Attachment Joint Application

This document pretains to ITC-T/C-20120502-00123 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2012050200123_950695

                                               Before the
                         FEDERAL COMMUNICATIONS COMMISSION
                                  Washington, D.C. 20554



In the Matter of




                                                No N No N N NA N Ne Nt Nt N) N) Ns Nt Nt Nut N) N) N) No/
Knology, Inc., and its Subsidiaries
                              Licensees,

WideOpenWest Finance, LLC,
                   Transferee,

                 and                                                                                        WC Docket No.

Knology, Inc.,                                                                                              IB File No.
                              Transferor

Application For Consent to Transfer
Control of Companies Holding Blanket
Domestic Section 214 Authority and
International Section 214 Authorizations
Pursuant to Section 214 of the
Communications Act of 1934, as amended




                   JOINT DOMESTIC AND INTERNATIONAL APPLICATION

       Knology,        Inc.     ("Transferor" or "Knology") and WideOpenWest Finance, LLC

("Transferee" or "WOW!") (collectively the "Applicants") hereby request authority pursuant to

Section 214 of the Communications Act of 1934, as amended (the "Act"), 47 U.S.C. §214, and

Sections 63.04 and 63.24(e) of the Commission‘s Rules, 47 CFR §§ 63.04, 63.24(e), to transfer

control of Knology as well as the subsidiaries of Knology listed in Attachment A (the "Knology

Companies") to WOW!.                 Knology and the Knology Companies hold domestic and/or

international Section 214 authorizations as listed in Attachment A.                                                         Under the terms of the

Agreement and Plan of Merger, described herein, Knology will become an indirect wholly—

owned subsidiary of WOW!, and the Knology Companies will become indirect subsidiaries of


WOW!, by virtue of an indirect subsidiary of WOW! acquiring all the of capital stock of

Knology. Applicants seek streamlined processing of this Joint Application pursuant to Sections

63.03(b)(2)(ii) and 63.12 of the Commission‘s Rules, 47 CFR §§ 63.03(b)(2)(ii) and 63.12. This

Joint Application is being filed simultaneously with the International Bureau and the Wireline

Competition Bureau.

                       The Applicants: Knology and the Knology Companies

       Knology is a corporation organized under the laws of the State of Delaware and a holding

company for the Knology Companies. Through the Knology Companies, Knology is a leading

provider of interactive communications and entertainment services in the Southeast, upper

Midwest, and Kansas regions.     The Knology Companies serve both residential and business

customers with one of the most technologically advanced broadband networks in the country.

The Knology Companies‘ offerings include over 200 channels of digital cable TV ; local and long

distance digital telephone service with the latest enhanced voice messaging features; and high—

speed Internet access, which enables consumers to quickly download video, audio and graphic

files using a cable modem. The Knology Companies also provide advanced communications

products for the business community, including iPlex, which delivers Ethernet connections to an

IP—PBX using SIP technology; Passive Optical Network, which supplies IP architecture with

segmented voice and data bandwidth; and Managed Integrated Network Solutions (MATRIX),

an integrated IP—based technology which converges data and voice. The Knology Companies

provide these services over their wholly—owned, fully upgraded, minimum 750 MHz bandwidth

fiber—optic interactive broadband network.

       The Knology Companies 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 ("ILECs").        Specific information about Knology and the

Knology Companies, including information on the Section 214 authorizations held and

geographic areas served by each entity, is provided in Attachment A. Neither Knology nor any

Knology Company is a foreign carrier or affiliated with a foreign carrier. No subsidiaries or

affiliates (as that term is defined in Section 3(1) of the Act, 47 U.S.C. §153(1), ("Affiliates")) of

Knology provide telecommunications services as defined in Section 3(46) of the Act, 47 U.S.C.

§153(46), other than the Knology Companies.

       Knology is a widely—held public corporation.       Mr. Donald W. Burton, though various

partnerships and in his individual capacity, owns or controls approximately 13 percent of the

equity of Knology.     No other individual or entity currently holds a 10 percent or greater

ownership or voting interest in Knology.        A diagram of the current corporate structure of

Knology is provided in Attachment B.

                                         The Applicants: WOW!

       WOW! is a diversified communications service provider holding company with corporate

headquarters in Englewood, Colorado. Through its operating subsidiaries, WOW! provides an

array of communications, video, and broadband services, including digital cable, HDTV, DVR,

high speed Internet, and local and long distance phone services. WOW! is the 13" largest cable

company in the United States with over 1.7 million homes passed and over 500,000 subscribers.

       WOW!‘s subsidiaries provide service in metropolitan areas of Indiana, Illinois, Michigan

and Ohio. WOW!‘s wholly—owned subsidiary Sigecom, LLC holds an international Section 214

authorization, File No. ITC—214—19991026—00677.


