WideOpenWest Inc. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Entry into a Material Definitive Agreement
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As earlier disclosed, on October 11, 2024, WideOpenWest, Inc. (the “Company”) and its wholly-owned subsidiary, WideOpenWest Finance, LLC, entered into a new super-priority credit agreement (the “Priority Credit Agreement”) with the lenders from time to time party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent (the “Agent”). The Priority Credit Agreement provides for (i) a $200 million super-priority “first out” new money term loan (the “First Out TL”), (ii) a super-senior “second out” term loan (the “Second Out TL”) and (iii) a super-senior “second out” revolving credit facility (the “Second Out RCF” and together with the First Out TL and Second Out TL, the “Super-senior Facility”). The Super-senior Facility provided that to the extent that the Company’s revolving lenders under the 2021 Credit Agreement (as defined below) agree to provide covenant relief with respect to the springing leverage ratio under the 2021 Credit Agreement, such revolving lenders would be entitled to exchange their revolving commitments thereunder at par into the Second Out RCF. As of November 1, 2024, each of the Company’s existing revolving lenders elected to exchange their revolving commitments into the Second Out RCF and, accordingly, on November 6, 2024 (the “Effective Date”), the Company, the Agent and the lenders party thereto entered into an amendment to the Priority Credit Agreement (the “Amendment”) to reflect the exchange of $250 million of revolving commitments into the Second Out RCF. The Amendment further provides for a consent enabling the Company to pay off the remaining approximately $0.917 million in principal amount of term loan indebtedness outstanding under the Company’s existing credit agreement with, among others, the lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent and an issuing bank (the “2021 Credit Agreement”). As a result of the exchange of revolving commitments and the extinguishment of the remaining indebtedness reference above, the Company has no further obligations under the 2021 Credit Agreement, and the 2021 Credit Agreement and all related loan documents have been terminated.
The foregoing summary of the Amendment is qualified in its entirety by reference to the actual agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
| Item 1.02 | Termination of a Material Definitive Agreement. |
On the Effective Date, the Company prepaid in full and terminated its obligations under the 2021 Credit Agreement.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit | Description |
| 10.1* | Amendment No. 1 to Super-Priority Credit Agreement, dated November 6, 2024, by and among WideOpenWest Finance, LLC, WideOpenWest, Inc., the other lenders from time to time party thereto and Wilmington Savings Fund Society FSB as Administrative Agent, Collateral Agent and Issuing Bank. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and other attachments have been omitted from this filing and will be furnished to the Securities and Exchange Commission supplementally upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WIDEOPENWEST, INC | ||
| November 12, 2024 | By: | /s/ John Rego |
| John Rego | ||
| Chief Financial Officer | ||