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Comment Sought on Domestic 214 Transfer of Knology, Inc to Wideopenwes

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Released: May 22, 2012

PUBLIC NOTICE

Federal Communications Commission

News Media Information 202 / 418-0500

445 12th St., S.W.

Internet: http://www.fcc.gov

Washington, D.C. 20554

TTY: 1-888-835-5322

DA 12-805

Released: May 22, 2012

DOMESTIC SECTION 214 APPLICATION FILED FOR THE TRANSFER OF CONTROL OF

KNOLOGY, INC. AND ITS SUBSIDIARIES TO WIDEOPENWEST FINANCE, LLC

STREAMLINED PLEADING CYCLE ESTABLISHED

WC Docket No. 12-120

Comments Due: June 5, 2012
Reply Comments Due: June 12, 2012

On May 1, 2012, Knology, Inc. (Knology) and WideOpenWest Finance, LLC (WOW!)
(collectively, Applicants) filed an application1 pursuant to section 63.03 of the Commission’s rules,2
requesting approval for the transfer of control of Knology and its subsidiaries (Knology Companies) to
WOW!.
Knology, a Delaware corporation, provides telecommunications services in the Southeast, upper
Midwest, and Kansas regions through its operating subsidiaries. The Knology Companies3 provide
service in Alabama, Florida, Georgia, Iowa, Kansas, Kentucky, Minnesota, Missouri, Rhode Island, South
Carolina, South Dakota, and Tennessee. In Alabama, Georgia, and South Dakota, certain of the Knology
Companies provide service as rural incumbent local exchange carriers (incumbent LECs).
WOW!, a Delaware corporation, provides digital cable service, broadband services, and
competitive telecommunications and VoIP communications services in metropolitan areas of Indiana,


1 Domestic Section 214 Application for the Transfer of Control of Knology, Inc., and its Subsidiaries to
WideOpenWest Finance, LLC, WC Docket No. 12-120 (filed May 1, 2012) (Application). Applicants filed a
supplement to their application on May 18, 2012. Letter from Howard M. Liberman, Counsel for WideOpenWest
Finance, LLC to Marlene Dortch, Secretary, FCC, WC Docket 12-120 (filed May 18, 120) (WOW! May 18 Ex
Parte
Letter).
2 47 C.F.R § 63.03; see 47 U.S.C. § 214. Applicants also filed applications for transfer of control associated with
authorizations for international, private mobile, and IG radio services. Any action on this domestic section 214
application is without prejudice to Commission action on other pending applications.
3 Knology’s operating subsidiaries include the following U.S. entities: Globe Telecommunications, Inc., Knology
Community Telephone, Inc., Knology of Alabama, Inc., Knology of Florida, LLC, Knology of Georgia, Inc.,
Knology of Kansas, Inc., Knology of Kentucky, Inc., Knology of South Carolina, Inc., Knology of South Dakota,
Inc., Knology of Tennessee, Inc., Knology of the Black Hills, LLC, Knology of the Plains, Inc., Knology of the
Valley, Inc., Knology Provider Solutions Group, Inc., Knology Total Communications, Inc., Valley Telephone
Company, LLC, and Wiregrass Telecom, Inc.