                                         The Proposed Transfer of Control

         The proposed transaction arises from an Agreement and Plan of Merger ("Merger

Agreement") pursuant to which an indirect subsidiary of WOW! will acquire Knology in an all—

cash transaction. WOW! has created a merger entity, Kingston Merger Sub, Inc., which shall 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!.                                                                                            |

         The proposed transaction will be transparent to Knology‘s current customers.                           All

existing customers of Knology will continue to be served by Knology pursuant to the existing

international and domestic Section 214 authorizations held by the Knology and/or the Knology

Companies.

        A diagram of the corporate structure of Knology following consummation of the

proposed transaction is provided in Attachment C.‘

                        Information Required by Section 63.18 and Section 63.24(e)

        In accordance with the Commission‘s rules, the Applicants submit the following

information in support of this request for approval to transfer control of Knology to WOW!.

        Transferor and Licensees:

                 a.       Name, address and telephone number of Transferor:




‘ It is possible that there will be some minor changes to the post—transaction structure outlined in Attachment C.
Knology‘s operating entities may be converted from corporations to limited liability companies. Alternatively,
rather than the Knology operating entities being directly held by Knology, those entities may be directly held by
WOW!, with Knology in turn becoming one of the intermediate entities holding an interest in WOW!. WOW! will
notify the Commission if a determination is made to make any such changes. Ultimate control of WOW! and
Knology will, in any event, remain unchanged.


              Knology, Inc.
              1241 0.G. Skinner Drive
              West Point, Georgia 31833
              Phone (706) 645—3966

              The names of the subsidiaries of Knology that hold Section 214 authority are
              provided in Attachment A. The address for each Knology Company is:

              1241 O0.G. Skinner Drive
              West Point, Georgia 31833
              Phone (706) 645—3966

       b.     Knology is organized under the laws of the State of Delaware. The place

of organization for each Knology Company is specified in Attachment A.

       c.     Correspondence concerning the Transferor should also be addressed to:

              Bruce Schoonover
              Director — Regulatory Affairs/Telephone Cost
              Knology, Inc.
              1241 0.G. Skinner Drive
              West Point, Georgia 31833
              Phone (706) 645—3966
              Fax (706) 645—0148
              bruce.schoonover@knology.com

              With copies to:


              Edward A. Yorkgitis, Jr.
              Joan M. Griffin
              Kelley Drye & Warren LLP
              3050 K Street NW, Suite 400
             Washington, D.C. 20007
             Phone (202) 342—8573
             Fax (202) 342—8451
             cyorkgitis@kelleydrye.com
             jgriffin@kelleydrye.com

       d.     Information on the Section 214 authority held by Knology and each of the

Knology Companies is provided in Attachment A.


       Knology‘s certification pursuant to Sections 1.2001 through 1.2003 of the Commission‘s

Rules regarding no denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse

Act of 1988 is provided in the attached Declaration of Chad S. Wachter.

       Transferee:


               a.     Name, address and telephone number of Transferee:

                      WideOpenWest Finance, LLC
                      7887 E. Belleview Avenue, Suite 1000
                      Englewood Colorado 801 11—6007
                      Phone (720) 479—3558

               b.     WideOpenWest Finance LLC is a limited liability company organized

under the laws of the State of Delaware. WOW! is privately—owned and controlled by Avista.

Avista is a limited partnership organized under the laws of the State of Delaware.

               c.     Correspondence concerning the Transferee portions of this Application

should be addressed to:

                      Howard Liberman
                      Laura Phillips
                      Drinker Biddle & Reath LLP
                      1500 K Street, NW., Suite 1100
                      Washington, DC 20005
                      Phone (202) $42—8800
                      howard.liberman@dbr.com
                      laura.phillips@dbr.com

       With copies to:

                      Craig Martin
                      General Counsel and Secretary
                      WOW! Internet, Cable & Phone
                      259 E. Michigan Avenue
                      Kalamazoo, Michigan 49007
                      Phone 269—567—4200
                      cmartin@wideopenwest.com

       And:


                          Ben Silbert
                          Principal and General Counsel
                          Avista Capital Partners, LP
                          65 E. 55¢" Street 18" FI.
                          New York, New York 10022
                          Phone 212—593—6958
                          Silbert@avistacap.com

                   d.     WOW! holds an international Section 214 authorization to provide

facilities—based and resale services under the name of its wholly—owned subsidiary Sigecom,

LLC. See File No. ITC—214—19991026—00677.

                   e.     Ten Percent or Greater Interest Holders in Transferee:

           WOW! is a private Delaware limited liability company. Racecar Acquisition, LLC, a

Delaware limited liability company, is a holding company that 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.         The address for WOW!, Racecar Acquisition, LLC, Racecar Holdings, LLC,

WideOpenWest Cleveland, Inc., WideOpenWest Illinois, Inc., WideOpenWest Ohio, Inc.,

WideOpenWest Networks, Inc., and WOW Sigecom, Inc. is 7887 E. Belleview Ave., Suite 1000,

Englewood, Colorado 80111.

