UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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WideOpenWest, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

WIDEOPENWEST, INC.
7887 East Belleview Avenue, Suite 1000
Englewood, CO 80111

To the Stockholders of WideOpenWest, Inc.:

You are cordially invited to attend a special meeting of stockholders (together with any adjournment, postponement, or other delay thereof, the “Special Meeting”) of WideOpenWest, Inc., a Delaware corporation (the “Company”), which will be held via a live webcast at [      ]. The Special Meeting will be held on [      ], at [      ], Eastern time.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time), dated August 11, 2025 (the “Merger Agreement”), by and among the Company, 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”). Parent and Merger Sub are affiliates of DigitalBridge Investments, LLC (“DigitalBridge”) and Crestview Partners III GP, L.P. (“Crestview”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent. At the Special Meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger, and a proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the proposal to adopt the Merger Agreement. If the Merger is completed, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), subject to certain exceptions specified in the Merger Agreement, will be converted automatically into and will thereafter represent only the right to receive cash in an amount equal to $5.20 per share, without interest (the “Merger Consideration”), subject to any applicable withholding taxes, and will be automatically cancelled upon the conversion thereof and will cease to exist.

The Merger Consideration represents a premium of approximately 37.2% to the unaffected closing price of $3.79 on May 2, 2024, the last trading day before the public announcement of the initial non-binding offer of $4.80 submitted by DigitalBridge and affiliates of Crestview on May 2, 2024 (the “Initial Proposal”), and a premium of approximately 53.8% to the closing price of $3.38 on August 11, 2025, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby.

The proposed Merger is a “going private transaction” under the rules of the United States Securities and Exchange Commission. If the Merger is completed, the Company will become a privately held company.

On May 5, 2024, the Company’s Board of Directors (the “Company Board”) established a Special Committee of the Company Board, composed entirely of independent directors who are independent of Crestview and DigitalBridge and who are disinterested in the Merger (the “Special Committee”) and delegated exclusively to the Special Committee the full power and authority of the Company Board, to the fullest extent permitted by law, (1) to take certain actions with respect to the Initial Proposal or any alternative strategic transaction involving the Company, its assets or its liabilities, (2) to make one or more recommendations to the Company Board with respect to any such transaction, (3) to review and evaluate the Initial Proposal and potential alternatives to the Initial Proposal, (4) to negotiate with DigitalBridge, Crestview, and other parties as the Special Committee deemed necessary or desirable, (5) to reject the Initial Proposal or any alternative transaction, and terminate negotiations with respect thereto, and (6) to take all

 

 

other actions and do all other things that, in the judgment of the Special Committee, may be deemed necessary, appropriate or advisable to assist the Special Committee in carrying out its responsibilities. The Special Committee, as more fully described in the enclosed proxy statement, with the assistance of its independent financial and legal advisors, considered, evaluated and negotiated the Merger Agreement.

At the conclusion of its review, the Special Committee, among other things, unanimously (1) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and the holders of shares of Company Common Stock, excluding those shares of Company Common Stock held, directly or indirectly, by or on behalf of (a) Parent and the Rollover Stockholders (as defined below), their respective affiliates and associates (within the meaning of Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and portfolio companies majority owned by such investment fund affiliates and (b) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act (the “Unaffiliated Company Stockholders”), (2) recommended to the Company Board that it approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and (3) resolved to recommend that the Unaffiliated Company Stockholders adopt the Merger Agreement.

The Company Board has, acting upon the recommendation of the Special Committee, unanimously (a) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and its stockholders, (b) approved the execution, delivery and performance of the Merger Agreement and the other transaction documents and the consummation of the transactions contemplated thereby, including the Merger, (c) directed that the adoption of the Merger Agreement be submitted to the stockholders of the Company at the Special Meeting and (d) resolved to recommend that the stockholders of the Company adopt the Merger Agreement in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”) at the Special Meeting (such recommendation, the “Company Board Recommendation”). In addition, the Company Board, on behalf of the Company, believes that the Merger Agreement and the transactions contemplated by the Merger Agreement are fair to the Company’s “unaffiliated security holders” ​(as defined in Rule 13e-3 under the Exchange Act).

The Company Board, acting upon the recommendation of the Special Committee, unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement, (2) “FOR” the non-binding advisory proposal with respect to the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger, and (3) “FOR” the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the proposal to adopt the Merger Agreement at the time of the Special Meeting.

Your vote is very important, regardless of the number of shares you own.   Under the terms of the Merger Agreement, the approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereon. Each share of Company Common Stock that you own as of the close of business on [      ] (the “Record Date”) is entitled to one vote on each matter submitted for a vote at the Special Meeting. If you fail to vote on the proposal to adopt the Merger Agreement, the effect will be the same as a vote against such proposal.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger, and the other proposals to be considered at the Special Meeting. A copy of the Merger Agreement is attached as Annex A to this proxy statement. The accompanying proxy statement also describes the actions and determinations of the Company Board and the Special Committee in connection with their evaluation of, among other things, the Merger Agreement and the Merger. Please read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

On August 11, 2025, (i) Crestview W1 TE Holdings, LLC, Crestview W1 Holdings, L.P., Crestview W1 Co-Investors, LLC, and Crestview Advisors, L.L.C. (collectively, the “Crestview Rolling Stockholders”); and (ii) Brian P. Cassidy, Daniel G. Kilpatrick, and Barry S. Volpert (collectively, the “Individual Rolling Stockholders,” and together with the Crestview Rolling Stockholders, the “Rollover Stockholders,” and each, a “Rollover Stockholder”), who collectively, beneficially held approximately 37% of the voting power of the

 

 

outstanding shares of Company Common Stock as of October 3, 2025, entered into the Voting, Support and Rollover Agreement, by and among the Company, Parent, the Rollover Stockholders and Crestview, in its capacity as the representative of the Rollover Stockholders (the “Rollover Agreement”). The Rollover Agreement provides that each of the Individual Rolling Stockholders will contribute all of the shares of Company Common Stock that they own (including any Crestview Restricted Shares (as described below)) to Crestview Advisors, L.L.C. in exchange for equity interests in Crestview Advisors, L.L.C., and such equity interests in the Company will then be contributed, together with the Company Common Stock held by the Crestview Rolling Stockholders, to Merger Sub in exchange for equity interests in Bandit HoldCo, Inc. (“HoldCo”), which equity interests in HoldCo will then be contributed to Parent in exchange for equity interests in Parent. The foregoing contributions and exchanges of the Rollover Stockholders’ equity interests in the Company (the “Rollover Shares”) will happen immediately prior to the closing of the Merger. Solely as a result of such contributions and exchanges, the Crestview Rolling Stockholders will own direct equity interests in Parent following the consummation of such contributions and exchanges. The Rollover Agreement further provides that each Rollover Stockholder will vote all of its shares of Company Common Stock entitled to vote thereon in favor of the proposal to adopt the Merger Agreement and the other proposals to be presented at the Special Meeting, subject to the terms and conditions contained in the Rollover Agreement, and that each Rollover Stockholder is prohibited from transferring or encumbering any of its shares of Company Common Stock while the Rollover Agreement is in effect. The Rollover Stockholders are prohibited from acquiring any additional shares of Company Common Stock or taking any actions that are prohibited by the Rollover Stockholders or their affiliates pursuant to the Merger Agreement with respect to the Company soliciting Alternative Proposals, as described in the section of the accompanying proxy statement captioned “Restrictions on Solicitation of Other Acquisition Offers,” in each case, while the Rollover Agreement is in effect. Following the Effective Time, the Crestview Rolling Stockholders will be entitled to certain governance rights with respect to Parent, in which they will ultimately receive certain equity interests in exchange for their Rollover Shares pursuant to the Rollover Agreement. The full text of the Rollover Agreement attached as Annex C to this proxy statement is incorporated by reference in this proxy statement in its entirety.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card) or mark, sign, date and return the enclosed proxy card by mail as promptly as possible using the enclosed prepaid reply envelope. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to grant your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the adoption of the Merger Agreement.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th floor
New York, New York 10022
Shareholders may call toll free: (877) 750-0831
Banks and Brokers may call collect: (212) 750-5833

 

 

Thank you for your support.

Sincerely,

Teresa Elder
Chief Executive Officer
[      ]

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated as of [     ], 2025 and, together with the enclosed form of proxy card, is first being mailed to stockholders of the Company on or about [     ], 2025.

 

 

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

WIDEOPENWEST, INC.
7887 East Belleview Avenue, Suite 1000
Englewood, CO 80111

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [     ]

Notice is given that a special meeting of stockholders (together with any adjournment, postponement or other delay thereof, the “Special Meeting”) of WideOpenWest, Inc., a Delaware corporation (the “Company”), will be held on [      ], at [      ], Eastern time, for the following purposes:

1.

To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated August 11, 2025, by and among the Company, Bandit Parent, LP and Bandit Merger Sub, Inc., pursuant to which Bandit Merger Sub, Inc. will merge with and into the Company (the “Merger Proposal” and such merger, the “Merger”);

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2.

To consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger (the “Compensation Proposal”); and

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3.

To consider and vote on any proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

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The foregoing matters are more fully described in the attached proxy statement. The proxy statement and the Merger Agreement attached thereto are hereby incorporated by reference in this Notice.

Under the terms of the Merger Agreement, the approval of the Merger Proposal requires the affirmative vote of holders of a majority of the issued and outstanding shares of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”) entitled to vote thereon. Approval of each of the Compensation Proposal and the Adjournment Proposal require the affirmative vote of the holders of a majority in voting power of the shares of capital stock of the Company present in person or represented by proxy at the Special Meeting and entitled to vote thereon.

The Special Meeting will be held by means of a live webcast at [     ]. We believe this is the most effective approach for enabling stockholder attendance and participation. The Special Meeting will begin promptly at [     ], Eastern time. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares).

Only the Company’s stockholders as of the close of business on [  ] (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or at any postponement or adjournment thereof. A list of stockholders of record entitled to vote at the Special Meeting will be available for a period of at least 10 days before the Special Meeting on a reasonably accessible electronic network or during ordinary business hours at the Company’s corporate headquarters located at 7887 East Belleview Avenue, Suite 1000, Englewood, Colorado 80111, and on the virtual meeting website during the Special Meeting.

The Company Board, acting upon the recommendation of the Special Committee, unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement, (2) “FOR” the non-binding advisory proposal

 

 

with respect to the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger, and (3) “FOR” the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.

Record holders and beneficial owners of Company Common Stock who do not vote in favor of the proposal to adopt the Merger Agreement and who otherwise comply with the requirements under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) will have the right to seek appraisal of the “fair value” of their shares of Company Common Stock (exclusive of any element of value arising from the accomplishment or expectation of the Merger and together with interest thereon, as described in the accompanying proxy statement) in lieu of receiving $5.20 per share in cash, without interest and subject to any applicable withholding taxes, if the Merger is completed, as determined in accordance with Section 262 of the DGCL. To do so, a record holder or beneficial owner must properly demand appraisal before the vote is taken on the Merger Agreement at the Special Meeting and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. A copy of Section 262 of the DGCL is attached to the accompanying proxy statement as Annex D and may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated in this notice by reference.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card) or sign, date and return, as promptly as possible, the enclosed proxy card by mail in the postage-paid envelope provided. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the Merger Proposal.

By Order of the Board of Directors,

Teresa Elder
Chief Executive Officer
[       ]

 

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

WIDEOPENWEST, INC.

PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [    ]

This proxy statement is dated [     ], 2025 and, together with the enclosed form of proxy card,
is first being sent to stockholders on or about [    ], 2025.