Illinois, Michigan and Ohio through its operating subsidiaries.4 Applicants state that there is no
geographic overlap between any of WOW!’s services and any of those provided by Knology or the
Knology Companies. WOW! is privately-owned and controlled by Avista Capital Partners, L.P. (Avista),
a Delaware limited partnership.5 Racecar Holding, LLC, a Delaware limited liability holding company,
owns 100 percent of the equity interest in WOW! through wholly owned, intermediary holding
companies, including WideOpenWest Cleveland Inc., WideOpenWest Illinois, Inc., WideOpenWest
Ohio, Inc., WideOpenWest Networks, Inc., and WOW Sigecom, Inc., all of which are Delaware
corporations. Racecar Acquisition, LLC, a Delaware limited liability company, is a wholly owned
subsidiary of Racecar Holdings, LLC, a Delaware limited liability company whose principal business is
the ownership of the WOW! cable television systems and communications networks.
After consummation of the proposed transaction, Avista will have approximately a 20 percent
direct ownership interest in, and less than a 50 percent voting interest in Racecar Holdings, LLC. Avista
Capital Partners (Offshore), LP (Avista Offshore), a Bermuda exempt limited partnership, will have
approximately a five percent direct ownership interest in, and less than ten percent voting interest in
Racecar Holdings, LLC. Avista Capital Partners III, L.P. (Avista III), a Delaware limited partnership,
will have approximately a 20 percent direct ownership interest in, and less than a 50 percent voting
interest in Racecar Holdings, LLC.6 Avista Capital Partners GP, LLC (Avista GP), a Delaware limited
liability company, is the general partner of Avista and Avista Offshore. Avista Capital Partners III GP,
L.P. (Avista III GP), a Delaware limited partnership, is the general partner of Avista III and Avista
Offshore III. No limited partner of Avista, Avista Offshore, Avista III, Avista Offshore III, or Avista GP
will hold an interest of five percent or greater in Knology. Avista Capital Managing Member, LLC
(Avista Member), a Delaware limited liability company, is the managing member of Avista GP and the
general partner of Avista III GP. Therefore, Avista Member, through Avista, Avista Offshore, Avista III
and Avista Offshore II, will control Racecar Holdings, LLC.7 The only voting members of Avista
Member are: Thompson Dean, Steven Webster, David Burstahler, David Durkin, and OhSang Kwon, all
U.S. citizens.8 Northwestern Mutual Life Insurance Company, a Wisconsin company, will have an
approximately 20 percent direct, nonvoting ownership interest in Racecar Holdings, LLC. No other
person or entity will hold a ten percent or greater interest in WOW!.9


4 WOW!’s operating subsidiaries include the following: WideOpenWest Illinois, LLC, WideOpenWest Michigan,
LLC, WideOpenWest Mid-Michigan, LLC, WideOpenWest Ohio, LLC, Sigecom, LLC, WideOpenWest Cleveland,
LLC.
5 See WOW! May 18 Ex Parte Letter, Attach. C for the post-transaction ownership chart. Applicants state that all
entities identified in Attachment C are U.S. entities except for the two labeled as “Offshore.” Applicants affirm that
for each reference on Attachment C to “Insulated Limited Partners,” the relevant partnership’s limited partnership
agreement includes the insulating provisions specified in section 73.3555, n. 2(f) of the Commissions’ rules. 47
C.F.R § 73.3555, n. 2(f).
6 Applicants state that the precise ownership interest cannot be given because two new Avista investors, Avista III
and Avista Offshore III are in the process of raising funds. The size of the new funds relative to each other will not
be known until shortly before the closing of the proposed transaction. Also, the existing owners are being offered
preemptive rights with regard to the new equity being issued in connection with the acquisition, and to the extent
those owners elect to purchase any new equity, their election would reduce the amount of such new equity that is
available to other investors. Once the percentage of Avista III’s and Avista Offshore III’s ownership interest is
finalized, the equity interest held by Avista and Avista Offshore will also be adjusted.
7 Applicants state that after consummation of the proposed transaction, Avista will be reduced to less than a
controlling interest but, together with commonly-controlled Avista III, will continue to control WOW!.
8 Each voting member has one vote; however, Mr. Dean and Mr. Webster each have a veto.
9 Applicants state that there may be some other minor changes to the post-transaction structure. Knology’s
operating subsidiaries may be converted from corporations to limited liability companies. The Knology operating
entities may be directly held by WOW!, with Knology, in turn, becoming one of the intermediate entities holding an

