UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*
 
WideOpenWest, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
96758W101
(CUSIP Number)
 

Ross A. Oliver

General Counsel

Crestview Partners

667 Madison Avenue, 10th Floor

New York, NY 10065

(212) 906-0700

 

Copies to:

Michael Davis

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

 
August 6, 2018
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o
 
*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 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).

 

 

 

 

CUSIP No.

 

96758W101
1.

Names of Reporting Persons.

 

Crestview Partners III GP, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

 

6.

Citizenship or Place of Organization

 

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7.

Sole Voting Power

 

0 

8.

 

Shared Voting Power

 

28,819,287

9.

 

Sole Dispositive Power

 

0

10.

 

Shared Dispositive Power

 

28,819,287

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

28,819,287

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Common Shares (See Instructions)

o

 

13.

Percent of Class Represented by Amount in Row (11)

 

33.8%

14.

Type of Reporting Person (See Instructions)

 

PN

 

 

CUSIP No.

 

96758W101
1.

Names of Reporting Persons.

 

Crestview W1 Holdings, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

 

6.

Citizenship or Place of Organization

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7.

Sole Voting Power

 

0

8.

 

Shared Voting Power

 

23,035,202

9.

 

Sole Dispositive Power

 

0 

10.

 

Shared Dispositive Power

 

23,035,202

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

23,035,202

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Common Shares (See Instructions)

o

 

13.

Percent of Class Represented by Amount in Row (11)

 

27.0%

14.

Type of Reporting Person (See Instructions)

 

PN

 

 

CUSIP No.

 

96758W101 
1.

Names of Reporting Persons.

 

Crestview W1 TE Holdings, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o  

(b) x

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

 

6.

Citizenship or Place of Organization

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7.

Sole Voting Power

 

0

8.

 

Shared Voting Power

 

1,139,859

9.

 

Sole Dispositive Power

 

0

10.

 

Shared Dispositive Power

 

1,139,859

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,139,859 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Class A Shares (See Instructions)

o

 

13.

Percent of Class Represented by Amount in Row (11)

 

1.3% 

14.

Type of Reporting Person (See Instructions)

 

CO

 

 

CUSIP No.

 

96758W101
1.

Names of Reporting Persons.

 

Crestview W1 Co-Investors, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

 

6.

Citizenship or Place of Organization

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7.

Sole Voting Power

 

0

 

8.

 

Shared Voting Power

 

4,572,985

9.

 

Sole Dispositive Power

 

0

10.

 

Shared Dispositive Power

 

4,572,985 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,572,985

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Class A Shares (See Instructions)

o

 

13.

Percent of Class Represented by Amount in Row (11)

 

5.4%

14.

Type of Reporting Person (See Instructions)

 

CO

 

 

CUSIP No.

 

96758W101 
1.

Names of Reporting Persons.

 

Crestview Advisors, L.L.C.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)

 

OO

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

o

 

6.

Citizenship or Place of Organization

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7.

Sole Voting Power

 

0

8.

 

Shared Voting Power

 

71,241

9.

 

Sole Dispositive Power

 

0

10.

 

Shared Dispositive Power

 

71,241

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

71,241

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Class A Shares (See Instructions)

o

 

13.

Percent of Class Represented by Amount in Row (11)

 

0.1% 

14.

Type of Reporting Person (See Instructions)

 

CO

 

 

Item 1. Security and Issuer

 

Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Exchange Act, the undersigned hereby amends the Schedule 13D originally filed on June 7, 2018 (the “ Schedule 13D ”), relating to the Common Stock, par value $0.01 per share (the “ Class A Shares ”), of WideOpenWest, Inc., a Delaware corporation (the “ Issuer ”).

 

Item 2. Identity and Background

 

Not applicable.

