WIDEOPENWEST, INC. : conclusion of a material definitive agreement, other events, financial statements and exhibits (Form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement.

At June 30, 2021, WideOpenWest, Inc. (the “Company”) has entered into an asset purchase contract by and between the Company, WideOpenWest Ohio LLC, a Delaware
limited liability company, WideOpenWest Cleveland LLC, a Delaware limited liability company, Atlantic Broadband (OH), LLC (“Atlantic”), a we cable operator and subsidiary of Cogeco Communications Inc., and Atlantic Broadband Finance, LLC, a Delaware limited liability company (the “Atlantic Purchase Agreement”), whereby Atlantic agreed to acquire the company Cleveland and
Columbus, Ohio markets for around $ 1.125 billion, subject to adjustments, including customary working capital adjustments, as specified in the Atlantic Purchase Agreement. Either party may terminate the Atlantic Purchase Agreement if regulatory approvals are not obtained no later than six months after the date of the Atlantic Purchase Agreement, subject to a six-month extension if certain conditions are met (provided that this external date is not later than three hundred and sixty-four (364) days after the date of the Atlantic purchase contract). The Company is subject to a three-year non-solicitation period and a five-year non-compete period following closing and has agreed to provide Atlantic with some post-closing transition services.

Also on June 30, 2021, the Company has entered into an asset purchase agreement with
Shine HoldCo, LLC, a telecommunications holding company affiliated with RCN Telecom Services LLC, Grande Communication Networks, LLC and WaveDivision Holdings, LLC (collectively, “Astound Broadband”) (the “Astound Purchase Agreement”), whereby Shine HoldCo, LLC agreed to acquire the company
Illinois, Indiana and Anne Arundel, Maryland markets for around $ 661 million, subject to adjustments, including customary working capital adjustments, as specified in the Astound purchase contract. Either party may terminate the Astound purchase contract if regulatory approvals are not obtained no later than nine months from the date of the Astound purchase contract, subject to a three-month extension if certain conditions are met. The Company is subject to a two-year non-solicitation period and a three-year non-compete period following Closing and has agreed to provide Astound with certain post-closing transition services.

Both transactions are expected to close in the second half of 2021. The closing of each transaction is subject to certain regulatory reviews and approvals and the satisfaction of other customary closing conditions.

The foregoing descriptions of the Atlantic Purchase Agreement and the Astound Purchase Agreement (collectively, the “Purchase Agreements”) do not purport to be complete and each is qualified in its entirety by reference to the full text of the applicable Purchase Agreement. , which is attached hereto. as Exhibits 10.1 and 10.2, respectively to this current report on Form 8-K and incorporated herein by reference. Each of the Atlantic and Astound purchase agreements has been included to provide Company shareholders with information regarding its terms. It is not intended to provide other information about the Company or the respective buyers or their respective subsidiaries and affiliates. The purchase contracts contain the usual representations and warranties of each of the Company and the respective buyers. These representations and warranties have been made solely for the benefit of the parties to the purchase contracts and (i) may have been used for the purposes of allocating risk between the respective parties rather than establishing facts as facts, (ii ) may have been qualified in the Purchase Contracts by confidential disclosure schedules that have been provided by and between the parties in connection with the signing of the purchase agreements, which disclosure schedules may contain information that modifies, qualifies and create exceptions to the representations, warranties and commitments set out in purchase agreements, (iii) may be subject to a contractual standard of materiality applicable to the parties which differs from what a shareholder may consider material and (iv) may have been made only on the date of the applicable purchase contract or on another date or dates which may be specified in the purchase contracts, and the information c on the subject of the representation The terms and guarantees may change after the date of the Purchase Agreements, with subsequent information may or may not be fully reflected in the Company’s public disclosures, if applicable. Accordingly, shareholders should not rely on any representations and warranties or any description thereof as characterizations of the actual state of affairs or condition of the Company or the respective purchaser or their subsidiaries. and respective affiliates.

Item 8.01     Other Events.

At June 30, 2021, the Company issued a press release announcing its entry into the Atlantic Purchase Agreement and the Astound Purchase Agreement, a copy of which is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated by reference herein.

Certain statements in this current Report on Form 8-K that are not historical fact contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our goals, beliefs, plans and expectations regarding our future prospects and other future events. Forward-looking statements include all statements that are not historical fact and can be identified by words such as “may”, “intention”, “could”, “will”, “should”, “could”, ” could “,” could “,”, “” expect “,” believe “,” estimate “,” plan “,” project “,” predict “,” potential “or the negative of these terms. forward-looking statements reflect our good faith belief and reasonable judgment based on current information, such statements are qualified by important factors, many of which are beyond our control and which could cause our actual results to differ materially from those of Forward-looking statements. Regarding statements These factors and other risks that could cause our actual results to differ materially are described in the section entitled “Risk Factors” of our annual report filed on the form. 10-K from Security and Trade Commission
(“SEC”) on February 24, 2021, and also include the following factors: uncertainties about when to complete the sale of the systems to each of the Atlantic and Astound Broadband (the “Operations”); the possibility that one or all of the conditions for the completion of the Transactions will not be met or waived, including failure to receive required regulatory approvals; the effect of announcing or awaiting Transactions on the Company’s ability to retain key personnel and maintain relationships with customers, suppliers and other business partners; and risks associated with the potential distraction of management’s attention from the Company’s ongoing business operations. In view of these uncertainties, you should not place undue reliance on these forward-looking statements. The forward-looking statements included in this report are made as of the date hereof or as of the date specified herein, based on information available to us as of that date. Unless required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future.

Item 9.01      Financial Statements and Exhibits.



Exhibit     Description
No.
  10.1*       Atlantic Purchase Agreement, dated June 30, 2021
  10.2*       Astound Purchase Agreement, dated June 30, 2021
  99.1        Press Release dated June 30, 2021
104         Cover Page Interactive Data File (formatted as inline XBRL)

* Annexes and some parts omitted in accordance with Article 601 (a) (5) of Regulation SK. The company agrees to provide an additional copy of any omitted annex to the SECOND upon request, provided, however, that the Company may request confidential treatment in accordance with Rule 24b-2 of the Exchange Act, as amended, for any annex or material so provided.

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