WideOpenWest Finance, LLC WideOpenWest Capital Corp.

Transcription

1 Prospectus WideOpenWest Finance, LLC WideOpenWest Capital Corp. Offer to Exchange $725,000,000 aggregate principal amount of outstanding % Senior Notes due 2019, which have been registered under the Securities Act of 1933, as amended, for any and all of their outstanding $725,000, % Senior Notes due 2019 and $295,000,000 aggregate principal amount of outstanding % Senior Subordinated Notes due 2019, which have been registered under the Securities Act of 1933, as amended, for any and all of their outstanding $295,000, % Senior Subordinated Notes due 2019 The New Notes We are offering to exchange our new % Senior Notes due 2019, which have been registered under the Securities Act of 1933, as amended (the Securities Act ) ( new senior notes ) for our currently outstanding % Senior Notes due 2019 (the outstanding senior notes ) and our % Senior Subordinated Notes due 2019 (the new senior subordinated notes and together with the new senior notes, the new notes ) for a like aggregate principal amount of outstanding % Senior Subordinated Notes due 2019 (the outstanding senior subordinated notes and together with the outstanding senior notes the old notes ) on the terms and subject to the conditions detailed in this prospectus and the accompanying letter of transmittal. The terms of the new notes to be issued are identical in all material respects to the old notes, except that the new notes have been registered under the Securities Act and will not have any of the transfer restrictions relating to the old notes. The new notes will represent the same debt as the old notes and will be issued under the same indentures. The new notes will not be listed on any exchange, listing authority or quotation system. Currently, there is no public market for the old notes or the new notes. The Exchange Offer The exchange offer expires at 5:00 p.m., New York City time, on May 22, 2013, unless extended by us in our sole discretion. All old notes that are validly tendered and not validly withdrawn will be exchanged. Tenders of old notes may be withdrawn any time prior to the expiration of the exchange offer. To exchange your old notes, you are required to make the representations described beginning on page 109 to us. The exchange of the old notes will not be a taxable exchange for U.S. federal income tax purposes. We will not receive any proceeds from the exchange offer. You should read the section called The Exchange Offer for further information on how to exchange your old notes for new notes. Current and future holders of the old notes who do not participate in the exchange offer will not be entitled to any future registration rights, and will not be permitted to transfer their old notes absent an available exemption from registration. Upon completion of the exchange offer, we will have no further obligation to register and currently do not anticipate that we will register the old notes under the Securities Act. See Risk Factors beginning on page 20 to read about the risks you should consider prior to tendering your old notes in the exchange offer. Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. See Plan of Distribution. None of the Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is April 22, 2013

2 TABLE OF CONTENTS WHERE YOU CAN FIND MORE INFORMATION... i MARKET AND INDUSTRY DATA... ii NON-GAAP FINANCIAL MEASURES... ii CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS... iii PROSPECTUS SUMMARY... 1 RISK FACTORS USE OF PROCEEDS UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF WOW MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS MANAGEMENT EXECUTIVE AND MANAGER COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS DESCRIPTION OF OTHER INDEBTEDNESS THE EXCHANGE OFFER DESCRIPTION OF THE NEW SENIOR NOTES DESCRIPTION OF SENIOR SUBORDINATED NOTES BOOK-ENTRY SYSTEM U.S. FEDERAL INCOME TAX CONSIDERATIONS CERTAIN ERISA CONSIDERATIONS PLAN OF DISTRIBUTION LEGAL MATTERS EXPERTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS... F-1