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

TABLE OF CONTENTS

 

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ANNEX A — AGREEMENT AND PLAN OF MERGER

ANNEX B — OPINION OF CENTERVIEW

ANNEX C — VOTING, SUPPORT AND ROLLOVER AGREEMENT

ANNEX D — 

SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

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CERTAIN DEFINED TERMS

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

Adjournment Proposal means the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.

Cancelled Shares means each share of Company Common Stock that is directly owned by the Company as treasury stock or otherwise, or by Parent or Merger Sub immediately prior to the Effective Time, including any Rollover Shares.

Certificate of Merger means a certificate of merger in such form as required by and in accordance with the applicable provisions of the DGCL.

Closing means the closing of the Merger.

Closing Date means the date on which the closing of the Merger actually occurs.

Code means the Internal Revenue Code of 1986, as amended.

Company means WideOpenWest, Inc., a Delaware corporation. In addition, the terms “we,” “us” and “our” refer to the Company.

Company Board means the board of directors of the Company.

Company Board Recommendation means the Company Board’s recommendation that the stockholders of the Company adopt the Merger Agreement in accordance with the DGCL at the Special Meeting.

Company Bylaws means the Amended and Restated Bylaws of the Company.

Company Common Stock means the common stock, par value $0.01 per share, of the Company.

Company LTI Awards means (a) the Company LTI Cash Awards, (b) the Company PSU Awards, (c) the Company Restricted Share Awards and (d) the Crestview Restricted Share awards.

Company LTI Cash Award means each long-term incentive cash award of the Company.

Company PSU Award means each restricted share unit award granted subject to any performance-based vesting terms in respect of Company Common Stock.

Company Restricted Share Award means each award of restricted shares of Company Common Stock.

Compensation Proposal means the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger.

Consortium means, collectively, (a) DigitalBridge, (b) Parent Holdings, (c) Crestview and (d) the Crestview Rolling Stockholders.

Crestview means Crestview Partners III GP, L.P., a Cayman Islands limited partnership.

Crestview Restricted Share means any restricted share held by the Individual Rolling Stockholders on behalf of or for the benefit of Crestview Advisors, L.L.C. and its affiliates, as set forth on Parent’s confidential disclosure schedule to the Merger Agreement.

Crestview Rolling Stockholders means (a) Crestview W1 TE Holdings, LLC, a Delaware limited liability company, (b) Crestview W1 Holdings, L.P., a Delaware limited partnership, (c) Crestview W1 Co-Investors, LLC, a Delaware limited liability company and (d) Crestview Advisors, L.L.C., a Delaware limited liability company.

DBRG means DigitalBridge Group, Inc., a Maryland corporation.

 

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Deferred Closing Date means the twelfth (12th) business day after the satisfaction or waiver (to the extent permitted hereunder) of the last of the conditions set forth in Article 6 of the Merger Agreement to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing).

DGCL means the General Corporation Law of the State of Delaware.

DigitalBridge means DigitalBridge Investments, LLC, a Delaware limited liability company.

Dissenting Shares means all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time (other than the Excluded Shares) and that are held by the Company stockholders who are entitled to demand appraisal and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such shares of Company Common Stock held by any such holder and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL.

Effective Time means the effective time of the Merger.

Equity Commitment Letter means the commitment letter, dated August 11, 2025, by and among the Equity Investor and Parent, pursuant to which the Equity Investor has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amounts set forth therein.

Equity Investor means DigitalBridge Partners III, LP, a Delaware limited partnership.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Excluded Shares means (a) any Cancelled Shares and (b) each share of Company Common Stock that is owned by any direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time.

FCC means the Federal Communications Commission or any successor agency.

FCC Applications means all necessary filings to obtain any consents, permits, authorizations, waivers, clearances, approvals or expirations or terminations of waiting periods from or with respect to the FCC that are required in connection with the Merger and the other transactions contemplated by the Merger Agreement.

GAAP means U.S. generally accepted accounting principles.

HoldCo means Bandit HoldCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent.

HoldCo Shares means common shares of HoldCo.

Individual Rolling Stockholders means (a) Brian P. Cassidy, (b) Daniel G. Kilpatrick and (c) Barry S. Volpert.

IRS means the Internal Revenue Service.

Merger means the merger of Merger Sub with and into the Company pursuant to the Merger Agreement in accordance with the applicable provisions of the DGCL, with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent.

Merger Agreement means the Agreement and Plan of Merger, dated August 11, 2025, by and among the Company, Parent and Merger Sub, as it may be amended, supplemented or modified from time to time.

Merger Consideration means $5.20 in cash per share of Company Common Stock, without interest.

Merger Proposal means the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of Parent.

Merger Sub means Bandit Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent.

 

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Parent means Bandit Parent, LP, a Delaware limited partnership.

Parent Entities means Merger Sub and Parent.

Parent Holdings means DB Bandit Holdings, LP, a Delaware limited partnership and an affiliate of Parent.

Parent Material Adverse Effect means an effect that would prevent or materially delay the Closing or prevent or materially delay or materially impair the ability of Parent or Merger Sub to satisfy the conditions precedent to the Merger, to obtain financing for the Merger or to consummate the Merger and the other transactions contemplated by the Merger Agreement.

Parent Units means the common units of Parent.

PSU Acceleration Portion means, as applicable, (a) if the Effective Time occurs on or before February 12, 2026, a prorated portion of each Company PSU Award determined based on a fraction, the numerator of which is the number of whole months between the grant date and April 30, 2026 and the denominator of which is thirty-six (36); or (b) if the Effective Time occurs following February 12, 2026, a prorated portion of each Company PSU Award determined based on a fraction, the numerator of which is the number of whole months between the grant date and April 30, 2027 and the denominator of which is thirty-six (36), and which fraction shall equal thirty-six over thirty-six (36/36) in respect of Company PSU Awards granted in 2024.

Purchaser Filing Parties means the Parent Entities and the Rollover Filing Parties.

Rollover Agreement means the Voting, Support and Rollover Agreement, dated August 11, 2025, by and among the Company, Parent, the Rollover Stockholders and solely in its capacity as the representative as of the Rollover Stockholders, Crestview.

Rollover Filing Parties means Crestview and the Rollover Stockholders.

Rollover Shares means the shares of Company Common Stock contributed to an affiliate of Parent pursuant to the Rollover Agreement.

Rollover Stockholders means (a) the Crestview Rolling Stockholders and (b) the Individual Rolling Stockholders.

RSA Acceleration Portion means, as applicable, (a) if the Effective Time occurs on or before February 12, 2026, the portion of each Company Restricted Share Award that is scheduled to vest on or before April 30, 2026; or (b) if the Effective Time occurs following February 12, 2026, the portion of each Company Restricted Share Award that is scheduled to vest on or before April 30, 2027.

SEC means the United States Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended.

Special Committee means a committee established by the Company Board, composed entirely of independent directors who are independent of Crestview and DigitalBridge and who are disinterested in the Merger.

Special Committee Recommendation means the Special Committee’s recommendation that the Unaffiliated Company Stockholders adopt the Merger Agreement.

Special Meeting means the special meeting of the stockholders of the Company to be held on [   ] at [   ], Eastern time, and any adjournment, postponement or other delay thereof.

Specified Contract means that certain Super-Priority Credit Agreement, dated as of October 11, 2024, by and among WideOpenWest Finance, LLC, as the borrower, the Company, as holdings, Wilmington Savings Fund Society, FSB, as administrative agent, and the lenders from time to time party thereto, as amended by that certain First Amendment, dated as November 6, 2024 and that certain Second Amendment, dated as of August 11, 2025, and as from time to time further amended, restated, amended and restated,

 

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supplemented, modified, replaced or refinanced on or prior to the date of the Merger Agreement and, following the date of the Merger Agreement, as permitted under the Merger Agreement.

Surviving Corporation means the Company, as the surviving corporation of the Merger.

Unaffiliated Company Stockholders means the holders of shares of Company Common Stock, excluding those shares of Company Common Stock held, directly or indirectly, by or on behalf of (a) Parent and the Rollover Stockholders, their respective affiliates and associates (within the meaning of Rule 12b-2 of the Exchange Act) and portfolio companies majority owned by such investment fund affiliates and (b) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act.

 

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. The Company encourages you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which the Company refers in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find Additional Information.”

Q:

Why am I receiving these materials?

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A:

On August 11, 2025, the Company entered into the Merger Agreement. Under the Merger Agreement, Parent will acquire all of the issued and outstanding shares of Company Common Stock for the aggregate Merger Consideration. In order to complete the Merger, the Company’s stockholders must vote to adopt and approve the Merger Agreement at the Special Meeting pursuant to the Company Stockholder Approval. This approval is a condition to the consummation of the Merger. See the section of this proxy statement captioned “The Merger Agreement — Conditions to the Closing of the Merger.” The Company Board is furnishing this proxy statement and form of proxy card to the holders of shares of Company Common Stock as of the Record Date in connection with the solicitation of proxies of the Company’s stockholders to be voted at the Special Meeting.

​

This proxy statement, which you should read carefully, contains important information about the Merger, the Merger Agreement, the Special Meeting and the matters to be voted on at the Special Meeting. The enclosed materials allow you to submit a proxy to vote your shares of Company Common Stock without attending the Special Meeting and to ensure that your shares of Company Common Stock are represented and voted at the Special Meeting.

Your vote is very important. Even if you plan to attend the Special Meeting, the Company encourages you to submit a proxy as soon as possible.

Q:

What is the Merger and what effects will it have on the Company?

​

​

A:

The Merger is the acquisition of the Company by Parent. If the Merger Proposal is approved by the Company’s stockholders pursuant to the Company Stockholder Approval and the other closing conditions under the Merger Agreement are satisfied or waived, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation. As a result of the Merger, the Company will become an indirect wholly owned subsidiary of Parent, and Company Common Stock will no longer be publicly traded and will be delisted from the NYSE. In addition, Company Common Stock will be deregistered under the Exchange Act, and the Company will no longer file periodic reports with the SEC.

​

Q:

What will I receive if the Merger is completed?

​

A:

Upon completion of the Merger, you will be entitled to receive the Merger Consideration, subject to any applicable withholding taxes, for each share of Company Common Stock that you own as of immediately prior to the Effective Time (other than any Excluded Shares), unless you have properly perfected and exercised, and not validly withdrawn or subsequently lost, your appraisal rights under the DGCL, and certain other conditions under the DGCL are satisfied. For example, if you own 100 shares of Company Common Stock as of immediately prior to the Effective Time, you will be entitled to receive $520 in cash in exchange for your shares of Company Common Stock, without interest and less any applicable withholding taxes.

​

Q:

How does the Merger Consideration compare to the market price of Company Common Stock?

​

​

A:

This amount represents a premium of approximately 37.2% to the closing price of Company Common Stock of $3.79 on May 2, 2024, the unaffected price on the last trading day prior to the initial

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17

 

non-binding offer of $4.80, as well as a premium of approximately 53.8% to the closing price of Company Common Stock of $3.38 on August 11, 2025, the last trading day prior to the announcement of the Transaction.

Q:

What am I being asked to vote on at the Special Meeting?

​

A:

You are being asked to vote on the following proposals:

​

•

The Merger Proposal:   the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation and becoming an indirect wholly owned subsidiary of Parent;

​

•

The Compensation Proposal:   the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger; and

​

•

The Adjournment Proposal:   the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.

​

Q:

When and where is the Special Meeting?

​

A:

The Special Meeting will take place virtually on [      ], 2025 at [      ] Eastern time. You may attend the Special Meeting solely via a live webcast at [ ]. You will be able to listen to the Special Meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares).

​

Q:

Who is entitled to vote at the Special Meeting?

