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8-K primary document
CABO · Current Report (Form 8-K) · Filed January 5, 2026

Cable One Inc — 8-K exhibit

ex2-1.htm
Cable One Inc on Boardroom Alpha
Exhibit 2.1

Execution Version


PURCHASE AGREEMENT

January 3, 2026

This PURCHASE AGREEMENT, dated as of January 3, 2026 (the "Agreement") is entered into by and among Cable One, Inc., a Delaware corporation, Major Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of CABO, Mega Broadband Investments Holdings LLC, a Delaware limited liability company (the “Company”), Mega Broadband Blocker, LLC, a Delaware limited liability company, GTCR Fund XII/C LP, a Delaware partnership and GTCR Fund XII/B LP, a Delaware partnership, solely in its capacity as representative of the Equityholders (as defined in the Call / Put Merger Agreement). Capitalized terms used but not otherwise defined shall have the meaning set forth in the LLC Agreement (as defined below).

Reference is made to that certain Third Amended and Restated Limited Liability Company Agreement of the Company, dated December 20, 2024, by and among the Company and its unitholders (the "LLC Agreement").

On January 2, 2026, the Put Exercise Notice was delivered in accordance with the LLC Agreement.

The parties hereto will comply with their obligations under the LLC Agreement, including Schedule B and Schedule C thereto. Without limiting the generality of the foregoing, the undersigned parties will enter into the Call / Put Merger Agreement in the form attached to the LLC Agreement, and consummate the transactions contemplated thereby, on the date required by Schedule C to the LLC Agreement.

The provisions of Section 8.6 (Amendment or Supplement), Section 8.8 (Assignment), Section 8.9 (Counterparts), Section 8.11 (Governing Law; Jurisdiction), Section 8.12 (Specific Enforcement), 8.13 (Waiver of Jury Trial), Section 8.14 (Notices), Section 8.15 (Severability), Section 8.16 (Definitions), and Section 8.19 (Delivery by Electronic Transmission) of the Call / Put Merger Agreement are hereby incorporated herein to apply to this Agreement, mutatis mutandis.

This Agreement and the LLC Agreement and the documents contemplated hereby and thereby constitute the complete agreement among the parties hereto regarding the matters contemplated hereby and thereby. In the event of any discrepancy between this Agreement and the LLC Agreement, the LLC Agreement will govern in all respects. If any term contained in this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void or unenforceable, then the remainder of the terms contained in this Agreement shall remain in full force and effect and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable term had never been contained herein.

*          *          *          *          *

In witness whereof, the parties hereto have executed this Agreement effective as of the date first above written.


 
CABLE ONE, INC.
         
         
 
By:
 /s/ Christopher J. Arntzen
  
   
Name:
 Christopher J. Arntzen
 
   
Title:
 SVP, General Counsel and Secretary
  
         
         
 
MAJOR MERGER SUB LLC
         
         
 
By:
 /s/ Christopher J. Arntzen
 
   
Name:
 Christopher J. Arntzen
 
   
Title:
 Secretary
  

 

 

 

 

 

 
Signature Page to Short Form Purchase Agreement
 
 
 
MEGA BROADBAND INVESTMENTS HOLDINGS LLC
         
         
 
By:
 /s/ Andrew Parrott  
   
Name:
Andrew Parrott
  
   
Title:
Chief Executive Officer
  
         
         
         
 
MEGA BROADBAND BLOCKER, LLC
         
         
 
By:
 /s/ Cameron Rouzer  
   
Name:
Cameron Rouzer
  
   
Title:
Vice President and Secretary
  
         
         
         
 
GTCR FUND XII/C LP
         
         
 
By:
 /s/ Mark Anderson  
   
Name:
Mark Anderson
  
   
Title:
Authorized Signatory
  
         
         
         
 
GTCR FUND XII/B LP
         
         
 
By:
 /s/ Mark Anderson  
   
Name:
Mark Anderson
  
   
Title:
Authorized Signatory
  




Signature Page to Short Form Purchase Agreement


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