3 Prospective investors should not construe anything in this prospectus as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to participate in the exchange offer under applicable laws or regulations. We have not authorized any person to give you any information or to make any representations about the exchange offer other than those contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information or representations that others may give you. This prospectus is not an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates. In addition, this prospectus is not an offer to sell or the solicitation of an offer to buy those securities in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make an offer or solicitation. The delivery of this prospectus and any exchange made under this prospectus do not, under any circumstances, mean that there has not been any change in the affairs of WideOpenWest Finance, LLC, WideOpenWest Capital Corp. or their respective parents or subsidiaries since the date of this prospectus or that information contained in this prospectus is correct as of any time subsequent to its date. WHERE YOU CAN FIND MORE INFORMATION We have filed with the SEC a registration statement on Form S-4 under the Securities Act, covering the new notes. This prospectus, which is a part of the registration statement, does not contain all of the information included in the registration statement. Any statement made in this prospectus concerning the contents of any contract, agreement or other document is not necessarily complete. For further information regarding our company and the new notes, please refer to the registration statement, including its exhibits. If we have filed any contract, agreement or other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the documents or matter involved. We will provide you without charge, upon written or oral request, a copy of any and all of these documents, including the form of new notes and the indentures governing the notes. We must receive your request no later than five days before the expiration date of the exchange offer so you can obtain timely delivery. Requests for copies should be directed to: 7887 East Belleview Avenue, Suite 1000, Englewood, Colorado 80111; Attention: Richard E. Fish, Jr., telephone (720) As a result of the exchange offer, we will become subject to the periodic reporting and other information requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ). You may read and copy any reports or other information filed by us with the SEC at the SEC s public reference room at 100 F Street, NE, Washington, DC You may call the SEC at SEC-0330 for further information on the operation of the public reference room. Our filings will also be available to the public via the Internet at the SEC s website at and, as soon as reasonably practicable after the SEC declares our registration effective, under the heading Investor Relations on our corporate website at By referring to our website and the SEC s website, we do not incorporate such websites or their contents into this prospectus. Our reports and other information that we have filed, or may file in the future, with the SEC are not incorporated by reference into and do not constitute part of this prospectus. Information may also be obtained from us at WideOpenWest Finance, LLC, 7887 East Belleview Avenue, Suite 1000, Englewood, Colorado 80111; Attention: Richard E. Fish, Jr., telephone (720) Under the indentures under which the new notes will be issued (and the outstanding notes were issued), we have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, for so long as any of the notes remain outstanding, we (not including our subsidiaries) will furnish to the holders of the notes copies of all quarterly and annual financial information that would i

4 be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if we were required to file such forms, and all current reports that would be required to be filed with the SEC on Form 8-K, if we were required to file such reports, in each case within the time periods specified in the indenture. In addition, following the effectiveness of the Registration Statement, whether or not required by the rules and regulations of the SEC, we will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the indenture. As long as any notes remain outstanding, we will make information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act available to holders of the notes, securities analysts and prospective investors upon request. See Description of New Senior Notes Certain Covenants Reports, and Description of New Senior Subordinated Notes Certain Covenants Reports. MARKET AND INDUSTRY DATA In this prospectus we refer to information regarding market data obtained from internal sources, market research, publicly available information and industry publications. We have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, while we believe our estimates to be accurate as of the date of this prospectus, they have not been verified by any independent sources and may prove to be inaccurate because of the methods by which we obtained certain data for our estimates and because this information cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in a survey of market size. In addition, the provided market data is not a guaranty of future market characteristics, and actual results may differ from the projections and estimates contained in these reports or publications because consumption patterns and consumer preferences can and do change. Estimates are inherently uncertain, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading Risk Factors in this prospectus. NON-GAAP FINANCIAL MEASURES We have included certain non-gaap financial measures in this prospectus, including adjusted earnings before the cumulative effect of accounting change, interest, income taxes, depreciation and amortization, or Adjusted EBITDA, and Pro Forma Adjusted EBITDA. We believe that the presentation of Adjusted EBITDA enhances an investor s understanding of our financial performance. We believe that Adjusted EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business. We believe that Adjusted EBITDA will provide investors with a useful tool for assessing the comparability between periods of our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. We use Adjusted EBITDA for business planning purposes and in measuring our performance relative to that of our competitors. We believe Adjusted EBITDA and Pro Forma Adjusted EBITDA is a measure commonly used by investors to evaluate our performance and that of our competitors. Adjusted EBITDA and Pro Forma Adjusted EBITDA are not presentations made in accordance with GAAP and our use of the terms Adjusted EBITDA and Pro Forma Adjusted EBITDA varies from others in our industry. Adjusted EBITDA and Pro Forma Adjusted EBITDA should not be considered as alternatives to net income (loss), operating income or any other performance measures derived in accordance with GAAP as measures of operating performance or operating cash flows or as measures of liquidity. ii

5 Adjusted EBITDA and Pro Forma Adjusted EBITDA have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. For example, Adjusted EBITDA and Pro Forma Adjusted EBITDA: exclude certain tax payments that may represent a reduction in cash available to us; do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future; do not reflect changes in, or cash requirements for, our working capital needs; and do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt. In calculating Adjusted EBITDA, we add back certain non-cash charges and expenses (including equity based compensation expense) and other income and expenses, as further defined in our existing credit facilities. We provide a reconciliation of Adjusted EBITDA to our net (loss) income, which is the most directly comparable GAAP financial measure. See the notes to the tables under the headings Summary Summary Historical Consolidated Financial Data of WOW and Summary Summary Historical Consolidated Financial Data of Knology. In calculating Pro Forma Adjusted EBITDA, we give effect to cost savings related to the acquisition of Knology, Inc. and cost savings associated with a contracted switch in billing services providers. This definition is not necessarily the same as that in the indentures governing the new notes or our Senior Secured Credit Facilities. We provide a reconciliation of Pro Forma Adjusted EBITDA to our net (loss) income, which is the most directly comparable GAAP financial measure. See the notes to the tables under the heading Summary Summary Unaudited Pro Forma Condensed Combined Financial and Other Data. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this prospectus that are not historical facts are forward-looking statements. Such forward-looking statements, which reflect our current views of future events and financial performance, involve certain risks and uncertainties. Forward-looking statements include all statements that are not historical fact and can be identified by terms such as may, intend, might, will, should, could, would, anticipate, expect, believe, estimate, plan, project, predict, potential, or the negative of these terms. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Many factors could affect our actual financial results and could cause actual results to differ materially from those expressed in the forward-looking statements. Some important factors include: the wide range of competition we face in our business; conditions in the economy, including economic uncertainty or downturn, high unemployment levels and the level of activity in the housing sector; our ability to offset increased direct costs, particularly programming, with price increases; plans to develop future networks and upgrade facilities; the current and future markets for our services and products; lower demand for our services; iii