​

A:

All of the Company’s stockholders as of the close of business on [      ], 2025, which is the Record Date for the Special Meeting, are entitled to vote their shares of Company Common Stock at the Special Meeting. As of [      ], 2025, there were [      ] shares of Company Common Stock outstanding and entitled to vote at the Special Meeting. Each share of Company Common Stock that you own as of the close of business on the Record Date is entitled to one vote on each matter submitted for a vote at the Special Meeting.

​

Registered Stockholders.   If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered the stockholder of record with respect to those shares and the proxy materials were provided to you directly by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals named as proxies on the proxy card in one of the manners listed on the proxy card or to vote at the Special Meeting.

A list of stockholders of record entitled to vote at the Special Meeting will be available for a period of at least 10 days before the Special Meeting on a reasonably accessible electronic network or during ordinary business hours at the Company’s corporate headquarters located at 7887 East Belleview Avenue, Suite 1000 Englewood, Colorado 80111, and on the virtual meeting website during the Special Meeting.

Beneficial Stockholders.   If your shares are held in a stock brokerage account or by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name” and the proxy materials were forwarded to you by your bank, broker or other nominee, who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares using the methods prescribed by your bank, broker or other nominee on the voting instruction card you received with the proxy materials. Like stockholders of record, beneficial owners are invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you follow your broker’s, bank’s or other nominee’s procedures for obtaining a legal proxy from it, as the stockholder of record.

 

18

 

Q:

What vote is required to approve the Merger Proposal?

​

A:

Under the terms of the Merger Agreement, the approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereon.

​

Q:

What vote is required to approve each of the Compensation Proposal and the Adjournment Proposal?

​

​

A:

Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of capital stock of the Company present in person or represented by proxy at the Special Meeting and entitled to vote thereon. This vote will be on a non-binding, advisory basis.

​

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of capital stock of the Company present in person or represented by proxy at the Special Meeting and entitled to vote thereon.

Q:

What happens if I fail to vote or abstain from voting on a proposal?

​

​

A:

If you (1) are a stockholder of record and fail to submit a validly executed proxy card, grant a proxy over the internet or by telephone, or vote your shares at the Special Meeting, or if you (2) hold in “street name” and you fail to instruct your bank, broker or other nominee on how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and such failure to vote will have the same effect as voting “AGAINST” the Merger Proposal, the Compensation Proposal or the Adjournment Proposal.

​

If you affirmatively abstain from voting, your shares will be counted as present for purposes of determining the presence of a quorum, but such abstention will have the same effect as voting “AGAINST” the Merger Proposal, the Compensation Proposal or the Adjournment Proposal.

Q:

How will certain other stockholders vote on the Merger Proposal?

​

​

A:

The Rollover Filing Parties, who beneficially owned, in the aggregate, approximately 37% of the voting power of the outstanding shares of Company Common Stock as of October 3, 2025, entered into the Rollover Agreement, pursuant to which each Rollover Stockholder agreed to vote or cause to be voted all of their respective shares of Company Common Stock in favor of the Merger Proposal, subject to the terms and conditions contained in the applicable Rollover Agreement. Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereon. For more information, see the sections of this proxy statement captioned “Special Factors — Intent of Certain Stockholders to Vote in Favor of the Merger” and “The Rollover Agreement,” as well as the full text of the Rollover Agreement, attached as Annex C to this proxy statement, respectively, which are incorporated by reference in this proxy statement in their entirety.

​

Q:

What do I need to do now?

​

A:

We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that the Company refers to in this proxy statement, including the Schedule 13E-3 and the exhibits thereto, carefully and consider how the Merger affects you. Then, even if you expect to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card), or sign, date and return by mail, as promptly as possible, the enclosed proxy card, so that your shares can be voted at the Special Meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card.

​

Q:

What is the Special Committee, and what role did it play in evaluating the Merger?

​

A:

The Company Board formed the Special Committee to, among other things, investigate, review and evaluate the Initial Proposal and the transactions contemplated thereby; to review and evaluate potential

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19

 

alternatives to the Initial Proposal; to negotiate with DigitalBridge and Crestview or any other party; to determine whether any Transaction is advisable, fair to and in the best interests of the Company and the Unaffiliated Company Stockholders; and to report to the Company Board and recommend to the Company Board what action, if any, should be taken by the Company with respect to the Initial Proposal and/or any Transaction. The Special Committee is composed entirely of independent directors who are independent of Crestview and DigitalBridge and who are disinterested in the Merger. As more fully described in the section of this proxy statement captioned “Special Factors — Reasons for the Merger; Recommendations of the Special Committee and the Company Board,” the Special Committee evaluated the Merger Agreement, the Rollover Agreement, the Equity Commitment Letter, the Parent Limited Guarantee and the transactions contemplated by the Merger Agreement, including the Merger, with the assistance of its own independent financial and legal advisors and, where appropriate, the Company management. At the conclusion of its review, the Special Committee, among other things, unanimously (1) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and the Unaffiliated Company Stockholders, (2) recommended to the Company Board that it approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and (3) resolved to recommend that the Unaffiliated Company Stockholders adopt the Merger Agreement.

Q:

How do the Special Committee and the Company Board recommend that I vote?

​

​

A:

The Special Committee unanimously recommends that the Unaffiliated Company Stockholders, and the Company Board (acting upon the unanimous recommendation of the Special Committee) unanimously recommends that the Company’s stockholders, vote as follows:

​

•

“FOR” the approval of the Merger Proposal;

​

•

“FOR” the approval of the Compensation Proposal; and

​

•

“FOR” the approval of the Adjournment Proposal.

​

You should read the section of this proxy statement captioned “Special Factors — Reasons for the Merger; Recommendations of the Special Committee and the Company Board” for a discussion of the factors that the Special Committee and the Company Board considered in deciding to recommend and/or approve, as applicable, the approval of the adoption of the Merger Agreement.

Q:

What happens if the Merger is not completed?

​

​

A:

If the Merger Agreement is not adopted as a result of the failure to obtain the Company Stockholder Approval, or if the Merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their shares of Company Common Stock. Instead: (1) the Company will remain an independent public company, (2) Company Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and (3) the Company will continue to file periodic reports with the SEC.

​

In specified circumstances in which the Merger Agreement is terminated, the Company has agreed to pay Parent a termination fee. For more information, see the section of this proxy statement captioned “The Merger Agreement — Company Termination Fee.”

In specified circumstances in which the Merger Agreement is terminated, Parent has agreed to pay the Company a termination fee. For more information, see the section of this proxy statement captioned “The Merger Agreement — Parent Termination Fee.”

Q:

What is the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger?

​

A:

The compensation that will or may become payable by the Company to the Company’s named executive officers in connection with the Merger is certain compensation that is based on or otherwise relates to the Merger and payable to certain of the Company’s named executive officers pursuant to underlying plans and arrangements that are contractual in nature. Compensation not described in the

​

 

20

 

preceding sentence that will or may become payable by Parent or its affiliates (including, following the consummation of the Merger, the Surviving Corporation) to the Company’s named executive officers in connection with or following the Merger is not subject to this advisory vote. For further information, see the section of this proxy statement captioned “Proposal 2: The Compensation Proposal.”

Q:

Why am I being asked to cast a vote to approve the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger?

​

A:

The Company is required by SEC rules to seek approval, on a non-binding, advisory basis, of compensation that will or may become payable by the Company to its named executive officers that is based on or otherwise relates to the Merger. Approval of these compensation arrangements is not required to consummate the Merger.

​

Q:

What will happen if the Company’s stockholders do not approve the Compensation Proposal?

​

A:

Approval of the compensation that will or may become payable by the Company to its named executive officers that is based on or otherwise relates to the Merger is not a condition to consummation of the Merger. The vote is an advisory vote and will not be binding on the Company or Parent. The underlying plans and arrangements providing for such compensation are contractual in nature and are not, by their terms, subject to stockholder approval.

​

Accordingly, if the Merger Agreement is adopted by the Company’s stockholders and the Merger is consummated, such compensation will or may be paid to the Company’s named executive officers regardless of the outcome of this advisory vote.

Q:

How may I vote?

​

A:

You may hold shares of Company Common Stock in multiple accounts and therefore receive more than one set of proxy materials. To ensure that all of your shares are voted, please submit your proxy or voting instructions for each account for which you have received a set of the proxy materials.

​

Shares Held of Record.   If you hold your shares in your own name as a holder of record with our transfer agent, Equiniti Trust Company, LLC, you may authorize that your shares be voted at the Special Meeting in one of the following ways:

•

By Internet: If you received a printed copy of the proxy materials, follow the instructions on the proxy card.

​

•

By Telephone: If you received a printed copy of the proxy materials, follow the instructions on the proxy card.

​

•

By Mail: If you received a printed copy of the proxy materials, complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope.

​

•

In Person (Virtual): You may also vote in person virtually by attending the meeting through [      ]. To attend the Special Meeting and vote your shares, you must register for the Special Meeting in advance and provide the control number located on your proxy card.

​

Shares Held in Street Name.   If you hold your shares through a bank, broker or other nominee (that is, in street name), you will receive instructions from your bank, broker or nominee that you must follow in order to submit your voting instructions and have your shares voted at the Special Meeting.

Even if you plan to attend the Special Meeting, we recommend that you submit your proxy or voting instructions in advance of the Special Meeting as described above so that your vote will be counted if you later decide not to attend or are unable to attend the Special Meeting. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any previously submitted proxy.

Q:

Why did the Company choose to hold a virtual Special Meeting?

​

A:

We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully and equally, and without cost, using an internet-connected

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21

 

device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location, and enables us to protect the health and safety of all attendees.

Q:

What is a proxy?

​

A:

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Company Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Company Common Stock is called a “proxy card.” You may follow the instructions on the proxy card to designate a proxy by telephone or by the internet in the same manner as if you had signed, dated and returned a proxy card. [ ], each with full power of substitution and re-substitution, have been designated as proxy holders for the Special Meeting by the Company Board.

​

Q:

How may I change or revoke my proxy?

​

A:

If you are a holder of record, you may revoke your proxy at any time before it is voted at the Special Meeting by delivering written notice of revocation to the Company’s Secretary or by submitting a subsequently dated proxy by mail, telephone or the internet in the manner described above under “How may I vote?” or by attending the Special Meeting and voting in person virtually. Attendance at the Special Meeting will not itself revoke an earlier submitted proxy. If you hold your shares in street name, you must follow the instructions provided by your bank, broker or nominee to revoke your voting instructions, or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting, by attending the Special Meeting and voting virtually.

​

Q:

If a stockholder gives a proxy, how are the shares voted?

​

A:

Proxies are being solicited on behalf of the Company Board for use at the Special Meeting. All valid proxies that are not revoked will be voted as specified by the stockholder authorizing the proxy. In the absence of instructions, the shares represented by valid proxies will be voted as recommended by the Company Board with respect to each proposal. This means that they will be voted: (1) “FOR” the approval of the Merger Proposal, (2) “FOR” the approval of the Compensation Proposal, and (3) “FOR” the approval of the Adjournment Proposal, and in the proxyholders’ discretion with respect to any other business that may properly come before the Special Meeting.

​

Q:

Should I send in my stock certificates now?

​

A:

No. After the Merger is completed, any holders of physical stock certificates will receive a letter of transmittal containing instructions for how to send your stock certificates to the Paying Agent in order to receive the appropriate cash payment for the shares of Company Common Stock represented by your stock certificates. Unless you are seeking appraisal, you should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card. If you hold your shares of Company Common Stock in book-entry form, the Paying Agent will pay you the appropriate portion of the aggregate Merger Consideration (subject to any applicable withholding taxes) upon receipt of a customary “agent’s message” ​(or such other reasonable evidence of surrender as the Paying Agent may reasonably request) and any other items specified by the Paying Agent.

​

Q:

What happens if I sell or transfer my shares of Company Common Stock after the Record Date but before the Special Meeting?

