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EX-99.1 - EX-99.1 - WideOpenWest Finance, LLCa16-20245_1ex99d1.htm

 

 

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): October 21, 2016

 

WideOpenWest Finance, LLC

(Exact name of registrant as specified in its Charter)

 

Delaware

 

333-187850

 

31-1811298

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

7887 East Belleview Avenue, Suite 1000 Englewood, Colorado

 

80111

(Address of principal executive offices)

 

(Zip Code)

 

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 8.01. Other Events.

 

On October 21, 2016, WideOpenWest Finance, LLC (the “Company”) announced that it has entered into a definitive agreement under which Midcontinent Communications (“MidCo”) will acquire substantially all of the operating assets of the Company’s Lawrence, Kansas system (the “Lawrence System”) for gross proceeds of approximately $215 million in cash, subject to certain normal and customary purchase price adjustments set forth in the agreement.

 

The Lawrence System had total customers and Revenue Generating Units (calculated as a total of each of the Company’s high speed data, video and telephony subscribers) of approximately 30,600 and 50,800, respectively, as of June 30, 2016 and generated annual revenues and Adjusted EBITDA of approximately $45.7 million and $23.4 million, respectively, during the trailing twelve month period ended June 30, 2016.

 

The transaction is expected to close either late in the fourth quarter of 2016 or early in the first quarter of 2017.

 

A press release announcing the sale is attached as Exhibit 99.1 to this report.

 

The information under this caption is furnished by the Company in accordance with Securities and Exchange Commission Release No. 33-8216. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release dated October 21, 2016

 

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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.

 

 

WIDEOPENWEST FINANCE, LLC

 

 

 

 

Date: October 21, 2016

By:

/s/ Richard E. Fish, Jr.

 

 

Richard E. Fish, Jr.

 

 

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press Release dated October 21, 2016

 

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