WideOpenWest (WOW) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger, where the company will be acquired and taken private by affiliates of DigitalBridge and Crestview, with each share converted into $5.20 in cash, representing a significant premium to recent trading prices.

• The Board, following a Special Committee's recommendation, unanimously supports the merger, citing a thorough process, lack of superior alternatives, and the certainty of all-cash consideration.

• The Special Committee, composed of independent directors, led negotiations, evaluated alternatives, and obtained a fairness opinion from Centerview Partners, which concluded the merger consideration is fair to unaffiliated shareholders.

• The merger is structured as a “going private” transaction, after which the company will be delisted and deregistered.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) potential adjournment of the meeting to solicit more proxies if needed.

• Approval of the merger requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Rollover Stockholders, holding about 37% of voting power, have agreed to vote in favor of the merger.

Board of directors and corporate governance

• The Special Committee, independent of Crestview and DigitalBridge, was delegated full authority to evaluate and negotiate the transaction.

• The Board and Special Committee met frequently over 15 months, considered alternatives, and engaged independent legal and financial advisors.

• After the merger, the company’s officers will remain in place, but the board will be replaced by directors designated by the acquirer.