This entry is sourced from an 8-K exhibit (Exhibit 99.1) filed by Cable One, Inc. with the SEC on January 3, 2022, announcing the joint venture. The operations contributed to the joint venture by Cable One represented approximately 3% of Cable One's consolidated revenues for the three months ended September 30, 2021. Clearwave Fiber was to be led by Executive Chairman Michael Gottdenker and CEO David Armistead, both previously part of Hargray's executive leadership team before its 2021 sale to Cable One.
On financial advisory, Bank Street Group acted as lead financial advisor to Cable One, and Ernst & Young advised on the financial and operational carve-out of Clearwave Fiber from Cable One's existing businesses.
On legal advisory, Cravath, Swaine & Moore LLP and Cahill Gordon & Reindel LLP acted as legal advisors to Cable One, while Kirkland & Ellis LLP, Davis Polk & Wardwell LLP, and Covington & Burling LLP acted as legal advisors to the Investors (GTCR, Stephens, and TPO) on the transaction.
The deal structure disclosed: the Investors agreed to make substantial cash investments to finance Clearwave Fiber's expansion and would be represented on the venture's board of directors with certain governance rights; Cable One would receive no cash proceeds from the transaction and would retain majority ownership of Clearwave Fiber.
What is not disclosed: the press release does not state the dollar amount of the Investors' committed cash investment, the implied valuation of Clearwave Fiber, or Cable One's resulting percentage ownership stake beyond "a majority."