Record and Distribution Dates and Final Distribution Ratio Announced
ARLINGTON, Va.--(BUSINESS WIRE)--Jun. 4, 2015--
Graham Holdings Company (NYSE: GHC) today announced the timing and
details regarding the spin-off of Cable ONE.
The Graham Holdings board of directors has approved the final
distribution ratio and declared a pro rata dividend of the outstanding
shares of Cable ONE common stock, which will result in the complete
legal and structural separation of the two companies. The distribution
is subject to the satisfaction or waiver of certain conditions.
On the distribution date of July 1, 2015, Graham Holdings shareholders
of record as of 5:00 p.m. on June 15, 2015, the record date for the
distribution, will receive one share of Cable ONE common stock for each
share of Graham Class A and Class B common stock they hold on the record
No action or payment is required by Graham Holdings shareholders to
receive the shares of Cable ONE common stock. Shareholders who hold
Graham Class A or Class B common stock on the record date will receive a
book-entry account statement reflecting their ownership of Cable ONE
common stock or their brokerage account will be credited with the Cable
ONE shares. An Information Statement containing details regarding the
distribution of the Cable ONE common stock and Cable ONE’s business and
management following the Cable ONE spin-off will be mailed to Graham
Holdings shareholders prior to the distribution date.
For U.S. federal income tax purposes, Graham Holdings U.S. shareholders
(other than those subject to special rules) generally should not
recognize gain or loss as a result of the distribution of Cable ONE
shares. Graham Holdings shareholders are urged to consult with their tax
advisors with respect to the U.S. federal, state and local or foreign
tax consequences, as applicable, of the Cable ONE spin-off.
Shares of Graham Holdings Class B common stock will continue to trade
“regular way” on the New York Stock Exchange under the symbol “GHC”
through the distribution date of July 1, 2015, and thereafter. Any
holders of shares of Graham Holdings Class B common stock who sell
Graham Class B shares regular way on or before July 1, 2015, will also
be selling their right to receive shares of Cable ONE common stock.
Investors are encouraged to consult with their financial advisors
regarding the specific implications of buying or selling Graham Holdings
Class B common stock on or before the distribution date.
Cable ONE common stock is expected to begin trading on a “when-issued”
basis on the NYSE under the symbol “CABO WI” beginning on June 11, 2015.
On July 1, 2015, when-issued trading of Cable ONE common stock will end
and “regular-way” trading under the symbol “CABO” will begin. The CUSIP
number for the Cable ONE common stock will be 12685J 105 when
regular-way trading begins.
About Graham Holdings Company (www.ghco.com)
Graham Holdings Company (NYSE: GHC) is a diversified education and media
company whose principal operations include educational services,
television broadcasting, cable systems and online, print and local TV
news. The Company owns Kaplan, a leading global provider of educational
services; Graham Media Group (KPRC–Houston, WDIV–Detroit, WKMG–Orlando,
KSAT–San Antonio, WJXT–Jacksonville); Cable ONE; The Slate Group (Slate,
Slate V); 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.
Caution Concerning Forward-Looking Statements
This press release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, statements about the
completion of the spin-off, timing of “when-issued” and “regular-way”
trading and conditions to the distribution. These forward-looking
statements are subject to a number of risks and uncertainties, many of
which are beyond our control, which could cause our actual results to
differ materially from those indicated in our forward-looking
statements. Such factors include, but are not limited to, our failure to
successfully separate Cable ONE from Graham Holdings and tax law
changes. These statements are based on management’s current expectations
or beliefs, and are subject to uncertainty and changes in circumstances.
More detailed information about these factors may be found in filings by
Graham Holdings with the Securities and Exchange Commission, including
its most recent Annual Report on Form 10-K and subsequent Quarterly
Report on Form 10-Q, as well as Cable ONE’s Registration Statement on
Form 10 filed with the Securities and Exchange Commission, including
amendments thereto. Graham Holdings and Cable ONE are under no
obligation to, and expressly disclaims any such obligation to, update or
alter their forward-looking statements, whether as a result of new
information, future events or otherwise.
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Source: Graham Holdings Company
Graham Holdings Company
Rima Calderon, 301-996-6350