Upgrade to SI Premium - Free Trial

Form SC 13G WideOpenWest, Inc. Filed by: Avista Capital Partners, L.P.

February 12, 2018 4:39 PM

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

WideOpenWest, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

96758W 101

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

The information required in 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. 96758W 101

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Avista Capital Partners, L.P.

20-4464005

 

 

2

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

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place or Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
8,571,180*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
8,571,180*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,571,180*

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
9.66%†

 

 

12

Type of Reporting Person (See Instructions)
PN

 

* See Item 4.

 

† See Item 4.

 

2


 

CUSIP No. 96758W 101

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Avista Capital Partners (Offshore), L.P.

22-3934137

 

 

2

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

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place or Organization
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
2,260,143*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
2,260,143*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,260,143*

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
2.55%†

 

 

12

Type of Reporting Person (See Instructions)
PN

 

* See Item 4.

 

† See Item 4.

 

3


 

CUSIP No. 96758W 101

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Avista Capital Holdings, L.P.

20-3345897

 

 

2

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

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place or Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
13,420*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
13,420*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
13,420*

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.02%†

 

 

12

Type of Reporting Person (See Instructions)
PN

 

* See Item 4.

 

† See Item 4.

 

4


 

CUSIP No. 96758W 101

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Avista Capital Partners III, L.P.

20-4464005

 

 

2

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

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place or Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
5,189,636*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
5,189,636*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,189,636*

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.85%†

 

 

12

Type of Reporting Person (See Instructions)
PN

 

* See Item 4.

 

† See Item 4.

 

5


 

CUSIP No. 96758W 101

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Avista Capital Partners (Offshore) III, L.P.

98-1007852

 

 

2

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

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place or Organization
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,531,596*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,531,596*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,531,596*

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
1.73%†

 

 

12

Type of Reporting Person (See Instructions)
PN

 

* See Item 4.

 

† See Item 4.

 

6


 

CUSIP No. 96758W 101

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Avista Capital Partners (Offshore) III-A, L.P.

98-1101269

 

 

2

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

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place or Organization
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,362,097*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,362,097*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,362,097*

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
1.53%†

 

 

12

Type of Reporting Person (See Instructions)
PN

 

* See Item 4.

 

† See Item 4.

 

7


 

CUSIP No. 96758W 101

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

ACP Racecar Co-Invest, LLC

45-5432097

 

 

2

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

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place or Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
18,059,208*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
18,059,208*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
18,059,208*

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
20.34%†

 

 

12

Type of Reporting Person (See Instructions)
OO

 

* See Item 4.

 

† See Item 4.

 

8


 

CUSIP No. 96758W 101

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

ACP Racecar Co-Invest II, LLC

81-2390813

 

 

2

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

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place or Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
896,194*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
896,194*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
896,194*

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
1.01%†

 

 

12

Type of Reporting Person (See Instructions)
OO

 

* See Item 4.

 

† See Item 4.

 

9


 

CUSIP No. 96758W 101

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Avista Capital Managing Member, LLC

20-8292253

 

 

2

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

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place or Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
37,883,474*

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
37,883,474*

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
37,883,474*

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
42.68%†

 

 

12

Type of Reporting Person (See Instructions)
OO

 

* See Item 4.

 

† See Item 4.

 

10


 

Item 1

 

(a)

Name of Issuer:
WideOpenWest, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:

7887 East Belleview Avenue, Suite 1000

Englewood, CO 80111

 

Item 2

 

(a)

Name of Person Filing:

 

(b)

Address of Principal Business Office or, if none, Residence:

 

(c)

Citizenship:

This Schedule 13G is being filed jointly on behalf of the following reporting persons: (i) Avista Capital Partners, L.P., a Delaware limited partnership, (ii) Avista Capital Partners (Offshore), L.P., a Bermuda limited partnership (iii) Avista Capital Holdings, L.P., a Delaware limited partnership, (iv) Avista Capital Partners III, L.P., a Delaware limited partnership, (v) Avista Capital Partners (Offshore) III, L.P., a Bermuda limited partnership, (vi) Avista Capital Partners (Offshore) III-A, L.P., a Bermuda limited partnership, (vii) ACP Racecar Co-Invest, LLC, a Delaware limited liability company and (viii) ACP Racecar Co-Invest II, LLC, a Delaware limited liability company.

