WOW-Crestview Furthe

SUPPLEMENT submitted by Crestview, L.L.C.

Further Supplement to Joint Application

2017-05-17

This document pretains to ITC-T/C-20160111-00005 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016011100005_1226548

March 8, 2017 Assistant Attorney General for National Security U.S. Department of Justice National Security Division 950 Pennsylvania Avenue NW Washington, DC 20530 ttelecom@usdoj.gov Subject: Pending Joint Application for Consent to Transfer Control of Domestic and International Section 214 Authorizations from WideOpen West Finance, LLC and its Subsidiaries to Crestview, L.L.C., pursuant to Section 214 of the Communications Act of 1934, as amended (FCC file number ITC-T/C- 20160111-00005 and ITC-T/C-20160111-00006; WC Docket No. 16-12; TT Case 16-09/10) Dear Assistant Attorney General, This Letter of Agreement (“LOA” or “Agreement”) outlines the commitments made by Crestview, L.L.C. (“Crestview”) and WideOpen West Finance, LLC (“WOW”) (together, “the Applicants”) and the U.S. Department of Justice (“USDOJ”), in order to address national security, law enforcement, and public safety concerns raised with regard to the Applicants’ application (the “Application”) to the Federal Communications Commission (“FCC” or “Commission”) for approval to transfer to Crestview control of WOW’s telecommunications operating subsidiaries’ (“the WOW Companies”) authority to provide Global or Limited Global Resale services between the U.S. and all authorized international points pursuant to Section 214 of the Communications Act of 1934, as amended (“Section 214”), Title 47, Code of Federal Regulations, Section 63.18(e)(2). WOW is a limited liability company, incorporated in Delaware, with corporate headquarters in Englewood, Colorado. Through the WOW Companies, WOW provides communications, video and broadband services, including digital cable, HDTV, DVR, Internet, local and long distance services. WOW is the 9th largest cable company in the United States with more than 809,000 subscribers. Three of the WOW Companies provide rural Incumbent Local Exchange Carrier Services (Rural ILEC) in Alabama and Georgia while the other WOW Companies provide service as competitive Local Exchange Carriers (LECs) and/or hold international section 214 authority. Knology, Inc. (“Knology”) and Sigecom, LLC (“Sigecom”) are subsidiaries of WOW. Knology is a Delaware corporation headquartered at 1241 O.B. Skinner Drive, West Point, Georgia 31833.1 Sigecom is an Indiana Limited Liability Company headquartered at 7887 East Belleview, Suite 1000, Englewood, Colorado 80111. 1 The following wholly-owned subsidiaries operate under Knology’s license, ITC-214-20000203-0075: Globe Telecommunications (Georgia); Knology of Alabama (Delaware); Knology of Florida (Delaware); Knology

Crestview, the acquirer, is a private equity firm based in New York. Crestview focuses on the energy, financial services, healthcare, industrial and media sectors. Crestview has acquired an approximate 37 percent ownership interest in Racecar Holdings, LLC (“Racecar Holdings”), a Delaware limited liability company and the ultimate owner of WOW, through several investment vehicles. Upon FCC grant of the Application, Crestview will obtain negative consent rights with respect to the hiring, firing, or entering into employment agreements with senior management of Racecar Holdings. Crestview’s investment vehicles include three funds that made direct investments in Racecar Holdings: Crestview W1 Holdings, L.P. (“Crestview Holdings”); Crestview W1 Co- Investors, LLC (“Crestview Co-Investors”); and Crestview W1 TE Holdings, LLC. Of these investment vehicles, only Crestview Holdings owns a 10 percent or greater interest in Racecar Holdings (approximately 30 percent). The limited partnership interests in Crestview Holdings are held directly by Crestview Partners III Co-Investors, L.P., a Cayman Islands entity (“Crestview Cayman Islands”). Furthermore, the limited liability company interests of Crestview Co-Investors are held approximately 42 percent by Crestview Partners III (Co- Investment B), L.P., which is also a Cayman Islands entity. The sole general partner of Crestview Partners III (Co-Investment B), L.P. is Crestview Partners III GP, L.P. (“CPIII GP”). The investment committee of CPIII GP, which will control the Crestview investment, is made up of ten members, including nine U.S. citizens and one citizen of the United Kingdom. The investment committee operates by a majority rule with respect to voting, selling, and making follow-on investments in portfolio companies. Crestview’s investment provided additional capital to the WOW Companies, which enhanced the WOW Companies’ ability to maintain, improve, and extend their infrastructure, innovate and offer new products and services to consumers, and better compete in the marketplace. Operations, Records, and Law Enforcement Requests. The Applicants agree that they will inform USDOJ within 60 days if WOW changes its business model to provide telecommunications services in the U.S. in addition to those identified herein, including notice of any provision by WOW of service to the destination countries in which WOW reports the existence of a foreign carrier affiliate to the FCC under 47 C.F.R. § 63.11. In addition, the Applicants confirm that, for any services requiring compliance with the Communications Assistance for Law Enforcement Act (“CALEA”), 47 U.S.C. §§ 1001-1010, the Applicants will comply with CALEA. of South Carolina (Delaware); Knology of Tennessee (Delaware); Knology of the Valley (Georgia); Knology Total Communications (Alabama); Valley Telephone Company (Alabama); and Wiregrass Telecom (Alabama).  Page 2


Document Created: 2017-05-17 15:54:07
Document Modified: 2017-05-17 15:54:07
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