SEC Form SC 13G filed by WideOpenWest Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
WideOpenWest Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
96758W101
(CUSIP Number)
May 7, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 12 Pages
| CUSIP NO. 96758W101 | Page 2 of 12 Pages |
| CUSIP No. 96758W101 | |
| (1) Names of reporting persons | LB Partners, LLC |
| (2) Check the appropriate box if a member of a group | (a) |
| (see instructions) | (b) |
| (3) SEC use only | |
| (4) Citizenship or place of organization | VA |
| Number of shares beneficially owned by each reporting person with: | |
| (5) Sole voting power | 0 |
| (6) Shared voting power | 6,615,106* |
| (7) Sole dispositive power | 0 |
| (8) Shared dispositive power | 6,615,106* |
| (9) Aggregate amount beneficially owned by each reporting person | 6,615,106* |
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
| (11) Percent of class represented by amount in Row (9) | 7.8%† |
| (12) Type of reporting person (see instructions) | IA |
* LB Partners, LLC is the Investment Manager of LB M3 Partners LP, LB Rule One Partners LP, and LB Day Zero Partners LP (collectively the “Funds”) in which such shares referred to above are held. As a result, LB Partners, LLC possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by the Funds. LB Partners LLC disclaims beneficial ownership of any of the shares held by the Funds.
† Based on a total of 84,566,866 shares outstanding of the Issuer as of May 3, 2024, as set forth in the Issuer’s most recent Form 10-Q, filed May 7, 2024.
| CUSIP NO. 96758W101 | Page 3 of 12 Pages |
| CUSIP No. 96758W101 | |
| (1) Names of reporting persons | LB M3 Partners LP |
| (2) Check the appropriate box if a member of a group | (a) |
| (see instructions) | (b) |
| (3) SEC use only | |
| (4) Citizenship or place of organization | DE |
| Number of shares beneficially owned by each reporting person with: | |
| (5) Sole voting power | 0 |
| (6) Shared voting power | 1,983,527 |
| (7) Sole dispositive power | 0 |
| (8) Shared dispositive power | 1,983,527 |
| (9) Aggregate amount beneficially owned by each reporting person | 1,983,527 |
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
| (11) Percent of class represented by amount in Row (9) | 2.3%† |
| (12) Type of reporting person (see instructions) | PN |
† Based on a total of 84,566,866 shares outstanding of the Issuer as of May 3, 2024, as set forth in the Issuer’s most recent Form 10-Q, filed May 7, 2024.
| CUSIP NO. 96758W101 | Page 4 of 12 Pages |
| CUSIP No. 96758W101 | |
| (1) Names of reporting persons | LB Rule One Partners LP |
| (2) Check the appropriate box if a member of a group | (a) |
| (see instructions) | (b) |
| (3) SEC use only | |
| (4) Citizenship or place of organization | DE |
| Number of shares beneficially owned by each reporting person with: | |
| (5) Sole voting power | 0 |
| (6) Shared voting power | 17,000 |
| (7) Sole dispositive power | 0 |
| (8) Shared dispositive power | 17,000 |
| (9) Aggregate amount beneficially owned by each reporting person | 17,000 |
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
| (11) Percent of class represented by amount in Row (9) | 0.0%† |
| (12) Type of reporting person (see instructions) | PN |
† Based on a total of 84,566,866 shares outstanding of the Issuer as of May 3, 2024, as set forth in the Issuer’s most recent Form 10-Q, filed May 7, 2024.
| CUSIP NO. 96758W101 | Page 5 of 12 Pages |
| CUSIP No. 96758W101 | |
| (1) Names of reporting persons | LB Day Zero Partners LP |
| (2) Check the appropriate box if a member of a group | (a) |
| (see instructions) | (b) |
| (3) SEC use only | |
| (4) Citizenship or place of organization | DE |
| Number of shares beneficially owned by each reporting person with: | |
| (5) Sole voting power | 0 |
| (6) Shared voting power | 4,614,579 |
| (7) Sole dispositive power | 0 |
| (8) Shared dispositive power | 4,614,579 |
| (9) Aggregate amount beneficially owned by each reporting person | 4,614,579 |
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
| (11) Percent of class represented by amount in Row (9) | 5.5%† |
| (12) Type of reporting person (see instructions) | PN |
† Based on a total of 84,566,866 shares outstanding of the Issuer as of May 3, 2024, as set forth in the Issuer’s most recent Form 10-Q, filed May 7, 2024.
