May 15, 2015
Cable One, Inc.
Form 10
File No. 001-36863
Dear Mr. Spirgel:
Cable One, Inc. (the “Company”) filed today Amendment No. 2 (the “Amendment”) to the Company’s Registration Statement on Form 10-12B, File No. 001-36863 (the “Registration Statement”) in connection with its spin-off from Graham Holdings Company (“Graham”) to Graham’s stockholders. The Amendment includes two exhibits to the Registration Statement, including an amended Information Statement filed as Exhibit 99.1. The amended Information Statement reflects, among other things:
• | the Company’s unaudited financial statements for the three months ended March 31, 2015 (the “Q1 Financials”); |
• | various updates to other sections of the Information Statement based on the Q1 Financials, including updated pro forma financial statements and MD&A disclosures; |
• | disclosures to reflect decisions made with respect to certain employee benefit plans in connection with the Employee Matters Agreement; and |
• | disclosures to identify the Company’s listing on the New York Stock Exchange under the symbol “CABO”. |
Enclosed for your convenience is one copy of the Amendment. The Information Statement has been marked to show changes since its last filing.
Please contact me at (212) 474-1788 with any questions you may have regarding the Registration Statement. Electronic mail transmissions may be sent to me at eschiele@cravath.com.
Sincerely,
/s/ Eric L. Schiele
Eric L. Schiele
Mr. Larry Spirgel
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549-3628
Copies to:
Ms. Celeste Murphy
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549-3628
Mr. William Mastrianna
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549-3628
Encl.
VIA FEDERAL EXPRESS AND EDGAR
Copy to:
Mr. Thomas O. Might
Chief Executive Officer
Cable One, Inc.
210 E. Earll Drive
Phoenix, AZ 85012
VIA E-MAIL
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