 

Item 3. Source and Amount of Funds or Other Consideration

 

This Item 3 is hereby amended to add the following at the end of such section:

 

From June 7, 2018 through August 6, 2018, Crestview W1, Crestview W1 TE and Crestview W1 Co-Invest collectively purchased 2,136,600 additional shares of Common Stock for aggregate consideration of approximately $21,972,534 in or concurrently with the Issuer’s Repurchase Program adopted on May 21, 2018 (the “ Additional Purchases ”). Together with the 337,000 shares of the Common Stock purchased through June 6, 2018 and reported on the Schedule 13D when originally filed on June 7, 2018, the Additional Purchases represent purchases by Crestview W1, Crestview W1 TE and Crestview W1 Co-Invest in or concurrently with the Repurchase Program. The source of funds for such purchase was capital contributions made by the investors in each of Crestview W1, Crestview W1 TE and Crestview W1 Co-Invest as well as available lines of credit.

 

Item 4. Purpose of Transaction

 

Not applicable.

 

 Item 5. Interest in Securities of the Issuer

 

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) See item 9 on the Cover Pages to this Schedule 13D.

 

The Reporting Persons have acquired and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially own an aggregate of 28,819,287 Common Shares, or approximately 33.8% of the 85,282,190 outstanding Common Shares of the Issuer as of May 3, 2018 as described in the Quarterly Report filed by the Issuer on Form 10-Q with the Securities and Exchange Commission on May 11, 2018.

 

Crestview Partners GP controls, indirectly through its affiliates, (i) the general partner of Crestview W1 and (ii) the managing member of each of Crestview W1 TE and Crestview W1 Co-Invest. Crestview Advisors provides investment advisory and management services to certain of the foregoing entities.

 

Crestview Partners GP may be deemed to have beneficial ownership over the 23,035,202 Common Shares of the Issuer beneficially owned by Crestview W1, the 1,139,859 Common Shares beneficially owned by Crestview W1 TE and 4,572,985 Common Shares beneficially owned by Crestview W1 Co-Invest.

 

Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick are each members of the Issuer's board of directors (each, a “ Crestview Director ”). Messrs. Cassidy and Kilpatrick hold the title of Partner at Crestview, L.L.C. (which is the general partner of Crestview Partners III GP) and the title of Partner at Crestview Advisors. Mr. Marcus holds the title of Vice Chairman of Crestview, L.L.C. and Crestview Advisors.

 

Each of the Crestview Directors holds 17,037 underlying awards of restricted stock units (“ RSUs ”) previously granted under the Issuer's 2017 Omnibus Incentive Plan (the “ Plan ”). Each of the Crestview Directors has assigned all rights, title and interest in the RSUs to Crestview Advisors. Crestview Advisors holds 20,130 Common Shares that were delivered upon the vesting of RSUs previously granted under the Plan to the Crestview Directors.

 

 

Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein.

 

(b) Number of Class A Shares as to which each Reporting Person has:

 

  (i) Sole power to vote or to direct the vote: See item 7 on Cover Pages to this Schedule 13D.

 

  (ii) Shared power to vote or to direct the vote: See item 8 on Cover Pages to this Schedule 13D.

 

  (iii) Sole power to dispose or to direct the disposition: See item 9 on Cover Pages to this Schedule 13D.

 

  (iv) Shared power to dispose or to direct the vote: See item 10 on Cover Pages to this Schedule 13D.

 

(c) Except for the acquisitions set forth on Schedule A hereto, the persons identified in Item 2 of this Schedule 13D have not effected any transaction in shares of the Common Stock during the preceding 60 days.

 

(d) Inapplicable.

 

(e) Inapplicable.

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Not applicable.

 

 

Item 7. Material to be Filed as Exhibits

 

Exhibit Name  
     
1 Joint Filing Agreement by and among the Reporting Persons dated as of August 8, 2018. Filed herewith
     

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: August 8, 2018

 

 

CRESTVIEW PARTNERS III GP, L.P.

 

By: Crestview, L.L.C., its general partner

 

By: /s/ Evelyn C. Pellicone  

Name: Evelyn C. Pellicone 

Title: Chief Financial Officer

 

CRESTVIEW W1 HOLDINGS, L.P.