           After the consummation of this transaction, Avista Capital Partners, L.P. ("Avista"), 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. 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 a ten percent voting

interest in Racecar Holdings, LLC.            Avista Capital Partners (Offshore) III, L.P. ("Avista

Offshore III"), a Bermuda exempt limited partnership, will have approximately a five percent

direct ownership interest in, and less than a 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.         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. 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 III 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 III,

will control Racecar Holdings, LLC.            The only voting members of Avista Member are:

Thompson Dean, Steven Webster, David Burgstahler, David Durkin, and OhSang Kwon, all of

whom are United States citizens." The address for Avista, Avista Offshore, Avista III, Avista




* Thompson Dean and Steven Webster each holds veto power.


Offshore III, Avista GP, Avista Member, Mr. Dean, Mr. Webster, Mr. Burgstahler, Mr. Durkin,

and Mr. Kwon is 65 East 55°" Street, 18"" Floor, New York, New York 10022.

       After the consummation of the transaction, the Northwestern Mutual Life Insurance

Company ("Northwestern") will have approximately a 20 percent direct (non—voting) ownership

interest in Racecar Holdings, LLC. Northwestern is a Wisconsin mutual insurance company

whose principal business is insurance and financial services. The address for Northwestern is

720 E. Wisconsin Ave., Milwaukee, WI 53202. No person or entity owns a 10 percent or greater

interest in Northwestern.

       No other person or entity currently holds a 10 percent or greater ownership interest in

WOW!, and no other person or entity will hold a 10 percent or greater ownership or voting

interest in WOW! upon closing.

               £.     Foreign Affiliation

        WOW! has no interlocking directorates with any foreign carriers, as defined by Section

63.09 of the Commussion‘s Rules.

       WOW! certifies that it is not affiliated with any foreign carrier as defined in Section

63.09 of the Commission‘s Rules.

       WOW! certifies that it is not a foreign carrier, that it does not control any foreign carriers,

that no entity that owns more than 25 percent of or controls WOW! controls a foreign carrier,

and that two or more foreign carriers (or parties that control foreign carriers) do not own, in the

aggregate, more than 25 percent of WOW!.

       WOW! certifies that it has not agreed to accept special concessions directly or indirectly

from any foreign carrier with respect to any U.S. international route where the foreign carrier


possesses market power on the foreign end of the route and will not enter into such agreements

in the future.

        WOW!‘s certification pursuant to Sections 1.2001 through 1.2003 of the Commission‘s

Rules regarding no denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse

Act of 1988 is provided in the attached Declaration of Craig Martin.

                      Request for Streamlined Treatment of the Joint Application

        WOW! does not have any foreign carrier affiliations and is not itself a foreign carrier.

The same holds true for Knology and the Knology Companies. Furthermore, the Applicants are

not affiliated with any dominant U.S. carrier whose international switched or private line

services WOW! seeks authority to resell, nor will WOW! be so affiliated post—closing. Finally,

none of the other scenarios outlined in Section 63.12(c) of the Commuission‘s Rules applies.

Therefore, the international portion of this Joint Application qualifies for streamlined processing

under Section 63.12 of the Commission‘s Rules.

        Under the Commission‘s Rules, streamlined processing is presumptively applied to

domestic Section 214 transfer of control applications in a number of cireumstances where

dominant incumbent local exchange carriers are not consolidating their operations or where the

combination could not lead to undue levels of market concentration.                As noted previously,

certain Knology Companies provide service as rural ILECs in portions of Alabama, Georgia,

and South Dakota.        In all other locations, the Knology Companies provide service as a

competitive LEC. There is no current geographic overlap of the operations of WOW! (including

its Affiliates) and the operations of Knology or the Knology Companies."



   Specifically, there is no geographic overlap between any of WOW!‘s cable operations,
telecommunications operations, telephone service areas (if any), or cable franchise areas, on the one hand,
                                                                                                (Continued)


                                                  — 10 —


        As a result of consummating this proposed transaction, the Transferee (including its

Affiliates) would have a market share in the interstate, interexchange market of less than 10

percent.      WOW!     (including its Affiliates) currently provides communications services

exclusively outside the geographic area where Knology has dominant LEC operations. Thus, the

domestic portion of this Joint Application qualifies for presumptive streamlined treatment under

the terms of Section 63.03(b)(2)(ii) of the Commission‘s Rules.

                 Information Required by Section 63.04(b) of the Commission‘s Rules

        The additional information required under Section 63.04(b) of the Commission‘s Rules

for the transfer of control of Knology and the Knology Companies as holders of blanket

domestic Section 214 authority is provided in Attachment D.