The proposed transaction arises from an Agreement and Plan of Merger, pursuant to which an
indirect subsidiary of WOW! will acquire Knology in an all-cash transaction. WOW! created a merger
entity, Kingston Merger Sub, Inc., which will be merged with and into Knology. Upon consummation of
the proposed transaction, Knology will be the surviving entity, and the Knology Companies will be
indirect, wholly-owned subsidiaries of WOW!. Applicants state that the proposed transaction is entitled
to presumptive streamlined treatment under section 63.03(b)(2)(ii) of the Commission’s rules10 and that a
grant of the application will serve the public interest, convenience, and necessity.
Domestic Section 214 Application Filed for the Transfer of Control of Knology, Inc. and its
Subsidiaries to WideOpenWest Finance, LLC, WC Docket No. 12-120 (filed May 1, 2012).

GENERAL INFORMATION

The transfer of control identified herein has been found, upon initial review, to be acceptable for
filing as a streamlined application. The Commission reserves the right to return any transfer application
if, upon further examination, it is determined to be defective and not in conformance with the
Commission’s rules and policies. Pursuant to section 63.03(a) of the Commission’s rules, 47 CFR §
63.03(a), interested parties may file comments on or before June 5, 2012, and reply comments on or
before June 12, 2012.
Pursuant to section 63.52 of the Commission’s rules, 47 C.F.R. § 63.52,
commenters must serve a copy of comments on the Applicants no later than the above comment filing
date. Unless otherwise notified by the Commission, the Applicants may transfer control on the 31st day
after the date of this notice.11
Pursuant to section 63.03 of the Commission’s rules, 47 CFR § 63.03, parties to this proceeding
should file any documents in this proceeding using the Commission’s Electronic Comment Filing System
(ECFS): http://fjallfoss.fcc.gov/ecfs2/.

In addition, e-mail one copy of each pleading to each of the following

:
1) Tracey Wilson, Competition Policy Division, Wireline Competition Bureau,
tracey.wilson@fcc.gov;
2) Dennis Johnson, Competition Policy Division, Wireline Competition Bureau,
dennis.johnson@fcc.gov;
3) David Krech, Policy Division, International Bureau, david.krech@fcc.gov; and
4) Jim Bird, Office of General Counsel, jim.bird@fcc.gov.
People with Disabilities: To request materials in accessible formats for people with disabilities
(braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the
Consumer & Governmental Affairs Bureau at (202) 418-0530 (voice), (202) 418-0432 (tty).





interest in WOW! Applicants state that WOW! will notify the Commission if a determination is made to make any
such changes. Applicants state that ultimate control of WOW! and Knology will, in any event, remain unchanged.
10 47 C.F.R. § 63.03(b)(2)(ii).
11 Such authorization is conditioned upon receipt of any other necessary approvals from the Commission in
connection with the proposed transaction.

The proceeding in this Notice shall be treated as a “permit-but-disclose” proceeding in
accordance with the Commission’s ex parte rules.12 Persons making ex parte presentations must file a
copy of any written presentation or a memorandum summarizing any oral presentation within two
business days after the presentation (unless a different deadline applicable to the Sunshine period applies).
Persons making oral ex parte presentations are reminded that memoranda summarizing the presentation
must (1) list all persons attending or otherwise participating in the meeting at which the ex parte
presentation was made, and (2) summarize all data presented and arguments made during the
presentation. If the presentation consisted in whole or in part of the presentation of data or arguments
already reflected in the presenter’s written comments, memoranda or other filings in the proceeding, the
presenter may provide citations to such data or arguments in his or her prior comments, memoranda, or
other filings (specifying the relevant page and/or paragraph numbers where such data or arguments can be
found) in lieu of summarizing them in the memorandum. Documents shown or given to Commission
staff during ex parte meetings are deemed to be written ex parte presentations and must be filed
consistent with rule 1.1206(b), 47 C.F.R. § 1.1206(b). Participants in this proceeding should familiarize
themselves with the Commission’s ex parte rules.
For further information, please contact Tracey Wilson at (202) 418-1394 or Dennis Johnson at
(202) 418-0809.


12 47 C.F.R. §§ 1.1200 et seq.

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