6 competitive and technological developments; our exposure to the credit risk of customers, vendors and other third parties; possible acquisitions, alliances or dispositions; the effects of regulatory changes on our business; a depressed economy or natural disasters in the areas where we operate; our substantial level of indebtedness; certain covenants in our debt documents; our failure to realize the anticipated benefits of acquisitions in the expected time frame or at all; our expectations with respect to the integration and results of operations of Knology, Inc. and the impact of the acquisition; other risks referenced in the section of this prospectus entitled Risk Factors ; and our ability to manage the risks involved in the foregoing. In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this prospectus may not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. iv

7 PROSPECTUS SUMMARY This summary contains basic information about the Company and the exchange offer. This summary highlights only selected information from this prospectus. This summary is not complete and may not contain all of the information that is important to you and that you should consider before deciding whether or not to participate in the exchange offer. For a more complete understanding of the Company and the exchange offer, you should read this entire prospectus. In this prospectus, unless otherwise stated or unless the context otherwise requires, the Company, we, us and our refer to WideOpenWest Finance, LLC, and its consolidated subsidiaries. With respect to the discussion of the terms of the new notes on the cover page, in the section entitled Summary The Exchange Offer and in the sections entitled Description of New Senior Notes and Description of New Senior Subordinated Notes, we, our, and us refer only to WideOpenWest Finance, LLC and not any of its subsidiaries. References to Capital Corp refer to WideOpenWest Capital Corp. References to WOW refer to WideOpenWest Finance, LLC, and its consolidated subsidiaries. References to Knology refer to Knology, Inc. and its consolidated subsidiaries prior to the Transactions. References to pro forma or on a pro forma basis refer to giving pro forma effect to the Transactions as described herein. References to combined or consolidated refer to WOW and Knology on an aggregate basis after giving effect to the Transactions. The old notes, consisting of the % Senior Notes due 2019 and the % Senior Subordinated Notes due 2019, which were issued on July 17, 2012, and the new notes, consisting of the % Senior Notes due 2019 and the % Senior Subordinated Notes due 2019 offered pursuant to this prospectus, are sometimes collectively referred to in this prospectus as the notes. Our Business We are a leading fully integrated provider of residential and commercial high-speed data, video and telephony services to over 825,000 customers in 19 Midwestern and Southeastern markets in the United States. We believe our diversified asset portfolio provides an attractive balance of market exposures, competitors and demographics. We began our operations over 10 years ago and have developed what we believe to be a competitively differentiated brand and a strong market position. Since our inception, our strategy has been to provide bundled high-speed data, video and telephony services via our fully upgraded, advanced network with 100% 750 MHz or greater capacity and high availability. In addition, we are augmenting the growth of our core residential business through a focused expansion of our commercial segment and capital efficient network edge-out into communities adjacent to our current footprint. We believe our high-value bundled product offering, customer-centric operating philosophy, technically advanced network and experienced management team have driven superior operating and financial performance compared to our peers. Our reputation as an industry leader, particularly with respect to customer experience, has been consistently recognized by independent third parties. For example, WOW has been recognized by Consumer Reports Magazine (#1 U.S. cable provider for five out of the last six years), PC Magazine and J.D. Power and Associates (highest customer satisfaction 17 times in the last 8 years). We believe the acquisition of Knology, Inc. ( Knology ) will solidify our position as a leading provider of triple-play (high-speed data, video and telephony) and other advanced communication services. The combination increased our geographic and competitive diversification and created a clustered footprint that will cover 19 markets in the Midwestern and Southeastern U.S. On a combined basis as of December 31, 2012, we were the ninth largest cable company in the U.S. based on the number of video subscribers and our systems pass over 2,962,200 homes and serve 825,700 customers. We believe WOW s and Knology s fully upgraded networks are complementary and have begun to realize significant cost savings by eliminating duplicative resources and achieving scale efficiencies. We 1