(Continued)

and the cable operations, telecommunications operations, telephone service areas, or cable franchise areas
of Knology or the Knology Companies, on the other. Furthermore, there is no geographic overlap
between any of the cable operations, telecommunications operations, telephone service areas, or cable
franchise areas of Knology or the Knology Companies, on the one hand, and the cable operations,
telecommunications operations, telephone service areas, or cable franchise areas (if any) of WOW!‘s
affiliates, as that term is defined in either Section 3(1) of the Act or Section 76.505 of the Commission‘s
Rules.




                                                    U :


                                               Conclusion

       The Applicants submit that grant of this request for authority to transfer eontrol of

Knology and the Knology Companies to WOW! is in the public interest.              Furthermore, the

App!iganls have demonstrated that this Joint Application is eligible for streamlined processing.

Accordingly, the Applicants respectfully request that the Commission accord streamlined

treatment to this Joint Application and grant the Joint Application as expeditiously as possible.

                                              Respecifull
                                                        /ysubmittec


                                                      U(/
                                              Craig Martin/‘
                                              General Counsel and Secretary
                                              WOW! Internet, Cable & Phone
                                             259 E. Michigan Avenue
                                             Kalamazoo, Michigan 49007
                                              Phone (269) 567—4200
                                              ecmartin@wideopenwest.com




Howard Liberman
Laura H. Phillips
Drinker Biddle & Reath LLP
1500 K Street NW Suite 1100
Washington. DC 20005
Phone (202) §42—8800
laura.phillips@dbr.com

Counsel for WideOpenWest Finance, LLC




                                              —12 —


                              Chad S. Wachter
                              Vice President, General Counsel and Secretary
                              Knology, Inc.
                              1241 0.G. Skinner Drive
                              West Point, Georgia 31833
                              Phone (706) 645—8553
                              chad.wachter@knology.com


Edward A. Yorkgitis, Jr.
Joan M. Griffin
Kelley Drye & Warren LLP
3050 K Street NW, Suite 400
Washington, D.C. 20007
Phone (202) 342—8573
cyorkgitis@kelleydrye.com
jgriffin@kelleydrye.com

Counsel for Knology




April9/ 2012




                               —13 —


                         DECLARATION OF CHAD S. WACHTER

       I, Chad S. Wachter, Vice President, General Counsel and Secretar& of Knology, Inc.

("Knology"), do hereby certify under penalty of perjury that to the best of my knowledge,

information, and belief, Knology, including all officers, directors, or persons holding 5 percent or

more of the outstanding stock or shares (voting and/or non—voting) of Knology as specified in

Section 1.2003(b) of the Commission‘s Rules, are not subject to denial of federal benefits

pursuant to section 5301 of the Anti—Drug Abuse Act of 1988.



oae                //20fe                                      o
                                                               s .
                                                       Chad ¥—Wachter
                                                       Vice President, General Counsel and
                                                       Secretary
                                                       Knology, Inc.


                          DECLARATION OF CRAIG MARTIN

        I, Craig Martin, General Counsel and Secretary of WideQOpenWest Finance, LLC

("WOW") do hereby certify under penalty of perjury that to the best of my knowledge,

information, and belief, WOW, including all officers, directors, or persons holding 5 percent or

more: of the outstanding stock or shares (voting and/or non—voting) of WOW as specified in

Section 1.2003(b) ofthe Commission‘s Rules, are not subject to denial of federal benefits

pursuant to séction 5301 of the Anti—Drug AbuseAct of 1988.



Date:   /h’*r*‘u‘   ZG} J 01 2                                K.
                                                           O—\. /
                                                    Craig Martin /
                                                    General Counsel and Secretary
                                                    WideOpenWest Finance, LLC


                                                             Attachment A
                                   Knology and Knology Companies Section 214 Authorizations
                                                 International Section 214 Authority


          Entity         Place of Legal              Type of Authorization                                 File No.
                          Organization

Black Hills Fiber       South Dakota      Global and limited global resale service     File No. ITC—214—19990625—00428, granted 8/4/99,
Systems, Inc.                             (Section 63.18(e)(2))                        DA 99—1547, released 8/5/99 (see ITC—T/C—
                                                                                       20050601—00205, Black Hills Fiber Systems to
                                                                                       PrairieWave Communications)

Globe                   Georgia           Global and limited global resale service     File No. ITC—214—19971103—00676, granted
Telecommunications,                       (Section 63.18(e)(2))                        01/02/98, released 01/09/98
Inc.

