SEC Form SC 13D/A filed by WideOpenWest Inc. (Amendment)

Item 1. Security and Issuer

Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Exchange Act, the undersigned hereby amends the Schedule 13D originally filed on June 7, 2018, as amended by Amendment 1 thereto filed on August 8, 2018, Amendment 2 thereto filed on March 18, 2019, Amendment 3 thereto filed on April 2, 2019 and Amendment 4 thereto filed on October 11, 2019 (the “Schedule 13D”), relating to the Common Stock, par value $0.01 per share (the “Class A Shares”), of WideOpenWest, Inc., a Delaware corporation (the “Issuer”).

Item 2. Identity and Background

Not applicable.

Item 3. Source and Amount of Funds or Other Consideration

This Item 3 is hereby amended to add the following at the end of such section:

The descriptions of the Proposal (as defined below) under Item 4 are incorporated herein by reference in their entirety.

Item 4. Purpose of Transaction

This Item 4 is hereby amended to add the following at the end of such section:

On May 2, 2024, the Reporting Persons and DigitalBridge Investments, LLC (“DigitalBridge” and, together with the Reporting Persons, the “Consortium”), an affiliate of DigitalBridge Group, Inc. (NYSE: DBRG), entered into a Joint Bidding and Cost Sharing Agreement (the “Joint Bidding Agreement”), pursuant to which the Consortium agreed to work together in good faith to pursue the Proposed Transaction (as defined below).

On May 2, 2024, the Consortium submitted a preliminary non-binding proposal (the “Proposal”) to the Board of Directors of the Issuer (the “Board”) related to the proposed acquisition, directly or indirectly, by the Consortium of all of the Class A Shares not beneficially owned by the Reporting Persons for cash consideration of US$4.80 per share (the “Proposed Transaction”). The Proposal assumes the current debt financing at the Issuer remains in place at closing. The equity financing would be funded by affiliated investment funds of DigitalBridge and a rollover by the Reporting Persons of 100% of their Class A Shares.

The Consortium indicated in the Proposal that it expects that a special committee consisting of independent members of the Board will consider the Proposal and make a recommendation to the Board, and that such special committee would retain its own independent legal and financial advisors to assist the special committee in its review of the Proposed Transaction. The Consortium also stated in the Proposal that it will not proceed with the Proposed Transaction unless it is recommended by such special committee and approved by the Board.

Any definitive agreement entered into in connection with the Proposed Transaction would be subject to customary closing conditions, including any required shareholder approvals and approval by any applicable regulatory authorities. No assurance can be given that any definitive agreement will be entered into, that the Proposed Transaction will be consummated, or that the Proposed Transaction will be consummated on the terms set forth in the Proposal. Each of the Reporting Persons reserves the right to modify or withdraw the Proposal at any time and no binding obligation on the part of any of the Reporting Persons or any of their affiliates will arise with respect to the filing of this Schedule 13D. The Reporting Persons do not intend to update additional disclosures regarding the Proposal unless and until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S. securities laws.

The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Class A Shares from the New York Stock Exchange and other material changes in the Issuer’s business or corporate structure.

References to the Joint Bidding Agreement and the Proposal in this Schedule 13D are qualified in their entirety by reference to, respectively, the Joint Bidding Agreement and the Proposal, copies of which are attached hereto as Exhibit 2 and Exhibit 3 and incorporated herein by reference in their entirety.

Neither the Proposal nor this Schedule 13D is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell any securities of the Issuer.

Except for the foregoing, none of the Reporting Persons has any present plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Not applicable.  

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following at the end of such section:

Items 3 and 4 are hereby incorporated by reference into this Item 6.

 Item 7. Material to be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 2, 2024