As filed with the Securities and Exchange Commission
on December 31, 2025
Registration No. 333-226732
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-226732
UNDER
THE SECURITIES ACT OF 1933
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)
John Rego
Chief Financial Officer
7887 East Belleview Avenue, Suite 1000
Englewood, CO 80111
(720) 479-3500
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Christopher May
Gabriel Silva
Ana Sanchez
Simpson Thacher and Bartlett LLP
425 Lexington Avenue
New York,
NY 10017
212-455-2000
Approximate date of commencement of proposed sale to the public:
Not Applicable.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ¨
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
¨ |
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Accelerated filer |
x |
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| Non-accelerated filer |
¨ |
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Smaller reporting company |
¨ |
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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 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
No. 1 relates to the Registration Statement on Form S-3, File No. 333-226732 (the “Registration Statement”),
filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2018 by WideOpenWest, Inc., a Delaware
corporation (the “Registrant”), registering the resale of 55,905,512 shares of common stock, par value $0.01 per share, of
the Registrant (“Common Stock”) by the selling stockholders named therein. The Registration Statement was declared effective
by the SEC on August 21, 2018.
On December 21, 2025,
pursuant to the Agreement and Plan of Merger, dated as of August 11, 2025, by and among the Registrant, 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”) (the “Merger Agreement”), Merger Sub merged with and into the Registrant (“Merger”),
with the Registrant surviving as an indirect wholly owned subsidiary of Parent.
In connection with the Merger,
the Registrant is terminating all offers and sales of its securities registered pursuant to its existing registration statements under
the Securities Act of 1933, as amended, including the Registration Statement. The Registrant, by filing this Post-Effective Amendment
No. 1, hereby terminates the effectiveness of the Registration Statement, and, pursuant to the undertaking contained in the Registration
Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold or unissued at the
termination of the offering, the Registrant hereby amends the Registration Statement by deregistering all shares of Common Stock that
remain unsold or unissued under the Registration Statement as of the date hereof.
The foregoing description
of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by the Merger Agreement, which is included as Exhibit 2.1 in the Registrant’s Form 8-K filed with the
SEC on August 11, 2025.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Englewood, State of Colorado, on December 31, 2025.
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WIDEOPENWEST, INC. |
| |
|
| |
/s/ Aaron Brace |
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Name: |
Aaron Brace |
| |
Title: |
President and Secretary |
No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