8 believe there is also potential for significant longer-term operational efficiencies that will improve our profitability. For the year ended December 31, 2012, on a pro forma basis, we generated revenue of $1,197.8 million and Pro Forma Adjusted EBITDA of $455.2 million. See Summary Summary Unaudited Pro Forma Condensed Combined Financial and Other Data. Our Combined Systems With the acquisition of Knology, we now manage and operate broadband cable systems in both the Midwest and Southeastern regions of the United States. The Midwestern broadband systems are located in Detroit and Lansing, Michigan; Chicago, Illinois; Cleveland and Columbus, Ohio; Evansville, Indiana; Rapid City and Sioux Falls, South Dakota; and Lawrence, Kansas. The Southeastern broadband systems are located in Augusta, Columbus and West Point, Georgia; Charleston, South Carolina; Dothan, Huntsville, and Montgomery, Alabama; Knoxville, Tennessee; and Panama City and Pinellas County, Florida. As of December 31, 2012, these networks passed approximately 2,962,200 homes and served approximately 825,700 total customers, reflecting a total customer penetration rate of 28%. Within these markets, we typically operate in affluent suburban communities and have a customer base with income levels above the national average, a propensity to purchase higher-margin bundled services and a history of low churn rates. We believe we have one of the most technically advanced and uniform networks in the industry with 750 MHz or greater capacity (excluding our recently acquired Lansing system for which a 750 MHz upgrade is in process) and high availability for delivery of a full suite of products including high-speed data, video, telephony, video-on-demand ( VOD ) and high-definition video ( HD ). Because this network was originally built and designed to offer at least 750 MHz, we believe that our plant is more efficient and flexible than upgraded or rebuilt systems of comparable bandwidth. Given the advanced and uniform nature of our next generation network, we are able to maintain the network relatively inexpensively, launch new services quickly and efficiently and maintain our own telephony infrastructure. We believe our advanced plant will allow us to continue to roll out competitive HD channel line ups and higher data speeds without major capital requirements. We compete against operators of satellite video service, local telephone companies and other cable operators. AT&T is the incumbent telephone service provider in these markets. We estimate that AT&T offers its U-verse service in approximately 40% of WOW s footprint. We only compete against Verizon in the Pinellas market where Verizon FiOS is offered. Comcast and Time Warner are our chief cable competitors in the Midwest U.S. Comcast, Bright House and Charter are our chief cable competitors in the Southeast U.S. The Transactions On July 17, 2012, WOW and its wholly owned subsidiary Kingston Merger Sub, Inc. ( Merger Subsidiary ) consummated a merger with Knology (the Acquisition ), pursuant to which, among other things, Merger Subsidiary was merged with and into Knology (the Knology Merger ), with Knology surviving the Merger as a wholly owned subsidiary of WOW (collectively, the Transactions ). WOW completed the merger in order to expand its market presence in the Midwestern and Southeastern U.S. and further generate operating synergies. The effects of the Knology Merger are included in the Company s consolidated financial statements beginning July 17,

9 The Company paid cash consideration of $750 million, net of cash acquired of $57 million and before direct acquisition costs, to acquire all of the outstanding shares of Knology for $19.75 per share as follows (amounts in millions): Cash paid to Knology shareholders... $807 Knology cash acquired... (57) $750 The Company also repaid the existing Knology debt of $733 million, including accrued interest and an outstanding swap, but excluding capital lease obligations, upon completion of the Knology Merger on July 17, In addition, in connection with the consummation of the Acquisition, on July 17, 2012, we entered into a senior secured term loan facility in an initial aggregate principal amount of $1,920 million (the Original Term Facility ) and a senior secured revolving credit facility in an initial aggregate principal amount equal to $200 million (the Original Revolving Facility ) with Credit Suisse AG as sole administrative agent and collateral agent, as amended by that first amendment (the First Amendment ) dated April 1, 2013 (as amended, the Senior Secured Credit Facilities ). The First Amendment provided for the refinancing of the Original Term Facility and Original Revolving Facility, resulting in new a $200 million senior secured revolving credit facility ( Revolving Facility ), $1,560.4 million senior secured term loan facility ( Term B Facility ) and $400 million senior secured term loan facility ( Term B-1 Facility and, together with the Term B Facility, the Term Facility ). We used additional proceeds from the First Amendment to pay fees and expenses associated with the transaction, including a 1% soft call premium on the Original Term Facility. See Description of Other Indebtedness. Avista Capital Holdings, L.P. and its affiliates ( Avista or the Sponsor ), along with WOW management, also invested $200 million in equity concurrently with the consummation of the Acquisition to add to Avista s current equity position in WOW. The $200 million of equity invested in the Transactions was contributed by Avista Capital Partners, L.P. ( Fund I ), Avista Capital Partners III, L.P. ( Fund III ), Avista co-investors (through a feeder vehicle managed by Avista) and management. The Sponsor Avista is a leading private equity firm with offices in New York, New York, Houston, Texas and London, England. Founded in 2005 as a spin-out from the DLJ Merchant Banking Partners franchise, Avista s strategy is to make controlling or influential minority investments primarily in growth-oriented healthcare, energy, communications & media, industrial and consumer companies. Through its team of seasoned investment professionals and industry experts, Avista seeks to partner with exceptional management teams to invest in and add value to well-positioned businesses. 3

