Material Agreement (Form 8-K)

Agreement and Plan of Merger

Overview

On August 11, 2025, WideOpenWest, Inc., a Delaware corporation (the "Company" or "WOW!"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bandit Parent, LP, a Delaware limited partnership ("Parent"), and Bandit Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger" or the "Transaction"), with the Company surviving as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of DigitalBridge Partners III, LP and Crestview Partners ("Crestview"). Crestview currently holds approximately 37% of the outstanding shares of common stock, par value $0.01 per share, of the Company (the "Common Stock").

The Board of Directors of the Company (the "Board"), acting on the unanimous recommendation of a special committee of the Board (the "Special Committee") consisting of independent and disinterested directors of the Company, has approved the Merger Agreement and the transactions contemplated thereby and, subject to certain exceptions set forth in the Merger Agreement, the Board and the Special Committee have resolved to recommend that the Company's stockholders approve the adoption of the Merger Agreement.

If the Merger is consummated, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.

Merger Consideration

Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time") and subject to the terms and conditions of the Merger Agreement, each share of Common Stock (except for shares directly owned by the Company as treasury stock or otherwise, or by Parent or Merger Sub immediately prior to the Effective Time, including any shares of Common Stock which have been contributed to Parent by the Rollover Stockholders in accordance with the Support and Rollover Agreement (the "Rollover Shares"), or by any holder who is entitled to demand appraisal and has properly exercised such appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware, which, in each case, will be treated as described in the Merger Agreement), will be automatically converted into the right to receive $5.20 in cash, without interest (the "Merger Consideration"), subject to any required tax withholding.

Closing Conditions

The obligation of the parties to consummate the Merger is subject to certain conditions set forth in the Merger Agreement, including (i) the adoption of the Merger Agreement by holders of a majority of the outstanding shares of Common Stock entitled to vote thereon (the "Company Stockholder Approval"), (ii) the absence of any injunction or similar order by any governmental entity of competent jurisdiction in the United States, that enjoins or prohibits the consummation of the Merger and the absence of an investigation or proceeding by specified governmental entities with respect to the Merger that is ongoing, (iii) the receipt of all specified governmental consents and approvals, including the granting of the specified FCC applications and the giving of certain notices to regulatory authorities, (iv) performance by the Company, Parent and Merger Sub in all material respects of their respective obligations and agreements under the Merger Agreement, (v) subject in most instances to exceptions that do not rise to the level of a Company Material Adverse Effect or a Parent Material Adverse Effect (each as defined in the Merger Agreement), as applicable, the accuracy of representations and warranties made by the Company, Parent and Merger Sub, respectively and (vi) the absence of certain defaults or events of default under a specified contract.

The receipt of financing by Parent is not a condition to Parent's obligation to complete the Merger.