| CUSIP NO. 96758W101 | Page 6 of 12 Pages |
| CUSIP No. 96758W101 | |
| (1) Names of reporting persons | Charles P. Cocke Jr. |
| (2) Check the appropriate box if a member of a group | (a) |
| (see instructions) | (b) |
| (3) SEC use only | |
| (4) Citizenship or place of organization | United States of America |
| Number of shares beneficially owned by each reporting person with: | |
| (5) Sole voting power | 0 |
| (6) Shared voting power | 6,615,106* |
| (7) Sole dispositive power | 0 |
| (8) Shared dispositive power | 6,615,106* |
| (9) Aggregate amount beneficially owned by each reporting person | 6,615,106* |
| (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) | |
| (11) Percent of class represented by amount in Row (9) | 7.8%† |
| (12) Type of reporting person (see instructions) | IN |
*Mr. Cocke is the Managing Member of LB Partners, LLC, the Investment Manager of the Funds. As a result, Mr. Cocke possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by the Funds. Mr. Cocke disclaims beneficial ownership of any of the shares held by the Funds.
† Based on a total of 84,566,866 shares outstanding of the Issuer as of May 3, 2024, as set forth in the Issuer’s most recent Form 10-Q, filed May 7, 2024.
| CUSIP NO. 96758W101 | Page 7 of 12 Pages |
| Item 1(a). | Name of Issuer: |
| WideOpenWest Inc. (the “Issuer”). | |
| Item 1(b). | Address of the Issuer's Principal Executive Offices: |
| 7887 East Bellview Avenue, Suite 1000, Englewood, CO 80111. | |
| Item 2(a). | Name of Person Filing |
| The names of the person filing this statement on Schedule
13G (collectively, the “Reporting Person”) are: LB Partners, LLC LB M3 Partners LP LB Rule One Partners LP LB Day Zero Partners LP Charles P. Cocke Jr. | |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| 411-413A East Main Street, Charlottesville, VA 22902. |
| Item 2(c). | Citizenship: |
|
LB Partners, LLC is a Virgina limited liability company. LB M3 Partners is a Delaware limited partnership. LB Rule One Partners LP is a Delaware limited partnership. LB Day Zero Partners LP is a Delaware limited partnership. Mr. Charles P. Cocke Jr. is a United States Citizen. | |
| Item 2(d). |
Title of Class of Securities:
|
|
Common Stock (the “Shares”).
| |
| Item 2(e). | CUSIP Number: |
|
96758W101 |
| CUSIP NO. 96758W101 | Page 8 of 12 Pages |
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);Page 5 of 6 pages
(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J) | |
|
Item 4. |
Ownership: |
| As previously disclosed in its filings on Form 13F, LB Partners LLC owns a substantial position in the Issuer’s Common Stock and has for the past year as well as at various times over the period since 2020, owned a substantial position in the form of shares of Common Stock and options to purchase shares of Common Stock. As long-term investors in the Issuer, the Reporting Persons closely monitor developments regarding the shares of Common Stock. The Reporting Persons are aware that DigitalBridge Investments, LLC, and various Crestview entities (the “Consortium”) have made an unsolicited non-binding proposal to the Board of Directors of the Issuer pursuant to which the Consortium proposes to take the Issuer private by acquiring all of the outstanding shares of Common Stock, other than those already owned by any of the Consortium, any investment fund managed by the Consortium or their respective affiliates. The Reporting Persons intend to review that proposal and any other proposals made in connection with their evaluation of their investment in the Issuer to evaluate whether any such proposal is in the Reporting Persons’ best interests. | |
| Item 4(a). |
Amount Beneficially Owned:
Aggregate of all Reporting Persons - 6,615,106 LB Partners, LLC – 6,615,106* LB M3 Partners LP – 1,983,527 LB Rule One Partners LP – 17,000 LB Day Zero Partners LP – 4,614,579 Charles P. Cocke Jr. - 6,615,106** |
| CUSIP NO. 96758W101 | Page 9 of 12 Pages |
| Item 4(b). |
Percent of Class:
Aggregate of all Reporting Persons – 7.8%† LB Partners, LLC – 7.8%*† LB M3 Partners LP – 2.3%† LB Rule One Partners LP – 0.0%† LB Day Zero Partners LP – 5.5%† Charles P. Cocke Jr. - 7.8%**† |
| Item 4(c). | Number of shares as to which such person has: | |
| (i) |
Sole power to vote or direct the vote: LB Partners, LLC – 0 LB M3 Partners LP – 0 LB Rule One Partners LP – 0 LB Day Zero Partners LP – 0 Charles P. Cocke Jr. - 0 |
|
| (ii) |
Shared power to vote or to direct the vote: LB Partners, LLC – 6,615,106* LB M3 Partners LP – 1,983,527 LB Rule One Partners LP – 17,000 LB Day Zero Partners LP – 4,614,579 Charles P. Cocke Jr. - 6,615,106** |
|
| (iii) |
Sole power to dispose or to direct the disposition of: LB Partners, LLC – 0 LB M3 Partners LP – 0 LB Rule One Partners LP – 0 LB Day Zero Partners LP – 0 Charles P. Cocke Jr. - 0 |
|
| (iv) |
Shared power to dispose or to direct the disposition of: LB Partners, LLC – 6,615,106* LB M3 Partners LP – 1,983,527 LB Rule One Partners LP – 17,000 LB Day Zero Partners LP – 4,614,579 Charles P. Cocke Jr. - 6,615,106** |
|
* LB Partners, LLC is the Investment Manager of LB M3 Partners LP, LB Rule One Partners LP, and LB Day Zero Partners LP (collectively the “Funds”) in which such shares referred to above are held. As a result, LB Partners, LLC possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by the Funds. LB Partners LLC disclaims beneficial ownership of any of the shares held by the Funds.
