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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
December 31, 2025
WideOpenWest,
Inc.†
(Exact Name of Registrant As Specified In Its
Charter)
| Delaware |
|
001-38101 |
|
46-0552948 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
7887
East Belleview Avenue, Suite 1000
Englewood,
CO 80111
(Address of Principal Executive Offices, including
Zip Code)
(720)
479-3500
(Registrant’s telephone number, including
area code)
Not applicable
(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) |
| |
|
| ¨ |
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. ¨
† In connection with
the completion of the transactions to which this Current Report on Form 8-K relates, the registrant’s common stock ceased trading
on the New York Stock Exchange.
Introductory Note
On December 31, 2025, WideOpenWest,
Inc. (the “Company”), Bandit Parent, LP, a Delaware limited partnership (“Parent”), and Bandit
Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), completed
the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of August 11, 2025 (the “Merger
Agreement”), by and among the Company, Parent and Merger Sub. Parent and Merger Sub are affiliates of DigitalBridge Investments, LLC (“DigitalBridge”) and Crestview Partners III GP, L.P. (“Crestview”). Pursuant to the Merger
Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into the Company
(the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth
in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
At the Effective Time, in
accordance with the terms set forth in the Merger Agreement, each issued and outstanding share of common stock of the Company, par value
$0.01 per share (“Company Common Stock”) (except for shares directly owned by the Company as treasury stock or otherwise,
or by Parent or Merger Sub immediately prior to the Effective Time, including any shares of Company Common Stock which were contributed
to Parent by certain stockholders of the Company (the “Rollover Stockholders”) in accordance with the voting, support
and rollover agreement by and among the Rollover Stockholders, the Company and Parent, dated as of the date of the Merger Agreement (the
“Support and Rollover Agreement,” and such shares, the “Rollover Shares”), or by any holder who
was entitled to demand appraisal and properly exercised such appraisal rights pursuant to Section 262 of the General Corporation Law
of the State of Delaware, which, in each case, were treated as described in the Merger Agreement), was automatically converted into the
right to receive $5.20 per share in cash, without interest (the “Merger Consideration”), subject to any required tax
withholding.
In addition, pursuant to
the Merger Agreement, in accordance with the terms set forth therein and unless otherwise agreed in writing between Parent and the applicable
holder, at the Effective Time:
| · | Each
outstanding restricted share award in respect of Company Common Stock (each, a “Company
RSA”) that was held by a Rollover Stockholder as of immediately prior to the Effective
Time (each, a “Rollover RSA”) became fully vested and was treated as a
Rollover Share; |
| · | Each
outstanding Company RSA (or portion thereof), other than a Rollover RSA, that was (i) held
by a non-employee director of the Company, (ii) granted in calendar year 2023 or 2024 and
was scheduled to vest on or before April 30, 2026, in each case, as of immediately prior
to the Effective Time, became fully vested and was converted into the right to receive the Merger
Consideration in respect of each share of Company Common Stock subject to such Company RSA
(or portion thereof); |
| · | Each
other outstanding Company RSA (or portion thereof) was converted into a cash award based
on the Merger Consideration, subject to vesting in accordance with the original Company RSA
vesting terms; |
| · | (i)
Each outstanding restricted share unit award granted subject to any performance-based vesting
terms in respect of Company Common Stock (each, a “Company PSU Award”)
that was granted in calendar year 2023, and (ii) a prorated portion of each Company PSU Award
that was granted in calendar year 2024, determined based on a fraction, the numerator of
which equaled the number of whole months between the grant date applicable to such Company
PSU Award and April 30, 2026, and the denominator of which equaled 36, became fully vested,
with any performance-based vesting conditions deemed achieved based on actual performance
through the latest practicable date prior to the Effective Time, and converted into the right
to receive the Merger Consideration; |
| · | Each
other outstanding Company PSU Award was converted into a cash award, with any performance-based
vesting conditions deemed achieved based on actual performance through the latest practicable
date prior to the Effective Time, based on the Merger Consideration, subject to vesting in
accordance with the original Company PSU vesting terms, except that any performance-based
vesting conditions no longer apply from and after the Effective Time; and |
| · | Each
long-term cash award that was outstanding as of immediately prior to the Effective Time received
the same treatment as the Company RSA or Company PSU Award to which it corresponded. |
As a result of the completion
of the Merger, the Company became an indirect wholly owned subsidiary of Parent.
The foregoing description
of the Merger, the Merger Agreement and the other transactions contemplated thereby does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report
on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on August 14, 2025,
which is incorporated by reference herein.
| Item 3.01. | Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth
in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
Before the commencement of
trading on December 31, 2025, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been
completed and requested that the NYSE suspend trading of the Company Common Stock on the NYSE. The Company also requested that the NYSE
file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Company
Common Stock from the NYSE and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). As a result, the shares of Company Common Stock will no longer be listed on the NYSE.
In addition, following the
effectiveness of the Form 25, the Company intends to file a certification on Form 15 with the SEC requesting the termination of registration
of all shares of Company Common Stock under Section 12(g) of the Exchange Act, and the suspension of the Company’s reporting obligations
under Sections 13 and 15(d) of the Exchange Act with respect to all shares of Company Common Stock.
| Item 3.03. | Material Modification to Rights
of Security Holders. |
The information set forth
in the Introductory Note and in Items 2.01, 3.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item
3.03.
As a result of the Merger,
each share of Company Common Stock (except as described in Item 2.01 of this Current Report on Form 8-K) that was issued and outstanding
immediately prior to the Effective Time was automatically cancelled and exchanged, at the Effective Time, into the right to receive the
Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights
as stockholders of the Company, other than the right to receive the Merger Consideration.
| Item 5.01. | Changes in Control of Registrant. |
The information set forth
in the Introductory Note and in Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference
in this Item 5.01.
As a result of the Merger,
at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.
| Item 5.02. | Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
The information set forth
in the Introductory Note and in Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
Pursuant to the Merger Agreement, at the Effective
Time, Gunjan Bhow, Jill Bright, Brian Cassidy, Teresa Elder, Daniel Kilpatrick, Jeffrey Marcus, Jose Segrera, Phil Seskin, and Barry
Volpert each resigned from the board of directors of the Company (the “Board”) and from all committees of the Board
on which they served, and the pre-closing directors of Merger Sub became the directors of the Company.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year. |
The information contained
in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Pursuant
to the terms of the Merger Agreement, at the Effective Time, the Company’s Amended and Restated Certificate of Incorporation, as
in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Second Amended and Restated
Certificate of Incorporation of the Company (the “Charter”). A copy of the Charter is attached hereto as Exhibit 3.1
and is incorporated herein by reference. Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s
Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be
in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger, except that references to
Merger Sub’s name were replaced with references to the Company’s name (the “Bylaws”). A copy of the Bylaws
is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit
No. |
Description |
| 2.1 |
Agreement
and Plan of Merger, dated as of August 11, 2025, by and among Bandit Parent, LP, Bandit Merger Sub, Inc. and WideOpenWest, Inc. (incorporated
by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 14, 2025). |
| 3.1 |
Second
Amended and Restated Certificate of Incorporation of WideOpenWest, Inc., dated as of December
31, 2025. |
| 3.2 |
Second
Amended and Restated Bylaws of WideOpenWest, Inc., dated as of December 31, 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: December
31, 2025 |
By: |
/s/
John Rego |
| |
|
John Rego |
| |
|
Chief Financial Officer |
