WideOpenWest (WOW) Proxy Filing summary

Executive summary

• Entered into a definitive Agreement and Plan of Merger on August 11, 2025, with Bandit Parent, LP and Bandit Merger Sub, Inc., affiliates of DigitalBridge Partners III, LP and Crestview Partners, to take the company private at $5.20 per share in cash, subject to shareholder and regulatory approval.

• Crestview Partners, already a 37% shareholder, will roll over its equity and support the transaction under a Voting, Support and Rollover Agreement.

• Upon closing, shares will be delisted from the NYSE and deregistered under the Exchange Act.

• The merger is not contingent on Parent obtaining financing; DigitalBridge Partners III, LP has committed equity financing.

Voting matters and shareholder proposals

• The board, on the unanimous recommendation of a special committee of independent directors, approved the merger and recommends shareholders vote in favor.

• The merger requires approval by a majority of outstanding shares entitled to vote.

• Rollover shareholders have agreed to vote their shares in favor of the merger.

• Shareholders will receive a proxy statement and Schedule 13E-3 with full details before voting.

Board of directors and corporate governance

• A special committee of independent and disinterested directors was established to evaluate and negotiate the merger.

• The special committee and full board determined the transaction is fair and in the best interests of unaffiliated shareholders.

• The board received a fairness opinion from Centerview Partners, LLC.