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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 11, 2025
WideOpenWest,
Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-38101 |
|
46-0552948 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
| |
Identification No.) |
7887
East Belleview Avenue, Suite 1000
Englewood, Colorado |
80111 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (720)
479-3500
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| |
|
Securities registered pursuant
to Section 12(b) of the Act:
Title
of each
class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
WOW |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure. |
On August 11, 2025,
WideOpenWest, Inc., a Delaware corporation (the “Company” or “WOW!”), announced that it entered into a definitive
agreement under which affiliated investment funds of DigitalBridge Investments, LLC and Crestview Partners will acquire all of the outstanding
shares of common stock of WOW! not already owned by Crestview and its affiliates (the “Transaction”). A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information under this Item 7.01, including
Exhibit 99.1 attached hereto, is furnished by the Company in accordance with the rules of
the U.S. Securities and Exchange Commission (the “SEC”). This information shall not be deemed “filed” for purposes
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under
the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
Cautionary Statement
Regarding Forward-Looking Statements
Certain statements in this Current Report on
Form 8-K that are not historical facts contain “forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act , including statements related to the Transaction, including financial estimates
and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements represent
our goals, beliefs, plans and expectations about our prospects for the future and other future events. Forward-looking statements include
all statements that are not historical fact and can be identified by terms such as “may,” “intend,” “might,”
“will,” “should,” “could,” “would,” “anticipate,” “expect,” “believe,”
“estimate,” “plan,” “project,” “predict,” “potential,” “continue,”
“likely,” “target” or similar expressions or the negative of these terms or other comparable terminology that
convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties
because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction
and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject
to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking
statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction
on anticipated terms and timing or at all, including obtaining required stockholder and regulatory approvals, and the satisfaction of
other conditions to the completion of the Transaction; (ii) potential litigation relating to the Transaction that could be instituted
against DigitalBridge, Crestview, WOW! or their respective affiliates, directors, managers or officers, including the effects of any
outcomes related thereto; (iii) the risk that disruptions from the Transaction, including the diversion of management’s attention
from WOW!’s ongoing business operations, will harm WOW!’s business, including current plans and operations; (iv) the
ability of WOW! to retain and hire key personnel in light of the Transaction; (v) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the Transaction; (vi) potential business uncertainty, including changes
to existing business relationships, during the pendency of the Transaction that could affect WOW!’s financial performance; (vii) certain
restrictions during the pendency of the Transaction that may impact WOW!’s ability to pursue certain business opportunities or
strategic transactions; (viii) significant transaction costs associated with the Transaction, including the possibility that the
Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (ix) the
occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances
requiring WOW! to pay a termination fee or other expenses; (x) the risk that WOW!’s stock price may decline significantly
if the Transaction is not consummated; (xi) the risks and uncertainties pertaining to WOW!’s business, including those set
forth in Part I, Item 1A of WOW!’s most recent Annual Report on Form 10-K and Part II, Item 1A of WOW!’s
subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by
other reports filed by WOW! with the SEC; and (xii) the risks and uncertainties that will be described in the proxy statement available
from the sources indicated below. These risks, as well as other risks associated with the Transaction, will be more fully discussed in
the proxy statement. While the list of factors presented here is, and the list of factors to be presented in the proxy statement will
be, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences
in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on
WOW!’s financial condition, results of operations, credit rating or liquidity. In light of the significant uncertainties in these
forward-looking statements, WOW! cannot assure you that the forward-looking statements in this communication will prove to be accurate,
and you should not regard these statements as a representation or warranty by WOW!, its directors, officers or employees or any other
person that WOW! will achieve its objectives and plans in any specified time frame, or at all. These forward-looking statements speak
only as of the date they are made, and WOW! does not undertake to and specifically disclaims any obligation to publicly release the results
of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by applicable law.
Important Additional
Information and Where to Find It
In connection with the Transaction, WOW! will
file with the SEC a proxy statement on Schedule 14A, the definitive version of which will be sent or provided to Company stockholders.
WOW!, affiliates of WOW! and affiliates of each of DigitalBridge and Crestview intend to jointly file a transaction statement on Schedule
13E-3 (the “Schedule 13E-3”) with the SEC. WOW! may also file other documents with the SEC regarding the Transaction. This
document is not a substitute for the Proxy Statement, the Schedule 13E-3 or any other document which WOW! may file with the SEC. Promptly
after filing its definitive proxy statement with the SEC, WOW! will mail or provide the definitive proxy statement, the Schedule 13E-3
and a proxy card to each WOW! stockholder entitled to vote at the meeting relating to the Transaction. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE TRANSACTION BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the proxy statement, Schedule 13E-3 and other documents that are filed or will
be filed with the SEC by WOW! through the website maintained by the SEC at www.sec.gov, WOW!’s website at www.wowway.com. The Transaction
will be implemented solely pursuant to the Agreement and Plan of Merger dated as of August 11, 2025, among WOW!, Bandit Parent,
LP and Bandit Merger Sub, Inc., which contains the full terms and conditions of the Transaction.
Participants in the
Solicitation
WOW! and certain of
its directors, executive officers and other employees, may be deemed to be participants in the solicitation of proxies from the stockholders
of WOW! in connection with the Transaction. Information regarding WOW!’s directors and executive officers is contained in the Company’s
proxy statement on Schedule 14A filed with the SEC on March 27,
2025 and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the
SEC on March 14,
2025, and will be contained in the proxy statement to be filed by WOW! in connection with the Transaction. Any change of the
holdings of WOW!’s securities by its directors or executive officers from the amounts set forth in the Annual Meeting Proxy Statement
have been reflected in the following Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC: Form 4, filed
by Crestview Partners III GP, L.P. on April 2,
2025; Form 4, filed by Gunjan Bhow on April 3,
2025; Form 4, filed by Jill Bright on April 3,
2025; Form 4, filed by Phil Seskin on April 3,
2025; Form 4, filed by Crestview Partners III GP, L.P. on May 9,
2025; Form 4, filed by Crestview Partners III GP, L.P on May 12,
2025; Form 4, filed by Gunjan Bhow on May 12,
2025; Form 4, filed by Phil Seskin on May 12,
2025; Form 4, filed by Jill Bright on May 12,
2025; Form 4, filed by Jeffrey Marcus on May 12,
2025; Form 4, filed by Jose Segrera on May 12,
2025; Form 4, filed by Crestview Partners III GP, L.P. on July 2,
2025; Form 4, filed by Phil Seskin on July 3,
2025; Form 4, filed by Gunjan Bhow on July 3,
2025; and Form 4, filed by Jill Bright on July 3,
2025. Additional information regarding the identity of potential participants, and their direct or indirect interests, by
security holdings or otherwise, will be included in the definitive proxy statement relating to the Transaction when it is filed with
the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, WOW!’s website
at www.wowway.com or by contacting WOW!’s Investor Relations Team at andrew.posen@wowinc.com.
| Item 8.01 |
The content included under item 7.01 is incorporated by reference. |
| Item 9.01. |
Financial Statements and
Exhibits. |
| Exhibit |
Description |
| |
|
| 99.1 |
Press release, dated August 11, 2025. |
| 104 |
Cover Page Interactive Data File (embedded within
the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
WIDEOPENWEST, INC. |
| |
|
| Date:
August 11, 2025 |
By: |
/s/
John Rego |
| |
|
Name:
John Rego |
| |
|
Title:
Chief Financial Officer |