​

A:

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the expected effective date of the Merger. If you sell or transfer your shares of Company Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies the Company in writing of such special arrangements, you will transfer the right to receive

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22

 

the Merger Consideration with respect to such shares of Company Common Stock, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or transfer your shares of Company Common Stock after the Record Date, the Company encourages you to sign, date and return the enclosed proxy card or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card).

Q:

Where can I find the voting results of the Special Meeting?

​

A:

The Company intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Special Meeting. All reports that the Company files with the SEC are publicly available when filed. See the section of this proxy statement captioned “Where You Can Find Additional Information.”

​

Q:

Do you expect the Merger to be taxable to holders of Company Common Stock?

​

A:

For U.S. federal income tax purposes, the exchange of Company Common Stock for cash in the Merger will be a taxable transaction. Accordingly, a U.S. Holder (as defined in the section of this proxy statement captioned “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”) who exchanges Company Common Stock for cash in the Merger generally will recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash that such U.S. Holder receives in the Merger and (ii) such U.S. Holder’s adjusted tax basis in the shares of Company Common Stock surrendered in exchange therefor. Holders of Company Common Stock should read the section of this proxy statement captioned “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger” and consult their tax advisors concerning the tax consequences of the Merger in light of their particular circumstances, including any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

​

Q:

When do you expect the Merger to be completed?

​

A:

The Company currently expects to complete the Merger in the fourth quarter of 2025 or in the first quarter of 2026. However, the exact timing of completion of the Merger, and whether it will be completed at all, cannot be known with certainty because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of the control of the Company.

​

Q:

What governmental and regulatory approvals are required?

​

A:

Under the terms of the Merger Agreement, the Merger cannot be completed until the FCC has granted the FCC Applications and approved the joint application to transfer control of the domestic Section 214 Authorizations held by the Company’s subsidiaries and the consent or approval of the European Commission. The parties to the Merger Agreement have waived the condition to closing related to receipt of the consent or approval of the European Commission upon a determination by the Parent Entities that such consent or approval was no longer required. The Merger also cannot be obtained until certain notices are delivered to the FCC. See the section of this proxy statement captioned “Special Factors — Regulatory Approvals Required for the Merger.”

​

Q:

Am I entitled to appraisal rights under the DGCL?

​

A:

If the Merger is consummated and certain conditions set forth in Section 262(g) of the DGCL are satisfied, holders of record and beneficial owners of Company Common Stock who (1) do not vote in favor of the Merger Proposal (whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal), (2) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their applicable shares of Company Common Stock through the effective date of the Merger, (3) properly demand appraisal of their applicable shares prior to the vote on the Merger Proposal at the Special Meeting, (4) meet certain statutory requirements as described in this proxy statement, and (5) do not withdraw their demands or otherwise lose their rights to appraisal, will be entitled to seek appraisal of their shares in connection

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23

 

with the Merger under Section 262 of the DGCL. This means that such holders of record and beneficial owners will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined by the Delaware Court of Chancery to be fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest on the amount determined by the Delaware Court of Chancery to be fair value of the Company Common Stock from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceeding, the Surviving Corporation may make a voluntary cash payment to each person seeking appraisal, in which case interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for perfecting and exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL regarding appraisal rights, which is attached to this proxy statement as Annex D and which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Q:

Do any of the Company’s directors or officers have interests in the Merger that may differ from those of the Company’s stockholders generally?

​

A:

Yes. In considering the recommendations of the Special Committee and the Company Board with respect to the Merger, you should be aware that, aside from their interests as holders of Company Common Stock, the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Special Committee and the Company Board were aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the sections of this proxy statement captioned “Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger” and “The Rollover Agreement.”

​

Q:

Who can help answer my questions?

​

A:

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of the accompanying proxy statement or need help submitting your proxy or voting your shares of Company Common Stock, please contact the Company’s proxy solicitor:

​

Innisfree M&A Incorporated
501 Madison Avenue, 20th floor
New York, New York 10022
Shareholders may call toll free: (877) 750-0831
Banks and Brokers may call collect: (212) 750-5833

 

24

 

SPECIAL FACTORS

Background of the Merger

The following chronology summarizes the key meetings and events that led to and immediately followed the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among the members of the Company Board, the members of the Special Committee, the representatives of the Company or the Special Committee, or other parties, or their respective financial advisors, legal advisors, affiliates or other representatives.

In 2017, the Company became publicly traded as a result of an initial public offering of shares of Company Common Stock. A significant portion of the Company Common Stock at the time of the initial public offering was owned by funds affiliated with two private equity firms, one of which was Crestview Partners. Funds affiliated with Crestview have maintained a significant ownership stake in the Company since the time of the initial public offering (see “Important Information Regarding the Company — Security Ownership of Certain Beneficial Owners and Management”), and a number of the members of the Company Board are affiliated with Crestview. See “— Interests of the Company’s Directors and Executive Officers in the Merger.”

As part of its ongoing evaluation of the Company’s business, the Company Board, together with the Company’s management team, regularly reviews the Company’s business and operations, competitive position, historical performance, strategic plans and future prospects, in addition to ways to enhance stockholder value, and in some cases with the assistance of financial and legal advisors. These reviews have included discussions as to whether the Company should continue to execute on its strategy as a stand-alone public company, pursue various growth strategies, alter its capital structure or pursue potential opportunities for acquisitions, business combinations, and other strategic alternatives for the Company, including a sale of parts or all of the Company. As part of these reviews and processes, the Company Board and the Company’s senior management also monitor developments in the telecommunications sector, as well as the opportunities, challenges and changes facing participants in the industries in which the Company operates. In connection with this work, the Company Board, together with the Company’s management team and with the assistance of its advisors, has considered from time to time which alternatives would offer the best avenue to enhance stockholder value as well as the potential benefits and risks of any such potential alternatives.

As part of this periodic assessment of alternatives to enhance stockholder value, in 2022 the Company engaged legal and financial advisors and conducted a process to solicit proposals to acquire the Company. As part of this process, the Company entered into non-disclosure agreements with a number of counterparties, including DigitalBridge, and provided them with access to non-public information. No actionable proposals resulted from this process, which did not continue past August of 2022. Also, in the course of the two years prior to the entry into the Merger Agreement, the Company conducted processes to sell its assets located in a number of different geographic areas, which did not result in a consummated asset sale. As part of these processes, in August 2024, the Company received a non-binding indication of interest from a potential acquirer of certain of the Company’s assets. The Company considered whether a potential sale of such assets might provide the Company with a source of additional liquidity, including with respect to the Company’s then-ongoing refinancing efforts. Following due diligence, negotiations between the Company and this party terminated due to the parties’ inability to reach agreement on price.

On May 2, 2024, DigitalBridge, together with Crestview and the Rollover Filing Parties (other than the Individual Rolling Stockholders), submitted to the Company Board a non-binding proposal to acquire all of the outstanding shares of the Company Common Stock not already owned by Crestview for consideration of $4.80 per share in cash (the “Initial Proposal”). The Initial Proposal stated that the financing for the transaction would be funded by the rollover of Crestview’s existing ownership interest in the Company and new equity to be provided by DigitalBridge, and assumed that the Company’s then-current debt financing would remain in place following the closing of a transaction. The Initial Proposal further stated that Crestview and DigitalBridge would not move forward with a transaction unless such transaction was recommended by a special committee consisting of independent members of the Company Board. On the same day, Crestview filed an amendment to its Schedule 13D with respect to the Company disclosing the Initial Proposal. The closing price of the Company Common Stock on May 2, 2024, prior to the public disclosure of the Initial Proposal, was $3.79 per share.

 

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On May 3, 2024, a meeting of the Company Board was held by videoconference. Members of the Company’s senior management team, representatives of Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), representatives of Honigman LLP, counsel to the Company, and Jose Segrera were also in attendance. Mr. Segrera had previously been appointed to the Company Board with an effective date of May 17, 2024. The three members of the Company Board appointed by Crestview, and Tom McMillin, who had previously submitted his resignation from the Company Board, effective May 17, 2024, did not attend the meeting. The Company Board discussed the formation of a special committee of the Company Board to direct the Company’s response to the Initial Proposal. The Company Board also discussed that it would be advisable to accelerate the effective date of Mr. Segrera’s appointment to the Company Board in order to permit Mr. Segrera to serve on the special committee. The representatives of Wachtell Lipton presented to the directors present with respect to the role that a special committee could play with respect to the process of considering a proposal from an existing large stockholder of the Company. It was agreed that a written consent would be circulated to all of the members of the Company Board to effectuate the acceleration of Mr. Segrera’s appointment to the Company Board and the creation of a Special Committee (as defined above), and providing for its powers, consisting of Mr. Segrera, Philip Seskin and Gunjan Bhow, each of whom the Company Board considered to be independent of Crestview and DigitalBridge, with the authority of the Company Board with respect to the consideration of, and response to, the Initial Proposal. It was also agreed that outside counsel would work with the members of the Special Committee to verify the independence of the members of the Special Committee in connection with a transaction involving Crestview or DigitalBridge.

Subsequently, on May 5, 2024, the Company Board acted by unanimous written consent to establish the Special Committee, and to, among other things, delegate exclusively to the Special Committee the full power and authority of the Company Board, to the fullest extent permitted by law, (1) to take certain actions with respect to the Initial Proposal or any alternative strategic transaction involving the Company, its assets or its liabilities, (2) to make one or more recommendations to the Company Board with respect to any such transaction, (3) to review and evaluate the Initial Proposal and potential alternatives to the Initial Proposal, (4) to negotiate with DigitalBridge, Crestview, and other parties as the Special Committee deemed necessary or desirable, (5) to reject the Initial Proposal or any alternative transaction, and terminate negotiations with respect thereto, and (6) to take all other actions and do all other things that may, in the judgment of the Special Committee, be deemed necessary, appropriate or advisable to assist the Special Committee in carrying out its responsibilities. The unanimous written consent also authorized the Special Committee to select and retain its own advisors and provided that the Company Board would not approve the transactions contemplated by the Initial Proposal or any alternative transaction without the prior favorable recommendation of the Special Committee.

From the formation of the Special Committee to the announcement of entry into the Merger Agreement and the Merger, in addition to the formal meetings of the Special Committee described herein, the Chair of the Special Committee and other members of the Special Committee met for informal working group sessions on various occasions on their own and with the Special Committee’s advisors and Company management.

On May 6, 2024, the Special Committee met via videoconference, with representatives of Wachtell Lipton in attendance. The members of the Special Committee unanimously elected Mr. Seskin to serve as Chair of the Special Committee. The representatives of Wachtell Lipton discussed the role and delegated duties of the Special Committee. The Special Committee then discussed the engagement of financial and legal advisors, including whether to retain Wachtell Lipton. Following discussion, and after considering and discussing that the Company Board had authorized the Special Committee to retain such advisors as it wished, the Special Committee determined that Wachtell Lipton’s history of advising the Company, including with respect to the past asset sales, transaction processes and related matters (including two asset sales, one to each of Atlantic Broadband and Astound Broadband, in 2021), would be beneficial to the Special Committee, and that Wachtell Lipton was independent of Crestview and DigitalBridge, and had previously been retained by the Company in part because of its independence from Crestview. The Special Committee also discussed the engagement of a financial advisor, and it agreed to interview several investment banks with relevant qualifications.

 

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On May 7, 2024, the Company released its earnings report for the first quarter of fiscal year 2024 and participated in a related earnings call. On the earnings call, the Company stated that a special committee of independent directors would evaluate the Initial Proposal. The Company Common Stock closed at a trading price of $4.64 on May 7, 2024.

Following Wachtell Lipton’s engagement by the Special Committee, representatives of Wachtell Lipton reviewed relevant matters with each member of the Special Committee in order to confirm that they were independent of Crestview and DigitalBridge, which was the case in each instance.