Knology of Columbus,    Delaware          Global and limited global resale service     File No. ITC—214—19971113—00701, granted
Inc.                                      (Section 63.18(e)(2))                        01/07/98, released 01/09/98

Knology of Florida,     Delaware          Global and limited global resale service     File No. ITC—214—19980527—00350, granted
LLC                                       (Section 63.18(e)(2))                        07/10/98, released 07/16/98

Knology of Kentucky,    Delaware          Global and limited global resale service     File No. ITC—214—20000214—00080, granted
Inc.                                      (Section 63.18(e)(2))                        3/15/00, DA 00—595, released 3/16/00

Knology of              Alabama           Global and limited global resale service     File No. ITC—214—19971022—00651, granted
Montgomery, Inc.                          (Section 63.18(e)(2))                        12/19/97, released 12/25/97

Knology of South        Delaware          Global and limited global facilities—based   File No. ITC—214—20020619—00300, granted 8/9/02,
Dakota, Inc.                              and resale service (63.18(e)(1), (2))        DA 02—2018, released 8/15/02 (see ITC—T/C—
                                                                                       20020618—00346, McLeod USA Community
                                                                                       Telephone to PrairieWave Communications)




DCQOL/GRIFJI/476103.4


                                                             Attachment A
                                      Knology and Knology Companies Section 214 Authorizations
                                                  International Section 214 Authority


                       Entity                 Place of Legal            Type of Authorization                         File No.
                                               Organization

 Knology, Inc.                             Delaware            Global and limited global resale service   File No. ITC—214—20000203—
                                                               (Section 63.18(e)(2))                      00075, granted 03/15/00, Report
 Subsidiaries operating under Knology,                                                                    No. TEL—00201, DA No. 00—595,
 Inc.‘s authority:                                                                                        released 3/16/00

 Globe Telecommunications, Inc.            Georgia                                                        Section 63.21(h) notice of
 ITC Globe, Inc.                           Delaware                                                       subsidiary operation filed
 Knology Community Telephone, Inc.         South Dakota                                                   10/26/10 and 4/23/12
 Knology of Alabama, Inc.                  Delaware
 Knology of Florida, LLC                   Delaware
 Knology of Georgia, Inc.                  Delaware
 Knology of Kansas, Inc.                   Delaware
 Knology of South Carolina, Inc.           Delaware
| Knology of South Dakota, Inc.            Delaware
; Knology of Tennessee, Inc.               Delaware                                                                                         |
  Knology of the Black Hills, LLC          South Dakota                                                                                     |
  Knology of the Plains, Inc.              South Dakota
  Knology of the Valley, Inc.              Georgia
  Knology Provider Solutions Group, Inc.   Delaware
 Knology Total Communications, Inc.        Alabama
 Valley Telephone Company, Inc.            Alabama
 Wiregrass Telecom, Inc.                   Alabama




                                                                                                                                       2
 DCQL/GRIFJ/A76103.4


                                                         Attachment 1
                                    Knology and Knology Companies Section 214 Authorizations
                                                     Domestic Section 214 Authority

                       Entity _ _—____|   Place of Legal Organization        _      State(s) Where      Types of Telecommunications
                               " Ee >                    0| Eelecommunications Services                        Services Provided
                                                         _ _ _ OJ _ ~Provided
Globe Telecommunications, Inc.            Georgia                       Georgia                         CLEC
Knology Community Telephone, Inc.         South Dakota                  South Dakota                    Rural ILEC
Knology of Alabama, Inc.                  Delaware                      Alabama                         CLEC
Knology of Florida, LLC                   Delaware                      Florida                         CLEC
Knology of Georgia, Inc.                  Delaware                      Georgia                         CLEC
Knology of Kansas, Inc.                   Delaware                      Kansas                          CLEC
Knology of Kentucky, Inc.                 Delaware                      Kentucky                        CLEC
Knology of South Carolina, Inc.           Delaware                      South Carolina                  CLEC
Knology of South Dakota, Inc.             Delaware                      South Dakota                    CLEC
Knology of Tennessee, Inc.                Delaware                      Tennessee                       CLEC
Knology of the Black Hills, LLC           South Dakota                  South Dakota                    CLEC
Knology of the Plains, Inc.               South Dakota                  Towa, Minnesota, South Dakota   CLEC
Knology of the Valley, Inc.               Georgia                       Alabama, Georgia                Rural ILEC
Knology Provider Solutions Group, Inc.    Delaware                      Rhode Island                    CLEC
Knology Total Communications, Inc.        Alabama                       Alabama                         Rural ILEC
Valley Telephone Company, LLC             Alabama                       Alabama                         Rural ILEC
Wiregrass Telecom, Inc.                   Alabama                       Alabama                         CLEC




                                                                                                                                   Lo
DCO1/GRIFJ/A476103.4


                                                     Attachment B
                                  Corporate Structure of Knology, Inc. Prior to Closing

                                                                                       All Other Shareholders
                                                  Donald W. Burton
                                                                                         approximately 87%
                                                 approximately 13%
                                                                                       (no shareholder > 10%)


                                                                      Knology, Inc.
                                                                           (1)

            [                                           I
                                                                            |     I                       I                          I                     1
         Globe                                     Knology of              Knology of              Valley Telephone             Knology                Knology of
Telecommunications, Inc.                       South Dakota, Inc.        the Valley, Inc.            Company LLC            Broadband, Inc            Kansas, Inc.
         100%                                        100%                      100%                        100%                  100%’     ~             100%
          (i, d)                                      (i, d)               (i ,d, ILEC)                 (i, ILEC)                                         (1, d)