 

By: Crestview W1 GP, LLC, its general partner

 

By: /s/ Evelyn C. Pellicone  

Name: Evelyn C. Pellicone 

Title: Chief Financial Officer

 

CRESTVIEW W1 TE HOLDINGS, LLC

 

By: /s/ Evelyn C. Pellicone  

Name: Evelyn C. Pellicone 

Title: Chief Financial Officer

 

CRESTVIEW W1 CO-INVESTORS, LLC

 

By: /s/ Evelyn C. Pellicone  

Name: Evelyn C. Pellicone 

Title: Chief Financial Officer

 

CRESTVIEW ADVISORS, L.L.C.

 

By: /s/ Evelyn C. Pellicone  

Name: Evelyn C. Pellicone 

Title: Chief Financial Officer

 

 

 

 

 

 

Schedule A

 

(All transactions were made in the open market)

 

Date of Transaction Person Effecting Transaction Amount of Shares of Common Stock (1) Average Purchase Price
per Share (2)
6/7/2018 Crestview W1 Holdings, L.P. 33,005 $9.0052
6/8/2018 Crestview W1 Holdings, L.P. 33,005 $9.2379
6/11/2018 Crestview W1 Holdings, L.P. 30,466 $9.4764
6/12/2018 Crestview W1 Holdings, L.P. 30,466 $9.5248
6/13/2018 Crestview W1 Holdings, L.P. 38,929 $9.3015
6/14/2018 Crestview W1 Holdings, L.P. 38,929 $9.3463
6/15/2018 Crestview W1 Holdings, L.P. 38,929 $9.5168
6/18/2018 Crestview W1 Holdings, L.P. 38,929 $9.6670
6/19/2018 Crestview W1 Holdings, L.P. 38,929 $9.6228
6/20/2018 Crestview W1 Holdings, L.P. 38,929 $9.7322
6/21/2018 Crestview W1 Holdings, L.P. 38,929 $9.5184
6/22/2018 Crestview W1 Holdings, L.P. 38,929 $9.9244
6/25/2018 Crestview W1 Holdings, L.P. 48,238 $9.8401
6/26/2018 Crestview W1 Holdings, L.P. 48,238 $9.7006
6/27/2018 Crestview W1 Holdings, L.P. 48,238 $9.6494
6/28/2018 Crestview W1 Holdings, L.P. 48,238 $9.5656
6/29/2018 Crestview W1 Holdings, L.P. 48,238 $9.7566
7/2/2018 Crestview W1 Holdings, L.P. 48,238 $9.7847
7/3/2018 Crestview W1 Holdings, L.P. 48,238 $10.2275
7/5/2018 Crestview W1 Holdings, L.P. 48,238 $10.5167
7/6/2018 Crestview W1 Holdings, L.P. 48,238 $10.9948
7/9/2018 Crestview W1 Holdings, L.P. 48,238 $11.3839
7/10/2018 Crestview W1 Holdings, L.P. 55,008 $11.0027
7/11/2018 Crestview W1 Holdings, L.P. 48,238 $10.6612
7/12/2018 Crestview W1 Holdings, L.P. 48,238 $10.8932
7/13/2018 Crestview W1 Holdings, L.P. 48,238 $10.9405
7/16/2018 Crestview W1 Holdings, L.P. 39,775 $10.9979
7/17/2018 Crestview W1 Holdings, L.P. 55,008 $10.9046
7/18/2018 Crestview W1 Holdings, L.P. 44,006 $10.9054
7/19/2018 Crestview W1 Holdings, L.P. 55,008 $10.8092
7/20/2018 Crestview W1 Holdings, L.P. 48,238 $10.7408
7/23/2018 Crestview W1 Holdings, L.P. 44,006 $10.6540
7/24/2018 Crestview W1 Holdings, L.P. 48,238 $10.3992
7/25/2018 Crestview W1 Holdings, L.P. 48,238 $10.1207

 