The Special Committee subsequently interviewed, and received presentations from, ten investment banks selected due to their relevant expertise in transactions of the type that had been proposed and their relevant industry experience. On May 17, 2024, the Special Committee met via videoconference to discuss the results of these interviews, and determined to request additional information from three of the investment banks (selected based on the results of the initial interviews), including Centerview, in order to further consider their qualifications, their independence, and their fee proposals. Subsequently, the Special Committee and representatives of Wachtell Lipton engaged with representatives of Centerview and each of the other two selected banks.

On May 24, 2024 and May 28, 2024, the Special Committee met via videoconference to discuss their evaluation of the relevant investment banks. Representatives of Wachtell Lipton were in attendance at the May 24, 2024 meeting. The Special Committee determined to engage Centerview as financial advisor to the Special Committee based on, among other things, Centerview’s significant experience in the telecommunications sector and with related party transactions, its familiarity with the Company and public company transactions, its independence from Crestview and DigitalBridge (assessed through conversations with Centerview and the provision of written relationship disclosures), the quality of the presentations made by Centerview to the Special Committee, and the terms of Centerview’s fee proposal. The Special Committee determined to engage Centerview as its financial advisor, and to seek to negotiate a final fee arrangement and engagement terms. Because the Company had, during that time period, been managing its limited liquidity through measures including cost management measures and pausing its greenfield expansion work, the Special Committee also discussed the current status of the Company’s development of a plan to address its upcoming debt maturities and liquidity needs and the need to prioritize this work, including to put the Company in a stronger position for a transaction negotiation and to permit the Company to resume planned expansion work.

During May 2024, the Special Committee members also discussed the fact that the Company did not have a current, Board-approved long-range financial plan and contacted and engaged an independent consultant with relevant experience in the Company’s industry to assist in the development of a model to support the creation of a long-range financial plan to be used by the Special Committee in its work. The members of the Special Committee also engaged with members of the Company’s management team with respect to the Company’s need to complete a refinancing transaction in the coming months.

On May 30, 2024, a stockholder of the Company publicly released a letter to the Special Committee expressing its views on the inadequacy of the value of the Initial Proposal and other matters relating to the Initial Proposal. At various times prior to the execution of the Merger Agreement, purported stockholders of the Company either publicly or privately expressed their views on the Initial Proposal and on the Special Committee’s process with respect to such proposal.

Between June 3, 2024 and June 24, 2024, the Special Committee met five times, with representatives of Wachtell Lipton and Centerview in attendance, to discuss various matters relating to the Initial Proposal and the work to be done by the Special Committee, including the Company’s ongoing work with the independent consultant assisting with the development of a model to support the creation of a long range financial plan for the Company, as well as the Company’s development of a plan to address the Company’s upcoming debt maturities and liquidity needs. Representatives of the independent consultant were in attendance at a portion of one of such meetings, in order to discuss with the members of the Special Committee the status of their work. At these meetings, the members of the Special Committee discussed with representatives of Wachtell Lipton and Centerview whether it would be advantageous to engage with Crestview and DigitalBridge at such time in response to the Initial Proposal, and concluded that the Special Committee would not do so while the long range financial plan for the Company was being developed

 

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and Centerview was preparing to present financial analysis to the Special Committee with respect to the terms of the Initial Proposal. The members of the Special Committee were also cognizant of the need for the Company to complete its refinancing transaction, and they believed that the Company would be in a stronger position (and accordingly that the Special Committee’s negotiating position would be strengthened) once it had been completed. Accordingly, the Special Committee’s work in the following months focused on the completion of the refinancing transaction and the oversight of the development of the Company’s long-range financial plan.

Members of the Special Committee held further meetings with representatives of the independent consultant in attendance, as well as representatives of Wachtell Lipton and Centerview, on four other occasions between June 28, 2024 and July 19, 2024, in each case to receive updates on the progress of the work being done by the independent consultant, to discuss the assumptions and inputs being utilized by the independent consultant, and to provide the independent consultant with feedback and guidance on their work. Members of Company management also participated in certain of such meetings at the request of the Special Committee.

On July 1, 2024, the Special Committee met via videoconference, with representatives of Centerview and Wachtell Lipton in attendance. At this meeting, the Special Committee discussed next steps with respect to Centerview’s financial analysis with respect to the Initial Proposal once the Company’s long-range financial plan was completed, and potential outreach to other third parties who might be interested in a strategic transaction with the Company (noting that no such party had contacted the Company or the Special Committee following the public announcement of the Initial Proposal). The Special Committee and its advisors also discussed developments with respect to the Company’s ongoing financing process to address the Company’s upcoming debt maturities and liquidity needs.

On July 8, 2024 and July 15, 2024, the Special Committee met via videoconference, with representatives of Centerview and Wachtell Lipton in attendance, in order to discuss certain matters including the Company’s financing process.

On July 16, 2024, the Special Committee met via videoconference, with representatives of Centerview and Wachtell Lipton in attendance, to discuss next steps in the development of a long-range financial plan for the Company. The Special Committee agreed that following the completion of the work of the independent consultant in developing a financial model, such model would be provided to the Company’s management team in order to finalize a proposed long-range financial plan for the Company, and Company management would submit such proposed plan to the Special Committee for approval and, if approved, such plan would be approved by the Special Committee for use by Centerview in its financial analysis of the Initial Proposal to be presented to the Special Committee.

On July 18, 2024 and July 19, 2024, the Special Committee met via videoconference, with representatives of Centerview and Wachtell Lipton in attendance, to discuss matters relating to the Company’s ongoing financing process, including whether it would be beneficial to the Company to contact Crestview regarding Crestview’s potential willingness to provide financing to the Company as part of such process. The Special Committee discussed matters including Crestview’s financial incentives to do so given Crestview’s sizable equity ownership position in the Company, the Company’s need for a financing solution, the other options available to the Company, and the potential impact on matters relating to the Special Committee’s consideration of, and response to, the Initial Proposal, and determined that it would be advisable to invite Crestview to submit a financing proposal to the Company. The Special Committee also discussed the telephone call placed by Jonathan Friesel of DigitalBridge to a representative of Centerview, and authorized Centerview to return the phone call solely to confirm Centerview’s engagement as financial advisor to the Special Committee (which representatives of Centerview subsequently did).

Following the Special Committee’s meeting on July 19, 2024, as authorized by the Special Committee, representatives of PJT Partners Inc. (“PJT”), the Company’s financial advisor with respect to the ongoing financing process, contacted Crestview to solicit a proposal to provide financing to the Company.

On July 22, 2024, the Special Committee met via videoconference, with representatives of Centerview and Wachtell Lipton in attendance, to discuss the status of the work of the independent consultant and the preparation of the Company’s long-range financial plan, as well as the Company’s ongoing financing process, including PJT’s outreach to Crestview.

 

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On July 29, 2024, the Special Committee met via videoconference, with representatives of Centerview and Wachtell Lipton in attendance. At this meeting, the Special Committee and its advisors discussed the status of the work of the independent consultant and the development by the Company’s management team of a long-range financial plan for the Company, and authorized Centerview to conduct its financial analysis with respect to the Initial Proposal on the basis of the Initial Projections (as presented under the heading “—Unaudited Prospective Financial Information”).

On August 5, 2024, the Special Committee met via videoconference, with representatives of Centerview and Wachtell Lipton in attendance, to discuss the status of the Centerview financial analysis, the Company’s upcoming earnings call (including the statement that the Company would make regarding the Initial Proposal), potential next steps with respect to the Initial Proposal, and the status of the Company’s financing process.

On August 8, 2024, the Company released its earnings report for the second quarter of fiscal year 2024 and participated in a related earnings call. On the earnings call, the Company stated that a special committee of independent directors had been formed and disclosed the engagement of Wachtell Lipton and Centerview as advisors to the Special Committee, and stated that the work of the Special Committee was ongoing and that the Company did not have further updates to share regarding the Initial Proposal. The Company Common Stock closed at a trading price of $5.17 on August 8, 2024.

On August 9, 2024, the Special Committee met, with representatives of Wachtell Lipton and Centerview in attendance, to discuss various updates, including Centerview’s preliminary financial analysis regarding the Initial Proposal. The Special Committee discussed with Centerview the terms of the Initial Proposal, various methodologies utilized by Centerview to assess the Initial Proposal, preliminary financial analysis of the Initial Proposal, and an overview of an illustrative process, timeline and potential interested counterparties to consider for outreach. At this meeting, without representatives of Centerview present, the Special Committee also discussed the updated relationship disclosure that Centerview provided to the Special Committee in connection with the execution of Centerview’s formal engagement letter (which was executed on August 9, 2024), and concluded that none of the matters disclosed would affect Centerview’s ability to serve as the Special Committee’s financial advisor. The Special Committee and its advisors discussed the Company’s ongoing financing process and the Special Committee determined that it was important, and beneficial to the Company and its stockholders, for the Company to conclude its financing process and secure incremental financing before the Special Committee made a final decision regarding how to proceed with respect to the Initial Proposal.

On each of August 13, 2024, August 19, 2024, August 20, 2024 and August 21, 2024, the Special Committee met, with representatives of Wachtell Lipton and Centerview in attendance, to discuss topics including Centerview’s preliminary financial analysis regarding the Initial Proposal, the Special Committee’s feedback on such analysis, the views of the Special Committee regarding the Initial Proposal, the status of the Company’s ongoing financing process and implications of that process on the Special Committee’s perspectives on the Initial Proposal, potential next steps with respect to the Initial Proposal and the optimal timing for the Special Committee to respond to such proposal, and potential risks and benefits to the Company of soliciting proposals from third parties with respect to potential strategic transactions involving the Company.

On August 26, 2024, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to further discuss the foregoing matters. The Special Committee determined that it was their preliminary consensus that the Initial Proposal was inadequate, and agreed to speak again prior to conveying this conclusion to Crestview and DigitalBridge. Following this meeting, the members of the Special Committee conferred amongst themselves, and instructed Centerview to contact LionTree LLC (“LionTree”), the financial advisor to Crestview and DigitalBridge, and inform them of the Special Committee’s position that the Initial Proposal was inadequate, that any transaction involving the Company would need to be at a meaningful premium to the trading price of the Company Common Stock, and that the Special Committee was willing to engage constructively if a credible offer was presented by Crestview and DigitalBridge. At the direction of the Special Committee, representatives of Centerview delivered this message to representatives of LionTree on August 28, 2024.

 

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On September 4, 2024 and in the following days, representatives of Centerview spoke via telephone with representatives of LionTree on multiple occasions, in conversations initiated by LionTree seeking to solicit additional guidance regarding the premium that the Special Committee would find acceptable and requesting that Crestview and DigitalBridge be given access to non-public information regarding the Company in order to allow Crestview and DigitalBridge to increase their offer. During certain of these conversations, the LionTree representatives asked whether a 20% to 30% premium to the then-current market price would suffice in the Special Committee’s view. Consistent with the Special Committee’s instructions, Centerview did not provide price guidance to LionTree.

The representatives of Centerview shared LionTree’s response with the Special Committee at a meeting of the Special Committee held on September 5, 2024 via videoconference, with representatives of Wachtell Lipton also in attendance. The Special Committee and its advisors discussed the feedback and requests from Crestview and DigitalBridge conveyed via LionTree, but did not make a final determination as to whether to provide price guidance to Crestview and DigitalBridge, or to give them access to non-public information of the Company at this time.

These matters and others, including the Company’s ongoing financing process, were discussed at meetings of the Special Committee held via videoconference, with representatives of Centerview and Wachtell Lipton in attendance, on September 17, 2024, September 20, 2024, and September 26, 2024. At all of such meetings, the Special Committee determined that it was still not advisable to provide price guidance to Crestview and DigitalBridge.