10 Corporate Structure The chart below illustrates our basic corporate and debt structure. Issuers Notes Guarantor Investors (Including Avista, its affiliates and WOW management) Racecar Holdings, LLC (Delaware limited liability company) $200 million equity contribution by Avista Racecar Acquisition, LLC (Delaware limited liability company) (1) WideOpenWest Holding Companies (1)(2) WideOpenWest Finance, LLC Co-Issuer of the $725 million of senior notes and $295 million of senior subordinated notes offered hereby $1,920 million Term Facility $200 million Revolving Facility Knology, Inc. (1) WideOpenWest Subsidiaries (1) WideOpenWest Capital Corp. (1) Co-Issuer of the $725 million of senior notes and $295 million of senior subordinated notes offered hereby Knology Subsidiaries (1) 6APR (1) Guarantor of our Senior Secured Credit Facilities. (2) Includes WideOpenWest Illinois, Inc., WideOpenWest Ohio, Inc., WideOpenWest Cleveland, Inc., WideOpenWest Networks, Inc., WOW Sigecom, Inc. and WideOpenWest Kite, Inc. 4

11 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our historical ratio of earnings to fixed charges for the periods indicated. For the purpose of computing the ratio of earnings to fixed charges, earnings consist of income (loss) before income taxes, as adjusted to include fixed charges. Fixed charges consist of interest expense, amortization of debt issuance costs, capitalized debt issuance costs and that portion of rental expense considered to be a reasonable approximation of interest. Year ended December 31, Historical Proforma Ratio of earnings to fixed charges(1)... n/a(2) 1.26 n/a(3) n/a(4) n/a(5) n/a(6) (1) The ratio of earnings to fixed charges is computed by dividing earnings (loss) from operations plus fixed charges by fixed charges. Fixed charges consist of interest expense on all indebtedness, amortization of debt discount, amortization of debt issuance costs and that portion of rental payments under operating leases that we believe to be a reasonable approximation of the interest factor. (2) For the fiscal year ended December 31, 2012, earnings were insufficient to cover fixed charges by $112.2 million. (3) For the fiscal year ended December 31, 2010, earnings were insufficient to cover fixed charges by $5.4 million. (4) For the fiscal year ended December 31, 2009, earnings were insufficient to cover fixed charges by $27.1 million. (5) For the fiscal year ended December 31, 2008, earnings were insufficient to cover fixed charges by $121.8 million. (6) For the pro forma fiscal year ended December 31, 2012, earnings were insufficient to cover fixed charges by $203.8 million. Corporate Information WideOpenWest Finance, LLC was founded in 2001 and is a Delaware limited liability company. WOW s principal executive offices are located at 7887 East Belleview Avenue, Suite 1000, Englewood, Colorado WOW s telephone number is (720) WOW s website can be found on the Internet at Knology s website can be found on the Internet at WideOpenWest Capital Corp., a Delaware corporation, is our wholly owned subsidiary, formed solely for the purpose of being a corporate co-issuer of the notes offered hereby. The information contained on WOW s or Knology s websites or that can be accessed through these websites is not part of this prospectus and you should not rely on that information when making a decision whether to invest in the notes. 5

12 The Exchange Offer Below is a summary of the exchange offer. Certain of the terms and conditions described below are subject to important limitations and exceptions. See The Exchange Offer for a more detailed description of the terms and conditions of the exchange offer, and see Description of the New Notes for information regarding the new notes. The Old Notes... The Exchange Offer... No Minimum Condition... On July 17, 2012 we issued $725 million aggregate principal amount of % senior notes due 2019 and $295 million aggregate principal amount of % senior subordinated notes due 2019 in each case under indentures among WideOpenWest Finance, LLC, WideOpenWest Capital Corp. and the subsidiary guarantors named therein, as guarantors, and Wilmington Trust, National Association, as trustee. The old notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act. The new notes are being offered in exchange for a like principal amount of the old notes. The new notes are substantially identical to the old notes, except that: the new notes have been registered under the Securities Act and will be freely transferable, other than as described in this prospectus; and the new notes will not contain a legend restricting their transfer. As a condition to its participation in the exchange offer, each holder of old notes must furnish, prior to the consummation of the exchange offer, a written representation that: it is not our affiliate (as defined in Rule 405 under the Securities Act); any new notes to be received by it shall be acquired in the ordinary course of business; if you are a broker-dealer that will receive new notes for your own account in exchange for old notes that were acquired as a result of market-making or other trading activities, you will deliver a prospectus in connection with any resale of the new notes; and at the time of the consummation of the exchange offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the new notes, and it is not participating in, and does not intend to participate in, the distribution of such new notes. The exchange offer is not conditioned on any minimum aggregate principal amount of old notes being tendered for exchange. 6

