WOW WideOpenWest Inc

Item 1.01          Entry into a Material Definitive Agreement.

On June 30, 2021, WideOpenWest, Inc. (the “Company”) entered into an Asset Purchase Agreement by and between the Company, WideOpenWest Ohio LLC, a Delaware limited liability company, WideOpenWest Cleveland LLC, a Delaware limited liability company, Atlantic Broadband (OH), LLC (“Atlantic”), a U.S. cable operator and subsidiary of Cogeco Communications Inc., and Atlantic Broadband Finance, LLC, a Delaware limited liability company (the “Atlantic Purchase Agreement”), whereby Atlantic agreed to acquire the Company’s Cleveland and Columbus, Ohio markets for approximately $1.125 billion, subject to adjustments, including customary working capital adjustments, as specified in the Atlantic Purchase Agreement. Either party may terminate the Atlantic Purchase Agreement if regulatory clearances are not obtained on or before six months from the date of the Atlantic Purchase Agreement, subject to a six-month extension if certain conditions are satisfied (provided that such outside date will not be a date that is later than three hundred sixty four days (364) after the date of the Atlantic Purchase Agreement). The Company is subject to a three-year non-solicitation and a five-year non-compete period following the closing and has agreed to provide Atlantic with certain transition services following the closing.

Also on June 30, 2021, the Company entered into an Asset Purchase Agreement with Radiate HoldCo, LLC, a telecommunications holding company affiliated with RCN Telecom Services LLC, Grande Communications Networks, LLC and WaveDivision Holdings, LLC (collectively, “Astound Broadband”) (the “Astound Purchase Agreement”), whereby Radiate HoldCo, LLC agreed to acquire the Company’s Illinois, Indiana and Anne Arundel, Maryland markets for approximately $661 million, subject to adjustments, including customary working capital adjustments, as specified in the Astound Purchase Agreement. Either party may terminate the Astound Purchase Agreement if regulatory clearances are not obtained on or before nine months from the date of the Astound Purchase Agreement, subject to a three-month extension if certain conditions are satisfied. The Company is subject to a two-year non-solicitation and a three-year non-competition period following the closing and has agreed to provide Astound with certain transition services following the closing.

Both transactions are expected to close in the second half of 2021. The closing of each transaction is subject to certain regulatory reviews and approvals and the satisfaction of other customary closing conditions.

The foregoing descriptions of the Atlantic Purchase Agreement and Astound Purchase Agreement (collectively, the “Purchase Agreements”) do not purport to be complete and each are qualified in its entirety by reference to the full text of the applicable purchase agreement, which are attached hereto as Exhibit 10.1 and 10.2, respectively to this Current Report on Form 8-K and incorporated herein by reference. Each of the Atlantic Purchase Agreement and Astound Purchase Agreement have been included to provide the Company’s stockholders with information regarding its terms. It is not intended to provide any other information about the Company or the respective purchasers or their respective subsidiaries and affiliates. The Purchase Agreements contain customary representations and warranties by each of the Company and respective purchasers. These representations and warranties were made solely for the benefit of the parties to the Purchase Agreements and (i) may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts, (ii) may have been qualified in the Purchase Agreements by confidential disclosure schedules that were delivered by and between the parties in connection with the signing of the Purchase Agreements, which disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Purchase Agreements, (iii) may be subject to a contractual standard of materiality applicable to the parties that differs from what a stockholder may view as material and (iv) may have been made only as of the date of the applicable Purchase Agreement or as of another date or dates as may be specified in the Purchase Agreements, and information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreements, which subsequent information may or may not be fully reflected in the Company’s public disclosures, if at all. Accordingly, stockholders should not rely upon representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or respective purchaser or their respective subsidiaries and affiliates.