During this time period, representatives of LionTree and representatives of Centerview connected on multiple occasions. LionTree reiterated its request for guidance on behalf of Crestview and DigitalBridge as to a price that the Special Committee would find acceptable, at one point inquiring whether a premium in the range of 30% to 40% to the then-current market price would meet the Special Committee’s requirements.

At a meeting of the Special Committee held via videoconference on October 5, 2024, with representatives of Wachtell Lipton and Centerview in attendance, the Special Committee discussed the fact that Crestview and DigitalBridge had not submitted an improved offer, and considered the appropriate course of action to be taken by the Special Committee, including in light of the fact that the ongoing process created uncertainty and disruption for the Company. The Special Committee and its advisors also discussed the potential risks and benefits in reaching out to third parties to solicit interest in a potential strategic transaction involving the Company. The Special Committee determined that the best course of action was to arrange for Centerview to speak directly to representatives of Crestview and DigitalBridge, as well as LionTree, to inform them that the Special Committee did not consider the Initial Proposal to be actionable, that further engagement would require an improved proposal, and that the Special Committee was determining whether to terminate discussions and disband the Special Committee if no such improved proposal was forthcoming.

At the direction of the Special Committee, representatives of Centerview subsequently communicated this message from the Special Committee to representatives of Crestview, DigitalBridge and LionTree in a telephone conversation, in which Crestview and DigitalBridge stated that they would discuss the Special Committee’s position and revert. Subsequently, representatives of LionTree contacted Centerview and requested that the Special Committee refrain from taking further action until at least October 11, 2024 in order to give Crestview and DigitalBridge time to respond. Representatives of Centerview discussed this conversation with the Special Committee at a meeting held via videoconference, with representatives of Wachtell Lipton also in attendance, on October 9, 2024, and agreed to reconvene once Centerview received an update from LionTree.

On October 11, 2024, following a comprehensive refinancing process that included extensive negotiations with the Company’s existing lenders, the Company entered into a new superpriority credit agreement with certain parties providing for, among other things, (i) a $200 million superpriority “first out” new money term loan, (ii) a supersenior “second out” term loan and (iii) a supersenior “second out” revolving credit facility. The superpriority credit agreement was publicly announced through the Company’s filing of a Current Report on Form 8-K on October 15, 2024. The completion of this refinancing transaction enabled the Company to resume its planned greenfield expansion program.

Also on October 11, 2024, representatives of LionTree contacted Centerview by telephone to convey that Crestview and DigitalBridge were prepared to increase the price they would pay to acquire all

 

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outstanding shares of Company Common Stock not currently owned by Crestview to a range of $5.50 to $6.25, in cash, per share of Company Common Stock (the “October Proposal”), but would require due diligence information from the Company in order to move forward on the basis of the October Proposal. The Special Committee met via videoconference that same day, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the October Proposal and potential next steps. The Special Committee directed Centerview to contact LionTree to inform them that the Special Committee was considering the proposal and expected to respond the following week, which Centerview subsequently did. The closing price of the Company Common Stock on October 11, 2024 was $5.13 per share.

A meeting of the Special Committee was held on October 16, 2024 via videoconference, with representatives from Centerview and Wachtell Lipton in attendance, to discuss the October Proposal, including Centerview’s preliminary financial analysis regarding the October Proposal. The Special Committee discussed with Centerview the terms of the October Proposal and Centerview’s preliminary financial analysis of the October Proposal, as well as other matters relevant to the Special Committee’s consideration of the October Proposal and the appropriate next steps to be taken by the Special Committee.

The Special Committee met again on October 18, 2024 via videoconference, with representatives from Centerview and Wachtell Lipton in attendance, to further discuss the Special Committee’s response to the October Proposal. At this meeting, the Special Committee unanimously concluded that the Special Committee was not prepared at that time to recommend a transaction in the price range of the October Proposal to the Company’s unaffiliated stockholders, but that in order to seek to maximize value for the Company’s unaffiliated stockholders it would be appropriate to provide to Crestview and DigitalBridge limited due diligence information, including a management presentation and the Initial Projections, updated to take into account events since the preparation of the Initial Projections as described below in “Unaudited Prospective Financial Information,” to enable them to increase their proposed transaction price. The Special Committee directed Centerview to convey that message to LionTree, as well as the Special Committee’s position that if the limited due diligence exercise resulted in an increased proposed transaction price, the Special Committee would at that time consider making available additional requested due diligence information and engaging more broadly in next steps towards a potential transaction. The Special Committee also directed Centerview to inform LionTree that if Crestview and DigitalBridge were not willing to engage on this basis, the Special Committee expected to determine that it would be appropriate to terminate discussions between the parties.

At the direction of the Special Committee, representatives of Centerview conveyed the Special Committee’s message to representatives of LionTree by phone on October 21, 2024. Later that day, LionTree contacted Centerview via e-mail to note that they had shared the Special Committee’s feedback with DigitalBridge and Crestview, to request the proposed form of confidentiality agreement, and to ask questions regarding the proposed information to be shared by the Company.

On October 22, 2024, at the direction of the Special Committee, Centerview provided draft confidentiality agreements to Crestview and DigitalBridge. Between October 22, 2024 and November 3, 2024, Wachtell Lipton negotiated the confidentiality agreements with Davis Polk & Wardwell LLP, legal counsel to Crestview (“Davis Polk”) and Simpson Thacher & Bartlett LLP, legal counsel to DigitalBridge (“Simpson Thacher”). The Company entered into confidentiality agreements with each of Crestview and DigitalBridge on November 3, 2024 and November 2, 2024, respectively.

The Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, on each of October 29, 2024 and October 30, 2024 to receive various updates, including regarding the negotiation of the confidentiality agreements with Crestview and DigitalBridge and the status of preparations for the management meeting with Crestview and DigitalBridge.

On each of November 4, 2024, November 11, 2024 and November 18, 2024, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss matters including the preparations for the management meeting to be held with Crestview and DigitalBridge.

On November 21, 2024, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss whether it would be beneficial to conduct outreach to third parties who might be interested in a strategic transaction with the Company, given that

 

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the Company’s financing process had concluded and the Special Committee was now engaging further with Crestview and DigitalBridge, and the design of such outreach if it was pursued. The Special Committee discussed the potential benefits and risks of such outreach, including the possibility of leaks, the potential impact on Crestview and DigitalBridge’s actions if they became aware of such outreach (or the results thereof), and the incremental demands on Company management of engaging with additional parties. The Special Committee also noted that while the Initial Proposal had been publicly disclosed, and other parties that might be interested in transacting with the Company were accordingly on notice that the Company might be sold and was considering a proposal for a sale transaction, no third parties had contacted the Special Committee, its advisors or the Company with an alternative proposal. The Special Committee and its advisors also considered whether a “go shop” provision in any ultimately agreed transaction would be likely to be effective, given Crestview’s significant shareholdings and the public nature of the Initial Proposal. The Special Committee agreed that it would be advisable to design and execute limited outreach to selected strategic companies and that it would further consider potential financial sponsor outreach.

On November 22, 2024, members of the Company’s senior management team met with representatives of Crestview and DigitalBridge via videoconference. Representatives of Centerview and LionTree were also in attendance. Company management presented the Company’s business and strategic plans, presented the November Projections (as presented under the heading “— Unaudited Prospective Financial Information”) to Crestview and DigitalBridge, and answered questions and engaged in a general discussion regarding the November Projections and related matters.

On November 23, 2024, LionTree provided a list of due diligence requests regarding the Company to Centerview.

On November 24, 2024, a meeting of the Special Committee was held via videoconference, with representatives of Centerview and Wachtell Lipton in attendance. The Special Committee discussed next steps with Crestview and DigitalBridge, including the diligence request list that had been received. Following discussion, the Special Committee instructed Centerview to contact LionTree and request an updated proposal from Crestview and DigitalBridge promptly. Centerview was also instructed to inform LionTree that due diligence requests from Crestview and DigitalBridge would be considered solely to the extent such requests were relevant to valuation. The Special Committee also continued to discuss potential third-party outreach, including whether to include financial sponsors in such outreach, as well as the structure and design of any such outreach. The Special Committee reviewed a list of financial sponsors with characteristics or relationships indicating they might be interested in a potential strategic transaction with the Company.

On November 25, 2024, at the direction of the Special Committee, representatives of Centerview contacted representatives of LionTree by telephone to convey the Special Committee’s positions and requests as discussed at the prior day’s Special Committee meeting, including to request that Crestview and DigitalBridge provide an updated proposal by December 10, 2024.

On November 25, 2024 and December 3, 2024, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to continue the discussion with respect to potential third-party outreach and to reach a decision on whether to authorize such outreach. Following robust discussion of the potential risks and benefits of such outreach, an evaluation of the likelihood that various parties would be interested in a transaction to acquire the Company, and the potential impact of this outreach on the ongoing discussions with Crestview and DigitalBridge, the Special Committee unanimously determined to authorize Centerview to conduct limited outreach to a specified group of strategic and financial counterparties, with the initial phase of outreach to be limited to publicly available information. The Special Committee also reviewed with Centerview during these meetings the progress of Company management in responding to the supplemental value-related diligence requests of Crestview and DigitalBridge following the management meeting that was held on November 22, 2024.

At the December 3 meeting, the Special Committee also directed representatives of Centerview to contact representatives of LionTree to confirm whether Crestview and DigitalBridge would provide an updated proposal by December 10, 2024. At the direction of the Special Committee, representatives of Centerview subsequently contacted LionTree, and were informed that Crestview and DigitalBridge anticipated providing an updated proposal by December 12, 2024.

 

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On December 5, 2024, in accordance with the instructions of the Special Committee, Centerview reached out to Strategic Party A to inquire about Strategic Party A’s interest in a potential transaction to acquire the Company. Strategic Party A confirmed interest in discussing the opportunity for a potential transaction and requested diligence information. As directed by the Special Committee, representatives of Centerview stated that Strategic Party A should focus its review on publicly available information in the first instance.

On December 9, 2024, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss matters relating to outreach to third parties. Representatives of Centerview updated the Special Committee with respect to the interactions with Strategic Party A, and confirmed that Centerview was working to schedule conversations with additional potential counterparties, referred to as Financial Sponsor A, Strategic Party B, Financial Sponsor B and Financial Sponsor C, in accordance with the Special Committee’s instructions. Following discussion, the Special Committee instructed Centerview to reach out to an additional strategic potential counterparty, referred to as Strategic Party C, which Centerview did later that day. Strategic Party C informed Centerview that they would review publicly available information regarding the Company and would inform Centerview whether they might be interested in a transaction.

On December 10, 2024, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance. A representative of Centerview summarized the conversation with Strategic Party C.

On December 12, 2024, representatives of Centerview spoke with representatives of DigitalBridge by telephone. The DigitalBridge representatives stated that, based on the information they reviewed during the recent due diligence process, the bidders were prepared to stand behind an offer at the high end of their previously communicated range of $6.00 to $6.25 in cash per share of Company Common Stock not owned by Crestview (the “December Proposal”). The representatives of DigitalBridge also stated that the December Proposal represented the highest price they would be willing to pay, and they believed the Company’s unaffiliated stockholders would view it as attractive. The DigitalBridge representatives also requested additional due diligence information to review, which they stated would be necessary in order to enter into a definitive agreement but which they did not expect, absent the identification of significant issues, would impact their valuation of the Company. The closing price of the Company Common Stock on December 12, 2024 was $5.03 per share.

On December 12, 2024, representatives of Centerview spoke with representatives of Financial Sponsor A, who indicated that Financial Sponsor A was interested in evaluating a transaction with the Company and expected to provide an update on their views about the Company by December 20, 2024.