7/26/2018 Crestview W1 Holdings, L.P. 43,160 $10.3970
7/27/2018 Crestview W1 Holdings, L.P. 48,238 $10.5081
7/30/2018 Crestview W1 Holdings, L.P. 36,390 $10.5817
7/31/2018 Crestview W1 Holdings, L.P. 39,775 $10.9020
8/1/2018 Crestview W1 Holdings, L.P. 39,775 $10.9187
8/2/2018 Crestview W1 Holdings, L.P. 39,775 $10.8940
8/3/2018 Crestview W1 Holdings, L.P. 39,775 $10.9087
8/6/2018 Crestview W1 Holdings, L.P. 18,279 $11.0171
6/7/2018 Crestview W1 TE Holdings, LLC 1,662 $9.0052
6/8/2018 Crestview W1 TE Holdings, LLC 1,662 $9.2379
6/11/2018 Crestview W1 TE Holdings, LLC 1,534 $9.4764
6/12/2018 Crestview W1 TE Holdings, LLC 1,534 $9.5248
6/13/2018 Crestview W1 TE Holdings, LLC 1,960 $9.3015
6/14/2018 Crestview W1 TE Holdings, LLC 1,960 $9.3463
6/15/2018 Crestview W1 TE Holdings, LLC 1,960 $9.5168
6/18/2018 Crestview W1 TE Holdings, LLC 1,960 $9.6670
6/19/2018 Crestview W1 TE Holdings, LLC 1,960 $9.6228
6/20/2018 Crestview W1 TE Holdings, LLC 1,960 $9.7322
6/21/2018 Crestview W1 TE Holdings, LLC 1,960 $9.5184
6/22/2018 Crestview W1 TE Holdings, LLC 1,960 $9.9244
6/25/2018 Crestview W1 TE Holdings, LLC 2,429 $9.8401
6/26/2018 Crestview W1 TE Holdings, LLC 2,429 $9.7006
6/27/2018 Crestview W1 TE Holdings, LLC 2,429 $9.6494
6/28/2018 Crestview W1 TE Holdings, LLC 2,429 $9.5656
6/29/2018 Crestview W1 TE Holdings, LLC 2,429 $9.7566
7/2/2018 Crestview W1 TE Holdings, LLC 2,429 $9.7847
7/3/2018 Crestview W1 TE Holdings, LLC 2,429 $10.2275
7/5/2018 Crestview W1 TE Holdings, LLC 2,429 $10.5167
7/6/2018 Crestview W1 TE Holdings, LLC 2,429 $10.9948
7/9/2018 Crestview W1 TE Holdings, LLC 2,429 $11.3839
7/10/2018 Crestview W1 TE Holdings, LLC 2,770 $11.0027
7/11/2018 Crestview W1 TE Holdings, LLC 2,429 $10.6612
7/12/2018 Crestview W1 TE Holdings, LLC 2,429 $10.8932
7/13/2018 Crestview W1 TE Holdings, LLC 2,429 $10.9405
7/16/2018 Crestview W1 TE Holdings, LLC 2,003 $10.9979
7/17/2018 Crestview W1 TE Holdings, LLC 2,770 $10.9046
7/18/2018 Crestview W1 TE Holdings, LLC 2,216 $10.9054
7/19/2018 Crestview W1 TE Holdings, LLC 2,770 $10.8092
7/20/2018 Crestview W1 TE Holdings, LLC 2,429 $10.7408
7/23/2018 Crestview W1 TE Holdings, LLC 2,216 $10.6540
7/24/2018 Crestview W1 TE Holdings, LLC 2,429 $10.3992
7/25/2018 Crestview W1 TE Holdings, LLC 2,429 $10.1207

 