                                                                                                                             |                             1
     ITC Globe. Inc             Knology of                    Knology Community          Knology of                      Knology of              Knology Provider
          100%’     °         The Plains, Inc.                  Telephone, Inc.        Columbus, Inc.                 Montgomery, Inc.         Solutions Group, Inc.
            (                     100%                                100%                 100%                            100%                        100%
                                   (i ,d)                         (i, d, ILEC)               (1)                             (1)                       (i, d)
                                                                                                                                                           I
                              Black Hills Fiber                                             Knology of                   Knology of                 Knology of
                                System, Inc.                                            Georgia, Inc.                 S. Carolina, Inc.        Central Florida, Inc
                                   100%                                                       100%                         100%                       100%      10    C
                                     (1)                                                      (i, d)                        (i, d)
                                                                                                                                                         I
                                     !                                                   Knology of                     Knology of                  Knology of
                               Knology of he                                           Tennessee, Inc.                 Alabama, Inc.               Florida, LLC
                              Black Hills, LLC                                              100%                           100%                        100%
                                   100%                                                       (1, d)                        (, d)                      (i, d)
                                    (1, d)                                                                                    I
                                                                                                                       Knology Total
                                                                                                                      Communications,
                                                                                                                               Inc.
                                                                                                                         (i, d, ILEC)
                                                                                                                                I
                                                                                                                         Wiregrass
Notes                                                                                                                  Telecom, Inc.
i. International Section 214 authority                                                                                     1(?%’
d: Blanket domestic Section 214 authority
ILEC: Rural incumbent local exchange carrier


                                                                              Attachment C: Post—Merger Organization Diagram

                        Thompson                                        Steven                                David                                David                               OhSang
                           Dean                                        Webster                             Burgstahler                            Durkin                                Kwon

                                                                           pting Members (one vote each; however) Mssrs. Dean and Webster each has aveto)




                                                         Non Voting                    Avista Capital Managing Member, LLC                                               Limited Partners*
                                                          Members                                                                       GP                                  {not insulated)
                                                                                                      20z |en
                                                                                                Managing       "       "
                                                                                                            Avista Capital Partners I!I, GP, L.P.
                                                                                                Member
                        Insulated Limited                Insulated Limited
                                                                                              :       :
                               Partners *                   Partners *                     Avista Capital Partners GP, LLC                            insulated                   cp                Insulated
                                                                 eP                                                                    GP        Limited Partners*                              Limited Partners*
                                            |                                                                                   po————— |_nnnnnn2222U                         [
     Northwestern
              i                       Avista Capital                  Avista Capital Partners                   :        —                                     Avista Capital Partners                   Other Co—
      Mutual Lif                                                                                             Avista Capital Partners !!I, L.P.                                                           ~
        urual ME                      Partners, L.P.                       Offshore), L.P.                             R                                          (Offshore) I!I, L.P.                   investors
  Insurance Company
     ~20% of Equir\.r               ~30% of QLLW                   ~ 5% of equity|                                    ~20% of eduity                        ~5% of equity     |                     <€5% equit\l each
        0% of vote                  <50% of vote                   <10% of vote:                                 ]    <50% of vote                          <10% of vate                            <10% vote each
                                                                                                                                                                                                    (No more than 25% equity
                                                                                                     Racecar Holdings, LLC                                                                          or 30% vote collectively)

                                                                                                      100% ownefship of:


                                                                                                   Racecar Acquisition, LLC

                                                                                                       100% ownsrship of:



     WideOpenwest                           WideOpenWest Illinois, Inc.                           WideOpenWest Ohio, Inc.                          wideupeawest Glevsland,                       WOW Sigecom, Inc.
      Networks, Inc.                                                                                                                                              Inc.
               T                                             I                                        100% nwneiship of.                                            I                                        1

                                                                                                 WideOpenWest Finance, LLC
                                                                                                       [Transferee]
                                                                                                     100% cwners4|p of:



     WideOpenWest                       WideOpenWest Illinois,                   WideOpenWest                        WideOpenWest Ohio,                     WideOpenWest
      Networks, LLC                                LLC                               Michigan, LLC                            LLC                           Cleveland, LLC                        Knology, Inc.
                                                                                            |                                                                                                     [Transferor]

                                                                              WideOpenWest Mid—
*No limited partner will
                                                                             Michigan Holdings, LLC
                                                                                                                                                                                                         I
hold a 5% or greater
equity interest (directly or                                                                                                                                                                    Knology Operating
indirectly) in Knology.                                                                                                                                                                              Entities
                                                                              WideOpenWest Mid—
                                                                                                                                                                                                See Attachment B
                                                                                 Michigan, LLC
DCO1/2918013. 1.PPTX


                            ATTACHMENT D
        DOMESTIC SECTION 214 TRANSFER OF CONTROL INFORMATION

                                  Description of Transaction

       Applicants Knology, Inc. ("Knology") and WideOpenWest Finance, LLC ("WOW!"),

seek consent from the Commission to transfer control of Knology and the subsidiaries of

Knology listed in Attachment A (the "Knology Companies") to WOW!.              Knology and the

Knology Companies hold domestic and international Section 214 authorizations as listed in

Attachment A. The underlying transaction is the implementation of a Merger Agreement by and

between Knology, WOW! and WOW!‘s indirect parent, Avista Capital Partners, LP ("Avista"),

to permit WOW! to acquire all the issued and outstanding shares of the capital stock of Knology.

