WideOpenWest, Inc. (WOW) insiders roll equity into Bandit Parent deal
Rhea-AI Filing Summary
WideOpenWest, Inc. and Crestview-affiliated insiders completed an equity rollover tied to the company’s take-private merger. Bandit Merger Sub, Inc. merged with and into WideOpenWest, Inc. on December 31, 2025, with WideOpenWest continuing as a wholly owned subsidiary of Bandit Parent, LP. In connection with this merger, Crestview-related funds and individual directors who were 10% owners entered into a Voting, Support and Rollover Agreement.
Under this agreement, the individual rolling stockholders first transferred all of their WideOpenWest common stock to Crestview Advisors, L.L.C. Those shares, together with common stock held by Crestview funds, were then contributed to the merger subsidiary in exchange for equity interests in Bandit HoldCo, Inc., which were subsequently contributed to Bandit Parent, LP. The filing notes that the closing price of WideOpenWest common stock immediately prior to the merger was $5.20 per share.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 31,856,414 | $0.00 | -- |
Footnotes (1)
- In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 11, 2025 (the "Merger Agreement"), by and among WideOpenWest, Inc. (the "Issuer"), 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"), pursuant to which Merger Sub merged with and into Issuer on December 31, 2025 (the "Merger"), with Issuer continuing after the Merger as a wholly owned subsidiary of Parent. In connection with the transactions contemplated by the Merger Agreement, the Issuer and Parent entered into a Voting, Support and Rollover Agreement (the "Rollover Agreement"), dated August 11, 2025, with (i) Crestview W1 TE Holdings, LLC, Crestview W1 Holdings, L.P., Crestview W1 Co-Investors, LLC, and Crestview Advisors, L.L.C. (collectively, the "Crestview Rolling Stockholders"); (ii) Brian P. Cassidy, Daniel G. Kilpatrick, and Barry S. Volpert (collectively, the "Individual Rolling Stockholders," and together with the Crestview Rolling Stockholders, the "Rollover Stockholders," and each, a "Rollover Stockholder"). Pursuant to the Rollover Agreement, each of the Individual Rolling Stockholders transferred all of the shares of Common Stock that they owned (and in which they had previously assigned all rights, title and interest) to Crestview Advisors, L.L.C., and such shares of Common Stock of the Issuer were then contributed, together with the Common Stock held by the Crestview Rolling Stockholders, to MergerSub in exchange for equity interests in Bandit HoldCo, Inc. ("HoldCo"), which equity interests in HoldCo were then contributed to Parent inexchange for equity interests in Parent. (Cont. in FN4) (Cont. from FN3) The foregoing contributions and exchanges of the Rollover Stockholders' equity interests in the Issuer (the "Rollover Shares") occurred immediately prior to the closing of the Merger. Solely as a result of such contributions and exchanges, the Crestview Rolling Stockholders own direct equity interests in Parent following the consummation of such contributions and exchanges. The closing price of the Common Stock immediately prior to the Merger was $5.20 per share. Includes (i) shares of Common Stock in the aggregate beneficially owned by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC and Crestview W1 Co-Investors, LLC (collectively, the "Crestview Funds"), and (ii) 618,496 shares of Common Stock in the aggregate granted under the Issuer's 2017 Omnibus Incentive Plan (as amended, the "Plan") to each of Messrs. Volpert, Kilpatrick and Cassidy in lieu of all or a portion of the cash retainer fees payable to such individual for service as a director on the Issuer's board of directors. Each of Messrs. Volpert, Kilpatrick and Cassidy has assigned all rights, title and interest in such shares to Crestview Advisors, L.L.C. Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the shares of Common Stock held by the Crestview Funds. Crestview Partners III GP, L.P. exercises voting and dispositive power over the shares of Common Stock held by the Crestview Funds, which decisions are made by the investment committee of Crestview Partners III GP, L.P. and the chairman of the investment committee. Each of Messrs. Volpert, Kilpatrick and Cassidy is a member of the Issuer's board of directors. Mr. Volpert is the Co-Founder, CEO and a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors L.L.C. (which provides investment advisory and management services to the Crestview Funds), and serves as the chairman of the investment committee of Crestview Partners III GP, L.P. Messrs. Cassidy and Kilpatrick are each Partners of each of Crestview, L.L.C. and Crestview Advisors, L.L.C. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
FAQ
What insider transaction did Crestview report for WideOpenWest (WOW)?
Crestview-affiliated funds and individual directors reported rolling their WideOpenWest common stock into the acquisition structure, contributing those shares to the merger subsidiary in exchange for equity interests in Bandit HoldCo, Inc. and ultimately Bandit Parent, LP.
What happened to WideOpenWest, Inc. in the reported transaction?
Bandit Merger Sub, Inc. merged with and into WideOpenWest, Inc. on December 31, 2025, and WideOpenWest continued after the merger as a wholly owned subsidiary of Bandit Parent, LP.
Who were the Rollover Stockholders in the WideOpenWest (WOW) merger?
The Rollover Stockholders included Crestview W1 TE Holdings, LLC, Crestview W1 Holdings, L.P., Crestview W1 Co-Investors, LLC, Crestview Advisors, L.L.C. and individual stockholders Brian P. Cassidy, Daniel G. Kilpatrick, and Barry S. Volpert.
How did Crestview’s board representatives participate in the WideOpenWest merger?
Messrs. Volpert, Kilpatrick and Cassidy, who served on the WideOpenWest board of directors, assigned all rights, title and interest in certain director fee shares granted under the company’s omnibus incentive plan to Crestview Advisors, L.L.C., and those shares were included in the rollover into the merger structure.
Does Crestview claim full beneficial ownership of the WideOpenWest securities reported?
The filing states that each reporting person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest in them.