13 Expiration Date... Settlement Date... Conditions to the Exchange Offer... The exchange offer will expire at 5:00 p.m., New York City time, on May 22, 2013, unless it is extended by us in our sole discretion. The settlement date of the offer will be promptly following the expiration date. Our obligation to complete the exchange offer is subject to the satisfaction or waiver of customary conditions. See The Exchange Offer Conditions to the Exchange Offer. We reserve the right to assert or waive these conditions in our sole discretion. We have the right, in our sole discretion, to terminate or withdraw the exchange offer if any of the conditions described under The Exchange Offer Conditions to the Exchange Offer are not satisfied or waived. Withdrawal Rights... You may withdraw the tender of your old notes at any time before New York City time, on the expiration date. Any old notes not accepted for any reason will be returned to you without expense promptly after the expiration or termination of the exchange offer. Appraisal Rights... Holders of old notes do not have any rights of appraisal for their old notes if they elect not to tender their old notes for exchange. Procedures for Tendering Old Notes.. See The Exchange Offer How to Tender. Consequences of Failure to Exchange. All untendered old notes will continue to be subject to the restrictions on transfer set forth in the old notes and in the indenture. To the extent that old notes are tendered and accepted in the exchange offer, the trading market for old notes could be adversely affected. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not anticipate that we will register the old notes under the Securities Act. U.S. Federal Income Tax Considerations... Use of Proceeds... Your exchange of old notes for new notes will not result in any income, gain or loss to you for federal income tax purposes. See U.S. Federal Income Tax Considerations Exchange Pursuant to the Exchange Offer. We will not receive any proceeds from the issuance of the new notes in the exchange offer. 7

14 Broker-Dealers... Exchange Agent... Each broker-dealer that receives new notes in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such new notes received by such broker-dealer in the exchange offer, which prospectus delivery requirement may be satisfied by the delivery of this prospectus, as it may be amended or supplemented from time to time. Any broker-dealer and any holder using the exchange offer to participate in a distribution of the securities to be acquired in the exchange offer (1) cannot under SEC policy rely on the position of the SEC enunciated in Morgan Stanley & Co., Inc., SEC no-action letter (June 5, 1991), Exxon Capital Holdings Corporation, SEC no-action letter (May 13, 1988), as interpreted in the SEC s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Wilmington Trust, National Association is serving as exchange agent in connection with the exchange offer. Its address and telephone numbers are listed in The Exchange Offer Exchange Agent. 8

15 Summary of the Terms of the New Notes The terms of the new notes will be identical in all material respects to the terms of the old notes, except that the transfer restrictions that apply to the old notes do not apply to the new notes. The new notes will evidence the same debt as the old notes. The new notes and the old notes will be governed by the same indenture. The following summary contains basic information about the new notes and is not intended to be complete. It does not contain all the information that may be important to you. For a more complete understanding of the new notes, see Description of the New Senior Notes, and Description of the New Senior Subordinated Notes. For purposes of the description of the new notes included in this prospectus, references to the Company, Issuer, us, we and our refer only to WideOpenWest Finance, LLC and WideOpenWest Capital Corp., and do not include our subsidiaries or any other entities. New Notes Issuers... New Notes Offered... WideOpenWest Finance, LLC and WideOpenWest Capital Corp. (the Issuers ). $725 million aggregate principal amount of % senior notes due 2019 and $295 million aggregate principal amount of % senior subordinated notes due We previously issued the same amount of original notes under the indentures dated July 17, 2012 which govern the notes. Maturity Date... The new senior notes will mature on July 15, The new senior subordinated notes will mature on October 15, Interest... Interest on the new senior notes will accrue at a rate of % per annum. Interest on the new senior subordinated notes will accrue at a rate of % per annum. Interest on the notes will be payable semi-annually in cash in arrears on January 15 and July 15 of each year. Interest will accrue from the issue date of the notes. Guarantees... Ranking... The new senior notes will be guaranteed on a senior unsecured basis and the new senior subordinated notes will be guaranteed on a senior subordinated unsecured basis by each of our existing and future wholly owned domestic restricted subsidiaries (other than Capital Corp, which is a co-issuer of the notes) that is a borrower under or that guarantees obligations under our Senior Secured Credit Facilities or that guarantees certain of our other indebtedness or certain indebtedness of a guarantor. All of our wholly owned subsidiaries are guarantors of the notes. The new senior notes and the new senior note guarantees will be the Issuers and the guarantors general senior unsecured obligations and will, respectively: rank equally in right of payment to all of the Issuers and the guarantors existing and future senior unsecured debt; 9