This acquisition will be accomplished by the purchase for cash of the common stock of Knology.

WOW! will incur secured term financing as well as issue unsecured bonds to fund the

acquisition of Knology and pay off existing indebtedness of Knology.

                 Description of Geographic Areas in Which the Transferor
              and the Transferee Offer Domestic Telecommunications Services

       Transferor Knology, through the Knology Companies, provides local exchange and

access services in Alabama, Florida, Georgia, Iowa, Kansas, Kentucky, Minnesota, Missouri,

Rhode Island, South Carolina, South Dakota, and Tennessee.

       Transferee WOW!, through operating subsidiaries, provides digital cable service,

broadband services and competitive telecommunications and VoIP communications services in

metropolitan areas in the states of Indiana, Ohio, Michigan and Illinois. Its subsidiary Sigecom,

LLC holds a Section 214 international resale authorization.




                                          Attach. D—1


                      Statement of Qualification for Streamlined Processing

        Under Commission rules, streamlined processing is presumptively applied to domestic

Section 214 transfer of control applications in a number of cirecumstances where dominant

incumbent local exchange carriers are not consolidating their operations or where the

combination could not lead to any concerns about undue market concentration.                    As noted

previously, certain Knology Companies provide service as rural ILECs in portions of Alabama,

Georgia, and South Dakota. In all other locations, Knology and the Knology Companies provide

service as a competitive LEC. There is no current geographic overlap of WOW! (including its

affiliates, as that term is defined in Section 3(1) of the Act ("Affiliates")) and Knology

operations.*

        As a result of consummating this proposed transaction, the Transferee (including its

Affiliates) would have a market share in the interstate, interexchange market of less than 10

percent. WOW (including its Affiliates) provides communications services exclusively outside

the geographic area where Knology and the Knology Companies have LEC operations.5 Thus,

this Joint Application qualifies for presumptive streamlined treatment under the terms of Section

63.03(b)(2)(ii) of the Commission‘s Rules.

    Specifically, there is no geographic overlap between any of WOW!‘s cable operations,
telecommunications operations, telephone service areas (if any), or cable franchise areas, on the one hand,
and the cable operations, telecommunications operations, telephone service areas, or cable franchise areas
of Knology or the Knology Companies, on the other. Furthermore, there is no geographic overlap
between any of the cable operations, telecommunications operations, telephone service areas, or cable
franchise areas of Knology or the Knology Companies, on the one hand, and the cable operations,
telecommunications operations, telephone service areas, or cable franchise areas (if any) of WOW!‘s
affiliates, as that term is defined in either Section 3(1) of the Act or Section 76.505 of the Commission‘s
Rules.


5       WOW! offers a range of diverse communications services, including digital telephone operations
in a number of metropolitan communities in IMinois, Michigan, Indiana and Ohio. Its digital telephone
operations do not overlap with Knology‘s ILEC operations.




                                              Attach. D—2


                                      Public Interest Statement

       WOW! seeks to acquire Knology and the Knology Companies to further its business

strategy of growth via acquisition of communications companies and continued expansion of

services to its subsidiaries‘ current and growing customer base. WOW!‘s operations approach

and focus on delivering a superior employee and customer experience has resulted in consistent

recognition over the years from independent parties, including fourteen J.D Power and

Associates awards for customer satisfaction since 2005 and a first place ranking from Consumer

Reports for one or more of its services since 2007.     WOW! plans to leverage its customer—

focused management approach and operating expertise to further growth within Knology‘s

residential and business customer base.

       The shareholders of Knology have agreed to the proposed merger in order to realize their

significant investment in Knology and to allow the customers of Knology and the Knology

Companies the numerous benefits of WOW!‘s management capabilities. These benefits include:

(1) a decentralized management philosophy which stresses local decision making, community

involvement and leadership; (2) enhanced opportunities for personal and professional

development that joining WOW! offers to Knology employees; (3) increased capability that

WOW! can bring to provide high quality telephone services, including broadband and vertical

services to the customers of Knology and the Knology Companies; and (4) the commitment and

record of WOW! of providing high quality communications services and reasonable prices.