On December 16, 2024, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the December Proposal, potential next steps and DigitalBridge’s request for additional due diligence information. At this meeting, Centerview presented a preliminary financial analysis of the December Proposal, which the Special Committee reviewed and discussed. The Special Committee and its advisors also discussed the available tactical responses to the December Proposal, including consideration of whether it would be possible to negotiate for a higher price. Centerview also provided updates regarding its discussions with Financial Sponsor A, and noted that they expected to speak with Strategic Party B on December 20, 2024. The Special Committee agreed to reconvene in the coming days to continue discussing the appropriate response to the December Proposal.

On December 19, 2024, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to further discuss outreach to third parties to explore their interest in a strategic transaction involving the Company, including evaluation of potential additional financial sponsors who might have an interest in such a transaction. Following discussion, including consideration of the likelihood that a transaction would result from such outreach weighed against the potential risks and the burden on the Company’s management of engaging with multiple parties, the Special Committee determined to continue with limited outreach to a short list of financial sponsor counterparties that it considered the most likely to have both the interest in a transaction and ability to consummate one. The Special Committee also discussed that it was not willing to transact at the price range set out in the December Proposal, and subsequently directed Centerview to convey this position to LionTree.

 

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On December 20, 2024, representatives of Centerview spoke with representatives of Strategic Party B, who indicated that Strategic Party B was not at that time interested in pursuing an acquisition of the Company, and with representatives of Financial Sponsor C, who stated that they would review publicly available information regarding the Company in order to determine whether they would be interested in pursuing an acquisition of the Company. Centerview attempted to make contact with representatives of Financial Sponsor B to discuss a potential transaction between Financial Sponsor B and the Company, but did not ultimately speak with representatives of Financial Sponsor B.

During the week of December 23, 2025, the Special Committee authorized the distribution of confidentiality agreements and information to Strategic Party A and Strategic Party C.

In the following days, Centerview, upon instruction from the Special Committee, had various conversations with LionTree, in which Centerview conveyed that the Special Committee was not prepared at this time to enter into a definitive agreement at the price range in the December Proposal, but was willing to continue to engage with Crestview and DigitalBridge on the basis that any transaction would ultimately need to be on improved terms. The representatives of LionTree conveyed that Crestview and DigitalBridge understood the messaging from the Special Committee, but did believe that the December Proposal was in an appropriate range of prices.

On December 23, 2024, representatives of Centerview spoke with representatives of Financial Sponsor A. Financial Sponsor A indicated that they believed Financial Sponsor A would be interested in an acquisition of the Company at a price around $5.50 in cash per share, based on publicly available information.

On December 30, 2024, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance. Representatives of Centerview updated the Special Committee regarding the recent conversations with LionTree and the status of the ongoing third-party outreach, including a discussion of the conversation with Financial Sponsor A. The Special Committee instructed Centerview to inform Financial Sponsor A that their price would need to be materially higher in order to enter into a transaction, but that the Special Committee would be willing to make available limited due diligence information to enable Financial Sponsor A to improve its price, and requested that Financial Sponsor A provide an updated offer after conducting its due diligence. Representatives of Centerview also reported that a draft confidentiality agreement had been provided to Strategic Party A and Strategic Party C and that neither party had signed the agreement or provided comments, but that Strategic Party A had inquired about the process and timing. Representatives of Centerview also noted that they continued to try to speak with representatives of an additional financial sponsor counterparty, referred to as Financial Sponsor D, to gauge its interest in a potential transaction.

On January 2, 2025, a representative of Strategic Party A informed representatives of Centerview that Strategic Party A did not want to enter into a confidentiality agreement with the Company at this time, and would suggest that representatives of Strategic Party A meet with representatives of the Company’s management to discuss the Company on the basis of public information, in order to permit Strategic Party A to determine whether it would be willing to pursue a potential strategic transaction with the Company.

On January 3, 2025, at the direction of the Special Committee, representatives of Centerview spoke with representatives of Financial Sponsor A to convey the Special Committee’s position that the price range indicated by Financial Sponsor A was meaningfully too low. Financial Sponsor A responded that they believed they could increase their price, although they were concerned about whether the Special Committee would seriously consider a transaction with Financial Sponsor A or if they would be used as a stalking horse in the discussions with Crestview and DigitalBridge.

On January 3, 2025, representatives of Financial Sponsor C informed Centerview that they did not intend to pursue the opportunity to evaluate a potential transaction involving the Company.

On January 5, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance. The Centerview representatives updated the Special Committee on the feedback from Strategic Party A and Financial Sponsor A, and the Special Committee considered next steps. After discussing the potential risks and benefits of engaging further with each party, the Special Committee directed its legal advisors to negotiate a confidentiality agreement with Financial Sponsor A and

 

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arrange for a management presentation and the provision of due diligence information. The Special Committee determined to defer a decision on a response to Strategic Party A for further consideration, taking into account the Special Committee’s view of the likelihood that engagement with Strategic Party A on the basis proposed would result in an actionable transaction. The Centerview representatives also noted that Crestview and DigitalBridge had submitted supplemental due diligence requests. Following discussion, the Special Committee directed Company management to provide the requested information.

On January 6, 2025, at the direction of the Special Committee, representatives of Centerview provided a draft confidentiality agreement to Financial Sponsor A. Between January 6, 2025 and January 14, 2025, Wachtell Lipton negotiated the confidentiality agreement with Financial Sponsor A. The Company entered into the confidentiality agreement with Financial Sponsor A on January 14, 2025. The confidentiality agreement contained a customary standstill provision that permitted Financial Sponsor A to make non-public acquisition proposals to the Special Committee or the Company Board, and that terminated if the Company entered into a definitive acquisition agreement with a third party.

In early January 2025, representatives of Centerview spoke with representatives of Financial Sponsor D, who subsequently indicated that Financial Sponsor D was not interested in pursuing an acquisition of the Company at such time. Also in early January 2025, representatives of Financial Sponsor C and of Strategic Party C each informed representatives of Centerview that each such institution was not interested in pursuing an acquisition of the Company at such time.

On January 13, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance. The Centerview representatives confirmed that they had, as requested by members of the Special Committee, spoken with representatives of DigitalBridge to directly emphasize the Special Committee’s position that the price range conveyed in the December Proposal was too low, and that the provision of due diligence information at this stage was to enable Crestview and DigitalBridge to improve their proposal to a level at which the Special Committee would consider recommending a transaction, which message was acknowledged by DigitalBridge. The Centerview representatives also confirmed that, as authorized by the Special Committee, a management presentation by members of the Company’s management team had been scheduled with Strategic Party A for January 14, 2025, to be conducted on the basis of public information only, and a management presentation would be scheduled with representatives of Financial Sponsor A following the execution of a confidentiality agreement.

On January 14, 2025, a diligence call was held with Company management, Crestview and DigitalBridge, with representatives of PJT, Centerview and LionTree in attendance, to discuss the Company’s recent financing process.

Also on January 14, 2025, Company management met with representatives of Strategic Party A to discuss the Company on the basis of public information only. On January 16, 2025, representatives of Strategic Party A informed Centerview that they were not in a position to pursue a potential strategic transaction with the Company at this time.

On January 16, 2025, representatives of Financial Sponsor A met with representatives of the Company’s management team with respect to certain due diligence matters.

On January 21, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance. The Special Committee discussed the status of the due diligence being conducted by the various potential counterparties and considered appropriate next steps with respect to engagement with Crestview and DigitalBridge, and separately with Financial Sponsor A.

On January 23, 2025, a group that described itself as the Concerned Shareholders of WOW! publicly disseminated a letter requesting an update regarding the status of the Special Committee’s evaluation of the Initial Proposal. On January 24, 2025 and January 27, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the letter and whether it would be appropriate to publicly release any additional information regarding the Special Committee’s process. Following discussion, the Special Committee determined to request that the Company’s investor relations function reach out for a discussion, which discussion subsequently took place.

 

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On January 28, 2025, Financial Sponsor A delivered to Centerview via email an indication of interest with respect to a transaction to acquire the Company in the range of $6.00 to $7.00 in cash per share of Company Common Stock (the “Financial Sponsor A Proposal”), and also shared a supplemental due diligence request list.

Also in January 2025, the November Projections were updated to reflect the Company’s actual performance through November 2024, as described below as the 2025 Projections under the heading “—​Unaudited Prospective Financial Information.” The Special Committee approved Centerview’s use of the 2025 Projections in connection with its financial analyses and for the purpose of evaluating the fairness of the Merger Consideration from a financial point of view.

On February 3, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance. The Special Committee discussed the Financial Sponsor A Proposal and the progress of responding to due diligence requests from the potential counterparties, including the work by the Company to prepare and populate a virtual dataroom that could be made available to such counterparties.

Access to the virtual dataroom was provided to Financial Sponsor A and separately to Crestview and DigitalBridge and their legal and financial advisors on the instruction of the Special Committee during the week of February 3, 2025.

Throughout February 2025 and March 2025, representatives of Crestview and DigitalBridge engaged in extensive business, financial and legal due diligence of the Company, which included participation in numerous calls, video conferences and meetings with Company senior management, some of which were also attended by representatives of Centerview and Wachtell Lipton, and review of select business and financial information and documents.

On February 10, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance. Representatives of Centerview shared with the Special Committee the most recent communications they had received from Crestview and DigitalBridge, which requested certain additional due diligence information, and noted that they were scheduled to speak with Financial Sponsor A later that day to receive an update. The Special Committee discussed potential next steps depending on the feedback that was received from the potential counterparties in the near term.

Also on February 10, 2025, representatives of Centerview spoke via telephone with Financial Sponsor A, and Financial Sponsor A committed to provide an update on their due diligence review of the Company and on the status of their proposal on February 13, 2025. At this time, Financial Sponsor A had not submitted any due diligence questions to Centerview.

On February 11, 2025, DigitalBridge spoke with Centerview by telephone and conveyed a verbal proposal to acquire all outstanding shares of Company Common Stock not currently owned by Crestview for $6.00 in cash per share (the “February 11 Proposal”). During this conversation, Crestview and DigitalBridge stated that they would be prepared to target a transaction signing within four weeks of the Special Committee’s decision to move forward with respect to the February 11 Proposal. The closing price of the Company Common Stock on February 11, 2025 was $4.49 per share.

On February 13, 2025, the Special Committee met, with representatives of Wachtell Lipton and Centerview in attendance. The Special Committee discussed the February 11 Proposal and potential next steps, including potential options to elicit an increased price from Crestview and DigitalBridge. The Special Committee discussed with Centerview the terms of the February 11 Proposal and Centerview’s preliminary financial analysis of the February 11 Proposal. Centerview also provided updates regarding the status of engagement with Financial Sponsor A, noting that an update was expected that day but had not yet been received. The Special Committee decided to reconvene for further discussion of these matters.

On February 14, 2025, representatives of Financial Sponsor A contacted Centerview and informed them that Financial Sponsor A could no longer stand behind the previously communicated price range, and that any transaction would need to be at a price similar to the publicly disclosed Initial Proposal of $4.80 per share, citing reasons for the change including concern about the ability to realize potential synergies,

 

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negative trends in the Company’s industry, network upgrade requirements and the Company’s performance relative to certain other market participants.

