delivers\na Lender Acceptance to the designated exchange agent will receive, in exchange for its existing MBI Term Loans, on a first-come first-served\nbasis:\n\n \n\n1.if, and solely to the extent that the aggregate principal amount of MBI Term Loans of such participating MBI Lender, together with all MBI\nTerm Loans of all earlier participating MBI Lenders, does not exceed the Early Exchange Cap, a combination of (i) 50.0% of the aggregate\nprincipal amount of the MBI Term Loans of such participating MBI Lender in cash and (ii) 50.0% of the aggregate principal amount of the\nMBI Term Loans of such participating MBI Lender in New FLFO Term Loans; and/or\n\n \n\n2.otherwise, 100% of the aggregate principal amount of the MBI Term Loans of such participating MBI Lender in New FLSO Term Loans.\n\n \n\nMBI Lenders who do not participate in the MBI Term Loan Exchange Offer\nwill remain lenders under the MBI Credit Agreement, which may be amended in connection with the transactions contemplated by the MBI Term\nLoan Exchange Offer.\n\n \n\nThe New CABO Term Loans are expected to be secured on a first-priority\nlien basis by substantially all assets of the Company and its restricted subsidiaries that guarantee the Company’s existing credit\nfacilities, and will be *pari passu* in right of payment with all of the Company’s existing or future senior indebtedness,\nbut, in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value\nof such collateral in a bankruptcy, insolvency, reorganization or similar proceedings), the New FLSO Term Loans, together with any other\nexisting or future first lien “second out” indebtedness of the Company, will have second-priority with respect to certain\npayments from the proceeds of the collateral.\n\n \n\nThe New FLFO Term Loans are expected to bear interest at a rate per\nannum equal to Term SOFR plus 2.25% (or, at the Company’s option, the alternate base rate plus 1.25%) and are expected to mature\non a date that is no later than six (6) years from the date on which the Company enters into the FLFO Facility. The New FLSO Term Loans\nare expected to bear interest at a rate per annum equal to Term SOFR plus 3.00% (or, at the Company’s option, the alternate base\nrate plus 2.00%) and are expected to mature on a date that is no later than seven (7) years from the Closing Date. The terms of the New\nFLFO Term Loans and the New FLSO Term Loans (including covenants, events of default and other provisions), in each case, taken as a whole,\nare otherwise expected to be no worse from the perspective of the lenders thereunder than those set forth in the Company’s Fourth\nAmended and Restated Credit Agreement, dated as of February 22, 2023, among the Company, JPMorgan Chase Bank, N.A., as administrative\nagent, and the other lenders party thereto from time to time (as amended, amended and restated, supplemented or otherwise modified from\ntime to time prior to the date hereof, the “CABO Credit Agreement”), except to the extent otherwise set forth in the Offer\nNotice (as defined below).\n\n \n\nThe Company may effect the exchange described above through the purchase\nof MBI Term Loans from the participating MBI Lenders by either the Company or MBI (in each case, directly or through a broker). Such purchase\nmay be funded, or such purchased MBI Term Loans may be refinanced, as applicable, via an intercompany loan from the Company to MBI.\n\n \n\nThe MBI Term Loan Exchange Offer is expected to expire at 5:00 p.m.,\nNew York City time, on June 23, 2026, unless extended or earlier terminated by the Company. MBI Lenders who elect to participate in the\nMBI Term Loan Exchange Offer will execute and deliver (i) a Lender Acceptance and Exchange Offer Acceptance (each, a “Lender Acceptance”)\nand (ii) signature pages to the relevant definitive documentation for the transactions contemplated by the MBI Term Loan Exchange Offer,\npursuant to which such participating MBI Lenders will commit to effect the exchange of their MBI Term Loans for the applicable combination\ncash and/or New CABO Term Loans in connection with the closing of the Company’s previously announced acquisition of the remaining\nequity interests in MBI that the Company does not already own (the “MBI Transaction” and such closing, the “MBI Closing”).\nThe MBI Closing is expected to occur on or prior to October 1, 2026.\n\n \n\n \n\n \n\n  \n\nThe Company reserves the right, in its sole discretion, (i) not to\nconsummate the MBI Term Loan Exchange Offer for any reason, (ii) to consummate the MBI Term Loan Exchange Offer solely with respect to\nthe first 75.0% of MBI Lenders that participate in the MBI Term Loan Exchange Offer (by aggregate principal amount of MBI Term Loans)\nor (iii) to consummate the MBI Term Loan Exchange Offer with respect to all MBI Lenders that participate in the MBI Term Loan Exchange\nOffer (collectively, the “Company Election”).\n\n \n\nThe Company is making the MBI Term Loan Exchange Offer pursuant to\nthe offer materials distributed to eligible MBI Lenders. The foregoing is a summary of the material terms of the MBI Term Loan Exchange\nOffer and does not purport to be complete, and is subject to, and qualified by, the offer materials distributed to eligible MBI Lenders\n(the “Offer Notice”), a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.\n\n \n\n*Other Contemplated Potential Refinancing Transactions*\n\n \n\nIn addition to the MBI Term Loan Exchange Offer, the Company expects\nto incur new first lien “second out” indebtedness, the proceeds of which are expected to be used to fund the MBI Transaction,\nMBI Term Loan Exchange Offer and to refinance certain of its secured indebtedness. In connection therewith, the Company expects to enter\ninto refinancing transactions pursuant to which some or all of the revolving commitments, revolving loans and term loans under the CABO\nCredit Agreement will be replaced with new revolving commitments, revolving loans and New FLFO Term Loans. Following these transactions,\nthe Company expects to have a new $1.0 billion revolving credit facility with a 5-year maturity.\n\n \n\nNeither this Current Report on Form 8-K nor any exhibit hereto constitutes\nan 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\nin which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such\njurisdiction.