 

The address of the principal business office of the reporting persons is:

 

c/o Avista Capital Partners

65 East 55th Street, 18th Floor

 

(d)

Title of Class of Securities:
Common Stock, par value $0.01 per share

 

(e)

CUSIP Number:
96758W 101

 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

11


 

Item 4

Ownership

 

(a)

Amount beneficially owned:   

Avista Capital Managing Member, LLC ultimately exercises voting and dispositive power over the 8,571,180 shares of Common Stock held by Avista Capital Partners, L.P., the 2,260,143 shares of Common Stock held by Avista Capital Partners (Offshore), L.P., the 13,420 shares of Common Stock held by Avista Capital Holdings, L.P., the 5,189,636 shares of Common Stock held by Avista Capital Partners III, L.P., the 1,531,596 shares of Common Stock held by Avista Capital Partners (Offshore) III, L.P., the 1,362,097 shares of Common Stock held by Avista Capital Partners (Offshore) III-A, L.P., the 18,059,208 shares of Common Stock held by ACP Racecar Co-Invest, LLC and the 896,194 shares of Common Stock held by ACP Racecar Co-Invest II, LLC. Voting and disposition decisions at Avista Capital Managing Member, LLC with respect to those shares are made by an investment committee, the members of which are Thompson Dean, Steven Webster, David Burgstahler and Sriram Venkataraman. Each of the members of the investment committee disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

 

(b)

Percent of class:   

As of the date hereof, each of the reporting persons may be deemed to be the beneficial owner of the percentage of shares of common stock listed on such reporting person’s cover page, calculated based upon 88,771,710 shares of common stock outstanding as of November 8, 2017, as reported in the issuer’s Form 10-Q for the quarterly period ended September 30, 2017, as filed with the Securities and Exchange Commission.

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

 

 

 

See the cover pages for each of the reporting persons.

 

Item 5

Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not Applicable.

 

 

Item 8

Identification and Classification of Members of the Group.

 

See Exhibit A.

 

 

Item 9

Notice of Dissolution of Group:

 

Not Applicable.

 

12


 

Item 10

Certification:

 

Not Applicable.

 

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: February 12, 2018

 

 

AVISTA CAPITAL PARTNERS, L.P.

 

By:

Avista Capital Partners GP, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.

 

By:

Avista Capital Partners GP, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

AVISTA CAPITAL HOLDINGS, L.P.

 

By:

Avista Capital Partners GP, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

AVISTA CAPITAL PARTNERS III, L.P.

 

By:

Avista Capital Partners III GP, L.P.

its General Partner

 

By:

Avista Capital Managing Member, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

AVISTA CAPITAL PARTNERS (OFFSHORE) III, L.P.

 

By:

Avista Capital Partners III GP, L.P.

its General Partner

 

By:

Avista Capital Managing Member, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

13


 

 

AVISTA CAPITAL PARTNERS (OFFSHORE) III-A, L.P.

 

By:

Avista Capital Partners III GP, L.P.

its General Partner

 

By:

Avista Capital Managing Member, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

ACP RACECAR CO-INVEST, LLC

 

By:

Avista Capital Partners III GP, L.P.

its Manager

 

By:

Avista Capital Managing Member, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

ACP RACECAR CO-INVEST II, LLC

 

By:

Avista Capital Partners III GP, L.P.

its Manager

 

By:

Avista Capital Managing Member, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

14


 

EXHIBIT INDEX

 

Exhibit No.

 

 

A

 

Joint Filing Agreement, dated February 12, 2018, by and among Avista Capital Partners, L.P., Avista Capital Partners (Offshore), L.P., Avista Capital Holdings, L.P., Avista Capital Partners III, L.P., Avista Capital Partners (Offshore) III, L.P., Avista Capital Partners (Offshore) III-A, L.P., ACP Racecar Co-Invest, LLC and ACP Racecar Co-Invest II, LLC.

 

15


 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the signatories of the Statement on Schedule 13G to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

 

Dated: February 12, 2018

 

 

AVISTA CAPITAL PARTNERS, L.P.

 

By:

Avista Capital Partners GP, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

 

 

AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.

 

By:

Avista Capital Partners GP, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

 

 

AVISTA CAPITAL HOLDINGS, L.P.

 

By:

Avista Capital Partners GP, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

 

 

AVISTA CAPITAL PARTNERS III, L.P.

 

By:

Avista Capital Partners III GP, L.P.

its General Partner

 

By:

Avista Capital Managing Member, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

 

 

AVISTA CAPITAL PARTNERS (OFFSHORE) III, L.P.

 

By:

Avista Capital Partners III GP, L.P.

its General Partner

 

By:

Avista Capital Managing Member, LLC

its General Partner

 

16


 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

AVISTA CAPITAL PARTNERS (OFFSHORE) III-A, L.P.

 

By:

Avista Capital Partners III GP, L.P.

its General Partner

 

By:

Avista Capital Managing Member, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

ACP RACECAR CO-INVEST, LLC

 

By:

Avista Capital Partners III GP, L.P.

its Manager

 

By:

Avista Capital Managing Member, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

 

ACP RACECAR CO-INVEST II, LLC

 

By:

Avista Capital Partners III GP, L.P.

its Manager

 

By:

Avista Capital Managing Member, LLC

its General Partner

 

 

 

 

By:

/s/ Ben Silbert

 

Name:

Ben Silbert

 

Title:

Authorized Representative

 

17

Categories

SEC Filings