16 rank senior in right of payment to any of the Issuers and the guarantors future debt that is expressly subordinated in right of payment to the new senior notes and the new senior note guarantees, including the new senior subordinated notes and the related guarantees; be effectively subordinated to the Issuers and the guarantors secured indebtedness, including indebtedness under our Senior Secured Credit Facilities, to the extent of the value of the collateral securing such indebtedness; and be structurally subordinated to all of the existing and future liabilities, including trade payables, of our subsidiaries, if any, that do not guarantee the new senior notes. The new senior subordinated notes and the new senior subordinated note guarantees will be the Issuers and the guarantors general senior subordinated unsecured obligations and will, respectively: rank junior in right of payment to all of the Issuers and the guarantors existing and future senior debt, including the new senior notes and the related guarantees and our Senior Secured Credit Facilities and the related guarantees; rank senior in right of payment to any of the Issuers and the guarantors future debt that is expressly subordinated in right of payment to the new senior subordinated notes and the new senior subordinated note guarantees; be effectively subordinated to the Issuers and the guarantors secured indebtedness, to the extent of the value of the collateral securing such indebtedness; and be structurally subordinated to all of the existing and future liabilities, including trade payables, of our subsidiaries, if any, that do not guarantee the new senior subordinated notes. At December 31, 2012, the Issuers and the guarantors had approximately $1,937 million of secured indebtedness outstanding (including capital leases of approximately $6 million) and an additional $170 million of unused commitments available to be borrowed under our Revolving Facility. At December 31, 2012, the Issuers and the guarantors had approximately $2,662 million of senior indebtedness, consisting of the outstanding senior notes, borrowings under our Senior Secured Credit Facilities and capital leases of approximately $6 million. The indentures governing the new senior notes and the new senior subordinated notes and the Senior Secured Credit Facilities will permit the incurrence of substantial additional indebtedness by us in the future, including senior indebtedness. 10

17 Mandatory Offer to Repurchase Following Certain Asset Sales. Certain Covenants... Absence of a Public Market for the New Notes... If we sell certain assets and do not repay certain debt or reinvest the proceeds of such sales within certain time periods, we must offer to repurchase the notes at 100% of their principal amount plus accrued and unpaid interest. For more details, see the sections Description of New Senior Notes Certain Covenants Limitation on Sales of Assets and Subsidiary Stock and Description of New Senior Subordinated Notes Certain Covenants Limitation on Sales of Assets and Subsidiary Stock. The indentures relating to each series of notes will contain covenants that limit, among other things, our ability and the ability of some of our subsidiaries to: incur additional indebtedness; declare or pay dividends, redeem stock or make other distributions to stockholders; make investments; create liens or use assets as security in other transactions; create dividend and other payment restrictions affecting their subsidiaries; merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; enter into transactions with affiliates; and sell or transfer certain assets. These covenants will be subject to a number of important qualifications and limitations. See Description of New Senior Notes Certain Covenants and Description of New Senior Subordinated Notes Certain Covenants. In addition, most of these covenants will cease to apply to such notes to the extent that, and for so long as, such notes have investment grade ratings from each of Moody s Investor Service, Inc. and Standard & Poor s Investors Ratings Services. See Description of New Senior Notes Certain Covenants and Description of New Senior Subordinated Notes Certain Covenants. The new notes are a new issue of securities and there is currently no established trading market for the new notes. Although the new notes generally will be freely transferable, we cannot assure you as to the development or liquidity of any market for the new notes, your ability to sell your new notes or the price at which you may sell your new notes. 11