\n\n \n\n**Cautionary Statement Regarding Forward-Looking Statements**\n\n** **\n\nThis current report may contain “forward-looking\nstatements” that involve risks and uncertainties. These statements can be identified by the fact that they do not relate strictly\nto historical or current facts, but rather are based on current expectations, estimates, assumptions and projections about the Company’s\nindustry, business, strategy, technologies, acquisitions and strategic investments, market expansion plans, dividend policy, capital allocation,\nfinancing strategy, the purchase price payable pursuant to the put option associated with the remaining equity interests in MBI which\nwas exercised on January 2, 2026 (such purchase price, the “Put Price”) and the anticipated timeline to consummate such transaction,\nthe Company’s ability and sources of capital to fund the Put Price, MBI’s future indebtedness and the Company’s financial\nresults and financial condition. Forward-looking statements often include words such as “will,” “should,” “anticipates,”\n“estimates,” “expects,” “projects,” “intends,” “plans,” “believes”\nand words and terms of similar substance in connection with discussions of future operating or financial performance. As with any projection\nor forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. The Company’s actual\nresults may vary materially from those expressed or implied in its forward-looking statements. Accordingly, undue reliance should not\nbe placed on any forward-looking statement made by the Company or on its behalf. Important factors that could cause the Company’s\nactual results to differ materially from those in its forward-looking statements include government regulation, economic, strategic, political\nand social conditions and the following factors, which are discussed in the Company’s latest Annual Report on Form 10-K as filed\nwith the Securities and Exchange Commission (the “SEC”):\n\n \n\n·\nrising levels of competition from historical and new entrants in the Company’s markets;\n\n \n\n·\nrecent and future changes in technology, and the Company’s ability to develop, deploy and operate new technologies, service offerings\nand customer service platforms;\n\n \n\n·\nrisks associated with the Company’s use of artificial intelligence;\n\n \n\n·\nthe Company’s ability to grow its residential data and business data revenues and customer base;\n\n \n\n·\nincreases in programming costs and retransmission fees;\n\n \n\n \n\n \n\n \n\n·\nthe Company’s ability to obtain hardware, software and operational support from vendors, including the potential impacts of changes\nin trade policy and tariffs;\n\n \n\n·\nrisks relating to existing or future acquisitions and strategic investments by the Company, including risks associated with the exercise\nof the put option associated with the remaining equity interests in MBI and the acquisition and integration of MBI;\n\n \n\n·\nthe integrity and security of the Company’s network and information systems;\n\n \n\n·\nthe impact of possible security breaches and other disruptions, including cyber-attacks;\n\n \n\n·\nthe Company’s failure to obtain necessary intellectual and proprietary rights to operate its business and the risk of intellectual\nproperty claims and litigation against the Company;\n\n \n\n·\nthe Company’s ability to maintain effective internal control over financial reporting and disclosure controls and procedures;\n\n \n\n·\nimpairments of intangible assets and goodwill;\n\n \n\n·\nlegislative or regulatory efforts to impose new requirements on the Company’s data services;\n\n \n\n·\nadditional regulation of the Company’s video and voice services or changes to government subsidy programs;\n\n \n\n·\nthe Company’s ability to renew cable system franchises;\n\n \n\n·\nincreases in pole attachment costs;\n\n \n\n·\nchanges in local governmental franchising authority and broadcast carriage regulations;\n\n \n\n·\nthe potential adverse effect of the Company’s level of indebtedness on its business, financial condition or results of operations\nand cash flows;\n\n \n\n·\nthe restrictions the terms of the Company’s indebtedness place on its business and corporate actions;\n\n \n\n·\nthe possibility that interest rates will rise, causing the Company’s obligations to service its variable rate indebtedness to increase\nsignificantly;\n\n \n\n·\nrisks associated with the Company’s indebtedness, including the Company’s ability to pay dividends on, make distributions\nin respect of, repurchase or redeem, capital stock;\n\n \n\n·\nprovisions in the Company’s charter, by-laws and Delaware law that could discourage takeovers and limit the judicial forum for certain\ndisputes;\n\n \n\n·\nadverse economic conditions, labor shortages, supply chain disruptions, changes in rates of inflation and the level of move activity in\nthe housing sector;\n\n \n\n·\npandemics, epidemics or disease outbreaks, such as the COVID-19 pandemic, have, and may in the future, disrupt the Company’s business\nand operations, which could materially affect the Company’s business, financial condition, results of operations and cash flows;\n\n \n\n·\nlower demand for the Company’s residential data and business data products;\n\n \n\n·\nfluctuations and/or declines in the Company’s stock price;\n\n \n\n \n\n \n\n \n\n·\ndilution from equity awards, convertible indebtedness and potential future convertible debt and stock issuances;\n\n \n\n·\ndamage to the Company’s reputation or brand image;\n\n \n\n·\nthe Company’s ability to retain key employees (whom the Company refers to as associates);\n\n \n\n·\nthe Company’s ability to successfully transition to its new Chief Executive Officer;\n\n \n\n·\nthe Company’s ability to incur future indebtedness;\n\n \n\n·\nprovisions in the Company’s charter that could limit the liabilities for directors; and\n\n \n\n·\nthe other risks and uncertainties detailed from time to time in the Company’s filings with the SEC, including but not limited to\nthose described under “Risk Factors” in its latest Annual Report on Form 10-K and in its subsequent filings with the SEC.\n\n \n\nAny forward-looking statements made by the Company\nin this current report speak only as of the date on which they are made. The Company is under no obligation, and expressly disclaims any\nobligation, except as required by law, to update or alter its forward-looking statements, whether as a result of new information, subsequent\nevents or otherwise."}