ARLINGTON, Va.--(BUSINESS WIRE)--Jun. 17, 2015--
Graham Holdings Company (NYSE: GHC) announced today that its wholly
owned subsidiary, Cable ONE, has completed a private offering of $450
million aggregate principal amount of 5.750% senior unsecured notes due
in 2022. Graham Holdings will not be a guarantor or otherwise provide
credit support for the notes.
Cable ONE intends to use the net proceeds from the offering, together
with cash on hand, to pay a special one-time cash dividend to Graham
Holdings of approximately $450 million in connection with the previously
announced intention to separate Cable ONE from Graham Holdings.
The notes have not been, and will not be, registered under the United
States Securities Act of 1933, as amended, 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 were offered 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 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, 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
Rima Calderon, 301-996-6350