0000950103-17-004889.txt : 20170524 0000950103-17-004889.hdr.sgml : 20170524 20170524203011 ACCESSION NUMBER: 0000950103-17-004889 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20170524 FILED AS OF DATE: 20170524 DATE AS OF CHANGE: 20170524 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WideOpenWest, Inc. CENTRAL INDEX KEY: 0001701051 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7887 EAST BELLEVIEW AVENUE, SUITE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 7204793500 MAIL ADDRESS: STREET 1: 7887 EAST BELLEVIEW AVENUE, SUITE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cassidy Brian P CENTRAL INDEX KEY: 0001608356 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 17868031 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS, L.L.C. STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARCUS JEFFREY CENTRAL INDEX KEY: 0001158783 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 17868032 MAIL ADDRESS: STREET 1: CRESTVIEW STREET 2: 667 MADISON AVENUE, 10TH FL. CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Advisors, L.L.C. CENTRAL INDEX KEY: 0001559054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 17868033 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview W1 Holdings, L.P. CENTRAL INDEX KEY: 0001703151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 17868036 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Partners III GP, L.P. CENTRAL INDEX KEY: 0001703027 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 17868037 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview W1 Co-Investors, LLC CENTRAL INDEX KEY: 0001703177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 17868034 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kilpatrick Daniel G. CENTRAL INDEX KEY: 0001693578 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 17868030 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS, L.L.C. STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview W1 TE Holdings, LLC CENTRAL INDEX KEY: 0001703176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38101 FILM NUMBER: 17868035 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 3 1 dp76457_3-cp3gplp.xml FORM 3 X0206 3 2017-05-24 0 0001701051 WideOpenWest, Inc. WOW 0001703027 Crestview Partners III GP, L.P. C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001703151 Crestview W1 Holdings, L.P. C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001703176 Crestview W1 TE Holdings, LLC C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001703177 Crestview W1 Co-Investors, LLC C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001559054 Crestview Advisors, L.L.C. C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001158783 MARCUS JEFFREY C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 0001608356 Cassidy Brian P C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 0001693578 Kilpatrick Daniel G. C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 Common Stock 24817679 I See Footnotes Represents shares of Common Stock of the Issuer ("Common Stock") that are indirectly beneficially held by the Reporting Persons through Racecar Acquisition LLC as follows: (i) 19,709,027 shares of Common Stock are beneficially owned by Crestview W1 Holdings, L.P., (ii) 972,372 shares of Common Stock are beneficially owned by Crestview W1 TE Holdings, LLC and (iii) 4,136,280 shares of Common Stock are beneficially owned by Crestview W1 Co-Investors, LLC. Crestview Partners III GP, L.P. and certain of its affiliates may be deemed to have beneficial ownership of the shares of Common Stock held by Crestview W1 Holdings, L.P., Crestview W1 TE Holdings, LLC and Crestview W1 Co-Investors, LLC (collectively, 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. Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick are each members of the Issuer's board of directors. Messrs. Marcus and Cassidy are Partners 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 certain of the foregoing entities. Mr. Kilpatrick is a Principal of Crestview Advisors, L.L.C. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. See Exhibit 99.1 for the signatures of each of the Reporting Persons other than the Designated Filer. By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel 2017-05-24 EX-24.1 2 dp76457_ex2401.htm EXHIBIT 24.1

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Ross A. Oliver and Evelyn C. Pellicone as the undersigned’s true and lawful attorneys-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of WideOpenWest, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of May, 2017.

 

Signature: /s/ Jeffrey A. Marcus  
Name: Jeffrey A. Marcus  

 

 EX-24.2 3 dp76457_ex2402.htm EXHIBIT 24.2

 

Exhibit 24.2

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Ross A. Oliver and Evelyn C. Pellicone as the undersigned’s true and lawful attorneys-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of WideOpenWest, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of May, 2017.

 

Signature: /s/ Brian P. Cassidy  
Name: Brian P. Cassidy  

 

 EX-24.3 4 dp76457_ex2403.htm EXHIBIT 24.3

 

Exhibit 24.3

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Ross A. Oliver and Evelyn C. Pellicone as the undersigned’s true and lawful attorneys-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a director of WideOpenWest, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of May, 2017.

 

Signature: /s/ Daniel G. Kilpatrick  
Name: Daniel G. Kilpatrick  

 

 EX-99.1 5 dp76457_ex9901.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Joint Filer Information

 

Each of the following joint filers has designated Crestview Partners III GP, L.P. as the “Designated Filer” for purposes of the attached Form 3:

 

1.  

Crestview W1 Holdings, L.P.

c/o Crestview Partners 

667 Madison Avenue, 10th Floor

New York, NY 10065 

2.  

Crestview W1 TE Holdings, LLC

c/o Crestview Partners 

667 Madison Avenue, 10th Floor

New York, NY 10065 

3.  

Crestview W1 Co-Investors, LLC

c/o Crestview Partners 

667 Madison Avenue, 10th Floor

New York, NY 10065 

4.  

Crestview Advisors, L.L.C.

c/o Crestview Partners 

667 Madison Avenue, 10th Floor

New York, NY 10065 

5.  

Jeffrey A. Marcus

c/o Crestview Advisors, L.L.C. 

667 Madison Avenue, 10th Floor

New York, NY 10065 

6.  

Brian P. Cassidy

c/o Crestview Advisors, L.L.C. 

667 Madison Avenue, 10th Floor

New York, NY 10065 

7.  

Daniel G. Kilpatrick

c/o Crestview Advisors, L.L.C. 

667 Madison Avenue, 10th Floor

New York, NY 10065 

   

Date of Event Requiring Statement: May 24, 2017

Issuer Name and Ticker or Trading Symbol: WideOpenWest, Inc. [WOW]

 

CRESTVIEW W1 HOLDINGS, L.P.

 

By:     Crestview W1 GP, LLC, its general partner,

 

By:

/s/ Ross A. Oliver

  
  Name: Ross A. Oliver  
  Title: General Counsel  

 

CRESTVIEW W1 TE HOLDINGS, LLC

 

By:

/s/ Ross A. Oliver

  
  Name: Ross A. Oliver  
  Title: General Counsel  

 

 

CRESTVIEW W1 CO-INVESTORS, LLC

 

By:

/s/ Ross A. Oliver

  
  Name: Ross A. Oliver  
  Title: General Counsel  

 

CRESTVIEW ADVISORS, L.L.C.

 

By:

/s/ Ross A. Oliver

  
  Name: Ross A. Oliver  
  Title: General Counsel  

 

JEFFREY A. MARCUS

 

By:

/s/ Ross A. Oliver, Attorney-in-Fact

  

 

BRIAN P. CASSIDY

 

By:

/s/ Ross A. Oliver, Attorney-in-Fact

  

 

DANIEL G. KILPATRICK

 

By:

/s/ Ross A. Oliver, Attorney-in-Fact

  

 

Date: May 24, 2017