UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 27, 2013

WideOpenWest Finance, LLC

(Exact name of registrant as specified in its Charter)

Registrant’s telephone number, including area code (720) 479-3500

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01              Entry into a Material Definitive Agreement.

On November 27, 2013, WideOpenWest Finance, LLC (the “Company” or “WOW!”) entered into a second amendment (the “Second Amendment”) to the Credit Agreement, dated as of July 17, 2012, as amended on April 1, 2013 (the “Credit Agreement”) among the Company, the guarantors thereto, the lenders party thereto, and the other parties thereto. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

The Second Amendment provides for a refinancing of the Credit Agreement, resulting in $425.0 million in new Term B-1 Loans, which bear interest, at the Company’s option, at LIBOR plus 3.00% or ABR plus 2.00%.  The new Term B-1 Loans include a 0.75% LIBOR floor.  The new Term B-1 Loans will replace $398.0 million in outstanding Term B-1 Loans which were previously priced, at the Company’s option, at LIBOR plus 3.25% or ABR plus 2.25% and which previously included a 1.00% LIBOR floor.  The Company will utilize the excess proceeds from the new Term B-1 Loans to repay existing, outstanding borrowings on its revolving credit facility and to pay fees and expenses associated with the refinancing.

J.P. Morgan Securities LLC acted as Lead Arranger and Credit Suisse AG, Cayman Islands Branch served as Administrative Agent.

Item 2.03                                           Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

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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.

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