Cable One, Inc. · NYSE:CABO

Cable One — Merger or Acquisition (January 2017)

12 slides from Cable One's merger presentation, Jan 18, 2017

  1. Slide 1: Acquisition of NewWave

    Acquisition of NewWaveJanuary 2017

  2. Slide 2: Disclaimer

    Disclaimer 1 This presentation has been prepared by Cable One, Inc. (Cable ONE). The information contained in this presentation is for informational purposes only. The information contained in this presentation is not investment or financial product advice and is not intended to be used as the basis

  3. Slide 3: Key transaction terms

    Key transaction terms 2 Purchase price Estimated synergies Adjusted EBITDA multiples(1) Financing Pro forma net leverage(1)(2) Expected closing $735 million total enterprise value (TEV)All cash consideration Estimated annual run-rate cost synergies of $24 millionStructure is expected to provide tax

  4. Slide 4: Investment thesis

    Investment thesis 3 Adds scale in similar markets(1)(2) Significant market growth opportunity(1) Recently upgraded plant Differentiated service provider Meaningful synergies Shareholder value creation Serves 428k homes passed in non-urban markets214k residential primary service units (PSUs), includi

  5. Slide 5: NewWave geographic coverage and key metrics

    NewWave geographic coverage and key metrics 4 Nineteenth largest cable operator in the United StatesProvides HSD, video and voice services to residential and business services customers in non-urban markets of IL, TX, IN, LA, MO, MS and AR Key metrics (3Q16A) System map Metric Performance Homes Pass

  6. Slide 6: NewWave has grown significantly over the last several years

    NewWave has grown significantly over the last several years, driven by residential HSD and business services, with headroom for additional growth 5 Revenue ($ million) Residential HSD revenue ($ million) HSD penetration of homes passed CAGR: 5.5% Business services revenue ($ million) Note: NewWave f

  7. Slide 7: NewWave has significantly upgraded its systems to deliver top-tier speeds and services

    NewWave has significantly upgraded its systems to deliver top-tier speeds and services 6 Invested over $60 million during the last 3 years to upgrade systems in-line with other leading MSOsOver 90 percent of homes passed have bandwidth capacity of 750MHz or greater, including over 60 percent at 870M

  8. Slide 8: Significant tax value and substantial synergies

    7 Significant tax value and substantial synergies Key drivers of $152 million in present value of estimated future tax benefits include: Transaction will be structured so that Cable ONE receives a tax basis step-upStep up of assets depreciated and amortized between 5 and 15 years Key drivers of $24

  9. Slide 9: Key highlights: sources and uses and pro forma capital structure

    Key highlights Transaction sources and uses ($ million) Sources and uses and pro forma capital structure 8 Sources Uses Finance acquisition with $300 million of incremental Term Loan A (TLA) and $350 million of incremental Term Loan B (TLB)Amend existing Credit AgreementAfter giving effect to the tr

  10. Slide 10: Non-GAAP financial measures

    9 Cable ONE uses certain measures that are not defined by generally accepted accounting principles in the United States (GAAP) to evaluate various aspects of its business. Adjusted EBITDA is a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income (lo

  11. Slide 11: Reconciliation of Net Income to Adjusted EBITDA

    Reconciliation of Net Income to Adjusted EBITDA 10 Note: $ in millions.NewWave’s estimated results for the fourth quarter of 2016 are preliminary results, and actual results may differ from those provided herein due to the completion of financial closing procedures, application of final adjustments,

  12. Slide 12: Cable ONE

    CABLEQniE’

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