Attachment Exhibit E

This document pretains to SES-T/C-20120816-00755 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2012081600755_963720

Exhibit E Schedule A FCC Application 312 WideOpenWest Finance, LLC WideOpenWest Finance, LLC. (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. Avista Capital Partners, L.P. (“Avista”), a Delaware limited partnership, has 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, has 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, has 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, has approximately a 20 percent direct ownership interest in, and less than a 50 percent voting interest in Racecar Holdings, LLC. 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. 1 The address for Avista, Avista Offshore, Avista III, Avista Offshore III, Avista GP, Avista Member, Mr. Dean, Mr. Webster, Mr. Burgstahler, Mr. Durkin, and Mr. Kwon is 65 East 55th Street, 18th Floor, New York, New York 10022. Northwestern Mutual Life Insurance Company (“Northwestern”) has 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. A Organizational Chart is attached hereto. 1 Thompson Dean and Steven Webster each holds veto power.

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 a veto) | Non Voting Avista Capital Managing Member, LLC Limited Partners* Members GP (not insulated) c Twnuemnne Managing . . Member Avista Capital Partners I!I, GP, L.P. Insulated Limited Insulated Limited * * 1 . Partners Partners Avista Capital Partners GP, LLC Insulated & insulated GF Limited Partners* Limited Partners* GP o h._w_w\_.~_W.lmmnr mm Norhwests—h Avista Capital Avista Capital Partners Avista Capital Partners Other Co ife Avista Capital Partners III, L.P. e ( Musst ds Partners, L.P. (Offshore), L.P. C {Offshore) III, L.P. investors Insurance Company | 21.6% of equity 21.5% of equity 5.7% of equity | 14.4% of equity 5.9% of equity 31.1% equity 0% of vote 31.0% of vote 8.2% of vote: 1 20.8%of vote 8.5% of vote 31.6% vote collectively collectively among 3 entities Racecar Holdings, LLC 100% ownetship of: Racecar Acquisition, LLC 100% own@rship of: WideopeWest Networks, Inc. WideOpenWest IIlinois, Inc. WideOpenWest Ohio, Inc. WideOpenWest Inc. Cleveland, WOW Sigecom, Inc. T I 100% ownthip of. Cns J WideOpenWest Finance, LLC [Transferee] 100% ownerslip of. WideOpenWest WideOpenWest IIlinois, WideOpenWest WideOpenWest Ohio, WideOpenWest Networks, LLC LLC** Michigan, LLC** LLC** Cleveland, LLC** Knology, Inc. I [Transferor] . . WideOpenWest Mid— *No limited partner will **Operating entity, Michigan Holdings, LLC | holid a 5% or greater providing MVPD, data . Sigecom, LLC** Eholoey Onered equity interest (directly or {internet) and voice ! noiogy Uperating indirectly) in Knology. services. WideOpenWest Mid— Entities Michigan, LLC** See Attachment B DCO1/2918013.1.PPTX


Document Created: 2012-08-16 18:01:11
Document Modified: 2012-08-16 18:01:11
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC