ARLINGTON, Va.--(BUSINESS WIRE)--Jun. 1, 2015--
Graham Holdings Company (NYSE: GHC) announced today that in connection
with the previously announced intention to separate Cable ONE, Inc.
(“Cable ONE”) from Graham Holdings Company, Cable ONE plans to raise an
aggregate of $550 million of debt through an offering of $450 million of
senior unsecured notes and by entering into a senior secured term loan
facility. Graham Holdings Company will not be a guarantor or otherwise
provide credit support for the notes or the term loan facility.
Cable ONE intends to use the expected net proceeds from the notes
offering, together with cash on hand, to pay a special one-time cash
dividend to Graham Holdings Company.
The notes have not been, and will not be, registered under the United
States Securities Act of 1933, as amended (the “Securities Act”), or the
securities laws of any state or other jurisdiction 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 any other applicable securities laws. The notes will
be sold in the United States only to persons reasonably believed to be
qualified institutional buyers in reliance on the exemption from
registration set forth in Rule 144A under the Securities Act and sold
outside the United States to non-U.S. persons in reliance on the
exemption from registration set forth in Regulation S under the
Securities Act. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy, 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.
This press release contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on management’s current expectations or
beliefs, and are subject to uncertainty and changes in circumstances.
Actual results may vary materially from those expressed or implied by
the statements in this press release due to changes in economic,
business, competitive, technological, strategic and/or regulatory
factors and other factors affecting the operation of Graham Holdings
Company's businesses. More detailed information about these factors may
be found in filings by Graham Holdings Company with the Securities and
Exchange Commission, including its most recent Annual Report on Form
10-K and any subsequent Quarterly Reports on Form 10-Q. Graham Holdings
Company is under no obligation, and expressly disclaims any such
obligation, to update or alter its forward-looking statements, whether
as a result of new information, future events, or otherwise.
About Graham Holdings Company
Graham Holdings Company (NYSE: GHC) is a diversified education and media
company whose principal operations include educational services,
television broadcasting, cable systems and online services, print and
local TV news. The Company owns Kaplan, a leading global provider of
educational services; Graham Media Group (WDIV–Detroit, KPRC–Houston,
WKMG–Orlando, KSAT–San Antonio, WJXT–Jacksonville); Cable ONE, serving
small-city subscribers in 19 midwestern, western and southern
states; The Slate Group (Slate and Panoply); and Foreign Policy. The
Company also owns Trove, a digital team focused on innovation and
experimentation with emerging technologies; SocialCode, a leading social
marketing solutions company; Celtic Healthcare; Forney Corporation;
Joyce/Dayton Corp; and Residential Healthcare Group.
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Source: Graham Holdings Company
Graham Holdings Company
Pinkie Mayfield, 703-345-6450