       As a result of the merger, Knology will enjoy enhanced access to capital. The long—term

benefit to Knology customers from the merger arises from the opportunity it affords Knology

and the Knology Companies to upgrade or replace infrastructure and to provide advanced

communications services to customers. These advanced communications services include: (a)




                                          Attach. D—3


WOW! Ultra TV, a technologically advanced hybrid IP—based solution that provides for the

convergence of video, Internet and telephony services by combining whole home DVR

capabilities with an Emmy award winning smart menu, the ability to view personal digital

content from the PC to the TV, and a platform for future developments such as visual voicemail,

video conferencing and phone feature management apps; (b) TV Everywhere, the ability to

access and view content such as HBO Go and CNN Live TV on an authenticated basis across a

variety of devices including mobile phones and tablets; and (c) next generation broadband home

security and monitoring that enables interactivity and features such as energy management.

       In addition, Knology customers will enjoy long—term economic benefits from the sharing

and application of best practices by WOW!. WOW!‘s strategic approach to Internet peering and

content caching has resulted in improved performance and a higher quality customer Internet

experience which will extend to Knology customers upon adoption of WOW! network

management practices. WOW! also expects to realize cost benefits from the scale efficiencies of

provisioning Internet and telephony services across the enterprise, resulting in the ability to more

effectively compete for customers.

       At the same time, the proposed transaction will have no adverse impact on current

Knology customers, as the transaction will be transparent to them. All existing customers of

Knology and the Knology Companies will continue to receive their existing services at the same

rates, terms and conditions as at present. Any future changes to the rates, terms and conditions

of service will be made consistent with any applicable Commission requirements. Furthermore,

all existing customers of Knology and the Knology Companies will continue to be served by

Knology and the Knology Companies pursuant to the existing international and domestic Section

214 authorizations held by Knology and/or the Knology Companies.




                                           Attach. D—4


       The Applicants expect that that the proposed merger not only will benefit the state and

local economies in the markets presently served by Knology and the Knology Companies but

also will allow for the extension of competition, the introduction of new products and services

and enhanced     consumer choice advanced        communications     services.   Furthermore, the

combination of WOW! and Knology will pose no threat to competition in the dom/estic interstate

interexchange or local exchange markets. As discussed above, there is no geographic overlap

between the current operations of WOW! and Knology. While the Knology and the Knology

Companies provide service in Alabama, Florida, Georgia, Iowa, Kansas, Kentucky, Minnesota,

Missouri, Rhode Island, South Carolina, South Dakota, and Tennessee, with ILEC operations in

portions of Alabama, Georgia, and South Dakota, WOW! currently provides service in Indiana,

Ohio, Michigan and Illinois. As such, the proposed transaction will not lead to a concentration

of any market shares in any territory or the elimination of a competitor.

       WOW! has demonstrated its ability to confer these benefits through investment in its

existing markets of over $350 million over the last three years in network expansion,

infrastructure and equipment upgrades.        These investments have paved the way for the

deployment of new and enhanced products and services, in order to make WOW!‘s full suite of

services, competition and consumer choice available to over 1.7 million households and

businesses.

          Identification of All Other FCC Applications Related to the Transaction

       In addition to Section 214 authorizations, Knology and the Knology Companies hold

several other FCC authorizations subject to transfer under the terms of the Merger Agreement.

These Knology Companies and the authorizations they hold are as follows:




                                           Attach. D—5


              Entity                                Authorization
Knology of Kansas, Inc.               E070103
                                      C—band receive—only earth station
                                      registration Lawrence, KS
Knology Total Communications,         E070117
Inc.                                  C—band receive—only earth station
                                      registration
                                      Ashford, AL
Knology of the Plains, Inc.           E970192
                                      C—band receive—only earth station
                                      registration
                                      Viborg, SD
Knology of South Dakota, Inc.         KRK754
(may be listed as PrairieWave         PMRS license —IG radio service
Communications, Inc.)
Knology of Kansas, Inc.               KVE552
                                      PMRS license —IG radio service
Knology Total Communications,         WNRL416
Inc.                                  PMRS license —— IG radio service

Knology of Columbus, Inc.             WNXY245
                                      PMRS license—IG radio service
Knology of Florida, LLC               WPFCI8S5
                                      PMRS license—IG radio service
Knology of the Black Hills, LLC       WPQK308
                                      PMRS license —IG radio service
Knology Total Communications,         WQI370
Inc.                                  PMRS license —IG radio service

Knology of Alabama, Inc.              WNHN243
                                      PMRS license— GB service (Business,
                                      806—821/851—866 MHz, conventional;
                                      private mobile, not interconnected)
Knology of Central Florida, Inc.      WPPZ640
                                      PMRS license — YU radio service
                                      (Business, 896—901/935—940 MHz,
                                      trunked; private mobile, not
                                      interconnected)


          Identification of any Separately Filed Waiver Requests

                                     None.




                                   Attach. D—6



Document Created: 2012-04-30 17:04:25
Document Modified: 2012-04-30 17:04:25

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