18 Risk Factors... You should carefully consider all of the information set forth in this registration statement and, in particular, evaluate the specific factors set forth under Risk Factors for risks involved with participating in the exchange offer. Summary Unaudited Pro Forma Condensed Combined Financial and Other Data The following unaudited pro forma condensed combined financial information has been developed by applying pro forma adjustments to the individual historical unaudited condensed consolidated financial statements of WOW and Knology. The unaudited pro forma condensed combined statement of operations has been prepared giving effect to the Knology Merger and related July 17, 2012 financing as if they had been completed at the beginning of each period presented. The unaudited pro forma condensed combined financial information is for informational purposes only and does not purport to represent what our results of operations, balance sheet position or financial information would have been if the Knology Merger and related financing had occurred at any date, nor does such information purport to project the results of operations for any future period. The unaudited pro forma condensed combined financial information was prepared in conformity with GAAP in accordance with FASB Accounting Standards Codification ( ASC ) Topic 805 Business Combinations and Regulation S-X, Article 11 and is based on WOW s historical audited financial statements for the years ended December 31, 2012 and Knology s historical unaudited financial statements for the six month period ended June 30, The historical consolidated financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the merger, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The total purchase price was based on a formal valuation analysis and allocated to our net assets based upon preliminary estimates of fair value. The unaudited pro forma condensed combined statements of operations do not reflect non-recurring charges that have been incurred in connection with the Knology merger and related July 17, 2012 financing, including legal fees, broker fees and accounting fees. The unaudited pro forma financial statements should be read in conjunction with the information contained in Management s Discussion and Analysis of Financial Condition and Results of 12

19 Operations, the unaudited condensed consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus. Pro Forma Year Ended December 31, 2012 (in millions) Revenue... $1,197.8 Operating (including stock-based compensation)... (661.0) Selling, general and administrative expenses... (134.9) Depreciation and amortization... (325.8) Operating income Non-operating expense: Interest expense... (264.4) Realized and unrealized loss on derivative instruments... (15.6) Other, net (279.9) Loss before provision for income taxes... (203.8) Income tax benefit Net loss... $(203.1) Pro Forma Year Ended December 31, 2012 (dollars in millions) Other Financial Data: Depreciation and amortization... $(325.8) Capital expenditures(1)... $ Adjusted EBITDA(2)... $ Pro Forma Adjusted EBITDA(2)... $ Cash interest expense(3)... $ Ratio of Pro Forma Adjusted EBITDA to cash interest expense 1.9x Ratio of total debt to Pro Forma Adjusted EBITDA x Balance Sheet Data (at period end): Total assets... $2,839.4 Total debt... $2,952.0 (1) Represents the mathematical addition of WOW s and Knology s capital expenditures. (2) Adjusted EBITDA is defined as net income (loss) before net interest expense, income taxes, depreciation and amortization (including impairments), gains (losses) realized and unrealized on derivative instruments, management fee to related parties, the write up or off of any asset, debt modification expenses, loss on extinguishment of debt, integration and restructuring expenses and all non-cash charges and expenses (including equity based compensation expense) and other income and expenses, as further defined in our existing credit facilities. Pro Forma Adjusted EBITDA is defined as Adjusted EBITDA as further adjusted to exclude estimated cost savings related to the Acquisition and other adjustments as set forth below. 13

20 The following table provides a reconciliation of our pro forma net loss to pro forma Adjusted EBITDA and Pro Forma Adjusted EBITDA (in millions) for the year ended December 31, 2012: Pro Forma Year Ended December 31, 2012 (in millions) Net loss... $(203.1) Depreciation and amortization Interest expense Realized and unrealized loss on derivative instruments Non-cash stock compensation(a) Non-recurring professional fees, M&A integration and restructuring expense(b) Management fee to related party(c) Other expense, net... (0.1) Income tax benefit... (0.7) Adjusted EBITDA Estimated unrealized, run rate cost savings(d) Pro Forma Adjusted EBITDA... $ (a) Represents the historical non-cash stock compensation of Knology s stock award plans excluded from Adjusted EBITDA calculations. (b) Includes severance and other interpretation costs related to the Transactions. (c) Represents management fees we paid to Avista. (d) In connection with the Acquisition, we expect to realize run-rate cost savings within the twelve month period following the consummation of the Acquisition related primarily to headcount reductions, the elimination of redundant facilities and operating infrastructure and other efficiencies. To realize these annual cost savings, we incurred one-time integration costs and made capital investments, consisting primarily of employment contract obligations, severance, retention bonuses, professional fees, information technology and billing transition costs, facility relocation and closure costs. These cost savings and integration costs are based on estimates and assumptions made by us that are inherently uncertain, although considered reasonable by us, and subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond our control. As a result, there can be no assurance that such cost savings will be achieved. In addition, we have identified annual savings associated with transitioning our billing system from one provider to another, based upon the terms of a contract we have executed with our new billing service provider in comparison to the terms of our prior contract with the old service provider. We have completed this billing transition. (3) Cash interest expense is defined as interest expense, adjusted for certain non-cash items. Cash interest expense is not a recognized term under GAAP and does not purport to be an alternative to interest expense as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. We believe that the inclusion of cash interest expense is appropriate to provide additional information to investors about our liquidity. Pro forma cash interest expense represents pro forma interest expense adjusted for certain non-cash items, less amortization of deferred financing costs and original issue discount of $26.6 million. 14