SUBSEQUENT EVENT

January

18,

2017,

the Company announced that the Company entered into an Agreement and Plan of Merger, dated as of

January

17,

2017

(the “Merger Agreement”), to acquire NewWave from funds affiliated with GTCR LLC, a private equity firm based in Chicago. NewWave was a cable operator providing data, video and voice services to residential and business customers throughout non-urban areas of Arkansas, Illinois, Indiana, Louisiana, Mississippi, Missouri and Texas. On

May

2017,

the Company completed the transaction and NewWave became a wholly owned subsidiary of the Company. The Company paid a purchase price of

$735

million in cash, on a debt-free, cash-free basis and subject to customary post-closing adjustments

May

2017,

the Company entered into the Restatement Agreement, pursuant to which the Company amended and restated the Credit Agreement and incurred

$750

million of senior secured loans (the “Incremental Loans”) which were used to (i) finance the transactions contemplated by the Merger Agreement, (ii) repay in full the Company

’s existing term “A” loans and (iii) pay fees and expenses.

The Incremental Loans consist of (a) a

five

-year incremental term “A” loan in an aggregate principal amount of

$250

million (the “Incremental TLA”) and (b) a

seven

-year incremental term “B” loan in an aggregate principal amount of

$500

million (the “Incremental TLB”), which are guaranteed by the Company

’s wholly owned subsidiaries and are secured, subject to certain exceptions, by substantially all assets of the Company and the guarantors.

The interest margins applicable to the Incremental Loans under the Amended and Restated Credit Agreement are, at the Company

’s option, equal to either a LIBOR or a base rate, plus an applicable margin equal to, (x) with respect to the Incremental TLA,

2.25%

1.50%

for LIBOR loans and

1.25%

0.50%

for base rate loans, determined on a quarterly basis by reference to a pricing grid based on the Company’s total net leverage ratio and (y) with respect to the Incremental TLB,

2.25%

for LIBOR loans and

1.25%

for base rate loans. The Incremental TLA amortizes quarterly at a rate (expressed as a percentage of the original principal amount) of

2.5%

per annum for the

first

year after funding,

5.0%

per annum for the

second

year after funding,

7.5%

for the

third

year after funding and

10.0%

per annum for the

fourth

and

fifth

years after funding, with the balance due upon maturity of the Incremental TLA. The Incremental TLB amortizes quarterly at a rate (expressed as a percentage of the original principal amount) of

1.0%

per annum, with the balance due upon maturity of the Incremental TLB. The Incremental TLB is subject to a

prepayment penalty if prepaid within

six

-months of funding, benefits from certain “most favored nation” pricing protections and does not benefit from the financial maintenance covenants under the Amended and Restated Credit Agreement. Other than as set forth above, the Incremental Loans are subject to terms substantially similar to those under the Credit Agreement.

The Company is currently in the process of finalizing the accounting for the acquisition of NewWave and expects to complete the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of the

second

quarter of

2017