WideOpenWest (WOW) Proxy Filing summary

Executive summary

• A special committee of independent directors was formed to evaluate a merger proposal, ultimately recommending a $5.20 per share all-cash acquisition by affiliates of DigitalBridge and Crestview, representing a 37.2% premium to the unaffected price and a 53.8% premium to the price before the merger announcement.

• The merger will result in the company becoming a privately held indirect subsidiary of Bandit Parent, LP, with public shareholders cashed out and shares delisted from NYSE.

• The special committee, with independent legal and financial advisors, conducted a thorough process, including outreach to other potential acquirers, and received a fairness opinion from Centerview Partners LLC.

• The board and special committee unanimously recommend shareholders vote FOR the merger, the non-binding compensation proposal, and the adjournment proposal if needed.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if more votes are 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 was composed entirely of independent, disinterested directors, empowered to negotiate, reject, or recommend the transaction.

• The board and special committee met frequently over 15 months, considered alternatives, and negotiated improved terms.

• After the merger, the company’s officers will remain in place, but the board will be replaced by appointees of the new parent.