** Mr. Cocke is the Managing Member of LB Partners, LLC, the Investment Manager of the Funds. As a result, Mr. Cocke possesses the power to vote and dispose or direct the disposition of all the shares beneficially owned by the Funds. Mr. Cocke disclaims beneficial ownership of any of the shares held by the Funds.
† Based on a total of 84,566,866 shares outstanding of the Issuer as of May 3, 2024, as set forth in the Issuer’s most recent Form 10-Q, filed May 7, 2024.
| CUSIP NO. 96758W101 | Page 10 of 12 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class: |
| This Item 5 is not applicable. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| This Item 6 is not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
| This Item 7 is not applicable. | |
| Item 8. | Identification and Classification of Members of the Group: |
| See Exhibit A. | |
| Item 9. | Notice of Dissolution of Group: |
| This Item 9 is not applicable. | |
| Item 10. | Certification: |
| By signing below the Reporting Person certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
| CUSIP NO. 96758W101 | Page 11 of 12 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: | May 9, 2024 | |
| LB Partners, LLC | ||
| By: | /s/ Charles P. Cocke Jr. | |
| Name: | Charles P. Cocke Jr. | |
| Title: | Managing Member | |
| LB M3 Partners LP | ||
| By: | /s/ Charles P. Cocke Jr. | |
| Name: | Charles P. Cocke Jr. | |
| Title: | Managing Member of LB SPV GP LLC, the General Partner of LB M3 Partners LP | |
| LB Rule One Partners LP | ||
| By: | /s/ Charles P. Cocke Jr. | |
| Name: | Charles P. Cocke Jr. | |
| Title: | Managing Member of LB Rule One GP LLC, the General Partner of LB Rule One Partners LP | |
| LB Day Zero Partners LP | ||
| By: | /s/ Charles P. Cocke Jr. | |
| Name: | Charles P. Cocke Jr. | |
| Title: | Managing Member of LB Day Zero GP LLC, the General Partner of LB Day Zero Partners LP | |
| Charles P. Cocke Jr. | ||
| By: | /s/ Charles P. Cocke Jr. | |
| Name: | Charles P. Cocke Jr. | |
| CUSIP NO. 96758W101 | Page 12 of 12 Pages |
EXHIBIT A
Joint Filing Agreement
The Undersigned agree that the statements on Schedule 13G with respect to the common stock of WideOpenWest Inc. dated as of May 9, 2024, is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| Date: | May 9, 2024 | |
| LB Partners, LLC | ||
| By: | /s/ Charles P. Cocke Jr. | |
| Name: | Charles P. Cocke Jr. | |
| Title: | Managing Member | |
| LB M3 Partners LP | ||
| By: | /s/ Charles P. Cocke Jr. | |
| Name: | Charles P. Cocke Jr. | |
| Title: | Managing Member of LB SPV GP LLC, the General Partner of LB M3 Partners LP | |
| LB Rule One Partners LP | ||
| By: | /s/ Charles P. Cocke Jr. | |
| Name: | Charles P. Cocke Jr. | |
| Title: | Managing Member of LB Rule One GP LLC, the General Partner of LB Rule One Partners LP | |
| LB Day Zero Partners LP | ||
| By: | /s/ Charles P. Cocke Jr. | |
| Name: | Charles P. Cocke Jr. | |
| Title: | Managing Member of LB Day Zero GP LLC, the General Partner of LB Day Zero Partners LP | |
| Charles P. Cocke Jr. | ||
| By: | /s/ Charles P. Cocke Jr. | |
| Name: | Charles P. Cocke Jr. | |