7/26/2018 Crestview W1 TE Holdings, LLC 2,173 $10.3970
7/27/2018 Crestview W1 TE Holdings, LLC 2,429 $10.5081
7/30/2018 Crestview W1 TE Holdings, LLC 1,832 $10.5817
7/31/2018 Crestview W1 TE Holdings, LLC 2,003 $10.9020
8/1/2018 Crestview W1 TE Holdings, LLC 2,003 $10.9187
8/2/2018 Crestview W1 TE Holdings, LLC 2,003 $10.8940
8/3/2018 Crestview W1 TE Holdings, LLC 2,003 $10.9087
8/6/2018 Crestview W1 TE Holdings, LLC 921 $11.0171
6/7/2018 Crestview W1 Co-Investors, LLC 4,333 $9.0052
6/8/2018 Crestview W1 Co-Investors, LLC 4,333 $9.2379
6/11/2018 Crestview W1 Co-Investors, LLC 4,000 $9.4764
6/12/2018 Crestview W1 Co-Investors, LLC 4,000 $9.5248
6/13/2018 Crestview W1 Co-Investors, LLC 5,111 $9.3015
6/14/2018 Crestview W1 Co-Investors, LLC 5,111 $9.3463
6/15/2018 Crestview W1 Co-Investors, LLC 5,111 $9.5168
6/18/2018 Crestview W1 Co-Investors, LLC 5,111 $9.6670
6/19/2018 Crestview W1 Co-Investors, LLC 5,111 $9.6228
6/20/2018 Crestview W1 Co-Investors, LLC 5,111 $9.7322
6/21/2018 Crestview W1 Co-Investors, LLC 5,111 $9.5184
6/22/2018 Crestview W1 Co-Investors, LLC 5,111 $9.9244
6/25/2018 Crestview W1 Co-Investors, LLC 6,333 $9.8401
6/26/2018 Crestview W1 Co-Investors, LLC 6,333 $9.7006
6/27/2018 Crestview W1 Co-Investors, LLC 6,333 $9.6494
6/28/2018 Crestview W1 Co-Investors, LLC 6,333 $9.5656
6/29/2018 Crestview W1 Co-Investors, LLC 6,333 $9.7566
7/2/2018 Crestview W1 Co-Investors, LLC 6,333 $9.7847
7/3/2018 Crestview W1 Co-Investors, LLC 6,333 $10.2275
7/5/2018 Crestview W1 Co-Investors, LLC 6,333 $10.5167
7/6/2018 Crestview W1 Co-Investors, LLC 6,333 $10.9948
7/9/2018 Crestview W1 Co-Investors, LLC 6,333 $11.3839
7/10/2018 Crestview W1 Co-Investors, LLC 7,222 $11.0027
7/11/2018 Crestview W1 Co-Investors, LLC 6,333 $10.6612
7/12/2018 Crestview W1 Co-Investors, LLC 6,333 $10.8932
7/13/2018 Crestview W1 Co-Investors, LLC 6,333 $10.9405
7/16/2018 Crestview W1 Co-Investors, LLC 5,222 $10.9979
7/17/2018 Crestview W1 Co-Investors, LLC 7,222 $10.9046
7/18/2018 Crestview W1 Co-Investors, LLC 5,778 $10.9054
7/19/2018 Crestview W1 Co-Investors, LLC 7,222 $10.8092
7/20/2018 Crestview W1 Co-Investors, LLC 6,333 $10.7408
7/23/2018 Crestview W1 Co-Investors, LLC 5,778 $10.6540
7/24/2018 Crestview W1 Co-Investors, LLC 6,333 $10.3992
7/25/2018 Crestview W1 Co-Investors, LLC 6,333 $10.1207

 

7/26/2018 Crestview W1 Co-Investors, LLC 5,667 $10.3970
7/27/2018 Crestview W1 Co-Investors, LLC 6,333 $10.5081
7/30/2018 Crestview W1 Co-Investors, LLC 4,778 $10.5817
7/31/2018 Crestview W1 Co-Investors, LLC 5,222 $10.9020
8/1/2018 Crestview W1 Co-Investors, LLC 5,222 $10.9187
8/2/2018 Crestview W1 Co-Investors, LLC 5,222 $10.8940
8/3/2018 Crestview W1 Co-Investors, LLC 5,222 $10.9087
8/6/2018 Crestview W1 Co-Investors, LLC 2,400 $11.0171

 

(1) The amount of shares represents the aggregate amount of shares that were purchased in the sales that were executed on each corresponding day.

 

(2) The price represents the approximate weighted average price per share of sales that were executed on each corresponding day.

 

 

 

 

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