On February 15, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance. The Special Committee discussed the feedback from Financial Sponsor A and determined that the most recent proposed terms, as well as other factors such as Financial Sponsor A’s limited engagement in due diligence, indicated that Financial Sponsor A was unlikely to be a viable counterparty on acceptable terms. The Special Committee also discussed the February 11 Proposal and considered the best tactics to respond to Crestview and DigitalBridge in order to maximize the price that the bidders were willing to propose. The Special Committee considered whether it would at this time be beneficial to make a specific counterproposal on price, and agreed to reconvene to further discuss financial analysis of the February 11 Proposal. The Special Committee discussed the possibility of proposing to Crestview and DigitalBridge a price of $6.35 per share, which the Special Committee preliminarily considered to be the highest price it could reasonably expect to negotiate with Crestview and DigitalBridge. The Special Committee then reconvened later that day with its advisors to continue this discussion, including to further discuss financial analysis of the February 11 Proposal. The Special Committee also discussed the results of the Special Committee’s engagement with other potential counterparties, none of which at this time appeared likely to engage with respect to pursuing a transaction with the Company, and potential strategic options for engaging with Crestview and DigitalBridge. Following discussion, the Special Committee concluded that it would be beneficial to make a counterproposal on price to Crestview and DigitalBridge, and unanimously determined to authorize Centerview to inform Crestview and DigitalBridge that the Special Committee would be willing to recommend to the Company’s unaffiliated stockholders a transaction at a price of $6.35 per share of Company Common Stock.

On February 16, 2025, at the direction of the Special Committee, representatives of Centerview spoke by telephone with representatives of DigitalBridge and Crestview, as well as LionTree, in which Centerview conveyed the counterproposal of $6.35 per share as directed by the Special Committee.

On February 19, 2025, Crestview and DigitalBridge verbally communicated through LionTree a counterproposal of $6.20 in cash per share of Company Common Stock not already owned by Crestview.

On February 19, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the revised proposal from Crestview and DigitalBridge and potential next steps. The Special Committee noted that it believed it was appropriate at this time to seek to conclude the negotiation in the near term due to concern about potential negative impacts to the Company from an ongoing process, either with entry into a transaction agreement if negotiation produced a transaction the Special Committee was willing to recommend or by terminating discussions if this did not occur, and discussed ways to attempt to bring the negotiation process to an optimal conclusion. The Special Committee discussed potential counterproposals of $6.35 or $6.25 per share of Company Common Stock. The Special Committee also determined that the most effective method of communicating its response to the bidders would be for members of the Special Committee to speak directly to Jonathan Friesel, Senior Managing Director at DigitalBridge, to convey the Special Committee’s counterproposal on price and desired timeline.

On February 20, 2025, the members of the Special Committee spoke further regarding the most recent proposal from Crestview and DigitalBridge, and concluded that the most effective response would be to propose a price of $6.30 per share of Company Common Stock, which the Special Committee considered to be the highest price potentially achievable.

On February 21, 2025, Messrs. Seskin and Bhow spoke by telephone with Mr. Friesel and Mr. Cassidy and conveyed the Special Committee’s counterproposal of $6.30 in cash per share of Company Common Stock for all outstanding shares of Company Common Stock not currently owned by Crestview, as well as the Special Committee’s focus on a prompt resolution of the negotiation process. Mr. Friesel stated that he would discuss the Special Committee’s counterproposal with the appropriate people at DigitalBridge and would revert through the respective financial advisors. Subsequently on that same day, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the conversation with Mr. Friesel.

 

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On February 22, 2025, LionTree contacted Centerview to convey that the best offer from Crestview and DigitalBridge was $6.25 in cash, per share of Company Common Stock for all outstanding shares of Company Common Stock not currently owned by Crestview (the “February 22 Proposal”). The closing price of the Company Common Stock on February 24, 2025, the first trading day following the February 22 Proposal, was $4.74 per share.

On February 24, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the February 22 Proposal and potential next steps. Following discussion, the Special Committee unanimously determined to move forward on the basis of the February 22 Proposal and discussed ways to bring the process to a prompt conclusion. The Special Committee discussed certain key terms of a draft merger agreement to be provided to Crestview and DigitalBridge, which draft was shared with the bidders later that same day. The initial draft of the merger agreement provided that the closing of the transaction would be subject to, among other conditions, approval by a majority of the Company’s unaffiliated stockholders (the “majority of the unaffiliated stockholders condition”), as well as a majority of the Company’s outstanding shares; included a “hell or high water” covenant to seek required regulatory approvals and a covenant restricting the ability of the bidders and their affiliates to enter into potentially competing transaction (the “clear skies” provision); and provided for a termination fee payable by the Company in specified circumstances (the “company termination fee”) equal to 2% of equity value and a termination fee payable by the purchaser in specified circumstances (the “purchaser termination fee”) equal to 10% of equity value. The draft merger agreement did not include a “go shop” provision, which the Special Committee had previously discussed would not likely be valuable given Crestview’s significant ownership position, but did include a customary covenant with respect to the right to respond to alternative proposals that might be received by the Company, and the right to terminate the merger agreement in order to enter into an agreement providing for a superior proposal, subject to payment of a termination fee by the Company.

On March 3, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the pace of Crestview and DigitalBridge’s due diligence, the process of negotiating the transaction agreements, and the potential timeline to complete negotiations and finalize transaction documentation.

On March 4, 2025, Simpson Thacher shared a revised draft of the merger agreement with Wachtell Lipton (the “initial markup”). This draft of the merger agreement, among other things, (1) removed the majority of the unaffiliated stockholders condition; (2) added closing conditions relating to the exercise of appraisal rights by holders of Company Common Stock, performance by the Rollover Stockholders under the Rollover Agreement, certain regulatory approvals, and the status of the Company’s credit agreement (the “Company credit agreement condition”); (3) proposed that the company termination fee would be equal to 4% of equity value, (4) proposed that the purchaser termination fee would be equal to 4% of equity value; (5) limited the required regulatory efforts of the purchaser and the limitations on the ability of the purchaser and its affiliates to enter into other transactions; and (6) proposed that the closing occur twelve business days after satisfaction or waiver of closing conditions.

On March 5, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to continue the discussion from the March 3, 2025 meeting of the Special Committee.

On March 8, 2025, Simpson Thacher provided drafts of the equity commitment letter, limited guarantee and voting, rollover and support agreement to Wachtell Lipton.

Between March 8, 2025 and March 15, 2025, Wachtell Lipton exchanged drafts of the merger agreement, equity commitment letter, limited guarantee and voting, rollover and support agreement with Simpson Thacher.

On March 11, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to review the primary open points in the draft merger agreement, including matters relating to required regulatory efforts, termination fees, the scope of the Company’s representations and warranties, closing conditions (including whether the transaction would be subject to a majority of the unaffiliated stockholders condition, which DigitalBridge and Crestview stated they would

 

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not agree to, and additional closing conditions proposed by Crestview and DigitalBridge relating to the exercise of appraisal rights and certain telecommunications matters) and other provisions (including closing conditions) relating to the Company’s credit agreement, and compensation and benefits matters, including treatment of employee compensation awards, severance protection, a transaction-related retention program, and the employee protection covenant. These items were subsequently discussed among the parties on a videoconference later that day attended by the Special Committee, representatives of Crestview and DigitalBridge, and the parties’ respective advisors, and the parties agreed to resolve certain items, including the elimination of the appraisal rights closing condition, an agreement that the transaction would not be subject to a majority of the unaffiliated stockholders condition, and certain matters related to employee compensation and benefits. Following the all-hands call, Mr. Seskin spoke with Ben Jenkins of DigitalBridge and requested that the bidders discuss their positions and revert to the Special Committee, with the request that the bidders attempt to demonstrate more movement towards the Special Committee’s positions.

On March 13, 2025, DigitalBridge announced that Zayo, a DigitalBridge portfolio company, had entered into a definitive agreement to acquire the Fiber Solutions business of Crown Castle. A representative of Centerview spoke that same day via telephone with a representative of LionTree, who confirmed that the bidders were continuing to consider and discuss their positions.

On March 14, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the potential impact that the recently announced Zayo transaction could have on the transaction involving the Company under consideration. The Special Committee also discussed strategies for engaging with Crestview and DigitalBridge, with a goal of concluding the process promptly, and determined to continue providing due diligence information to the bidders and to set a target date for signing and announcing a transaction following receipt and review of revised drafts of the transaction documents from the bidders.

On March 15, 2025, Simpson Thacher shared a revised draft of the merger agreement with Wachtell Lipton. The March 15 markup, among other things, (1) limited the restrictions on the ability of the purchaser and its affiliates to enter into other transactions; (2) proposed that the company termination fee would be equal to 3.5% of equity value, (3) proposed that the purchaser termination fee would be equal to 6% of equity value; (4) proposed that the closing occur twelve business days after satisfaction or waiver of closing conditions; and (5) proposed a revised version of the Company credit agreement condition.

On March 16, 2025 and March 20, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to review the primary open points in the draft merger agreement, based on the revised draft provided on behalf of the bidders on March 15, 2025, which included the scope of the closing condition related to the Company’s credit agreement and other provisions relating to the Company credit agreement, the treatment of the Company’s outstanding equity awards in a transaction, other employee benefits-related matters, the scope of the regulatory efforts required under the merger agreement, the timeline to closing after satisfaction of closing conditions, the scope of the Company’s representations and warranties, and the size of the termination fees to be paid by the parties.

On March 19, 2025, representatives of Centerview and LionTree spoke via telephone to arrange an in-person meeting of the parties. An in-person negotiation session was subsequently scheduled for March 24, 2025 at Wachtell Lipton’s offices in New York.

On March 23, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to review the open issues in the draft merger agreement and to agree on a strategy to address such issues with Crestview and DigitalBridge during the upcoming in-person negotiation session. On March 24, 2025, the Special Committee met in person at Wachtell Lipton’s offices in New York, with representatives of Wachtell Lipton and Centerview in attendance, in order to continue this discussion and finalize the Special Committee’s positions to be shared during the meeting with the bidders and their advisors later that day.

On March 24, 2025, the Special Committee met in-person with representatives from Crestview and DigitalBridge, with representatives of Centerview, LionTree, Wachtell Lipton, Simpson Thacher and Davis Polk in attendance, to negotiate the open issues remaining in the transaction documents. The parties discussed matters relating to, among other topics, required regulatory efforts, termination fees, closing timing, the

 

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scope of the Company’s representations and warranties, the scope of the Company’s interim operating covenants, closing conditions and other provisions relating to the Company’s credit agreement, and compensation, benefits and retention matters.

Following the conclusion of the in-person meeting with the bidders, the Special Committee discussed the in person negotiation session with Wachtell Lipton and Centerview, including potential approaches to resolve such issues.

Wachtell Lipton and Simpson Thacher continued to exchange drafts of the merger agreement, equity commitment letter, limited guarantee and disclosure schedules between March 26, 2025 and April 10, 2025. During this time, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, on six occasions to review the primary open points in the iterations of the draft transaction documents that were exchanged during this time period and to discuss potential responses by the Special Committee on the open points. The Special Committee also spoke with PJT and the Company’s Chief Financial Officer to discuss certain debt and financing matters in the principal transaction documents.

On April 8, 2025, the Special Committee spoke via telephone with representatives of Crestview and DigitalBridge, in each case with legal and financial advisors in attendance, to discuss the draft transaction documentation, and to discuss a potential timeline to signing and announcement. On April 9, 2025, Simpson Thacher communicated the bidders’ positions on certain open items in the draft merger agreement to Wachtell Lipton via email.

On April 10, 2025, Mr. Friesel contacted Mr. Seskin, resulting in a telephone conversation among Mr. Friesel, Mr. Seskin and Mr. Segrera. In this conversation, Mr. Friesel highlighted various items arising from DigitalBridge’s due diligence review of the Company that, in DigitalBridge’s view, warranted a lower per share price than the most recent proposal of $6.25 per share. Mr. Friesel stated that, as a result of these findings and other matters, Crestview and DigitalBridge were now only willing to transact at a price of $5.50 in cash per share of Company Common Stock for all outstanding shares of Company Common Stock not currently owned by Crestview, with any transaction conditioned on putting in place a backstop for an amendment and maturity extension of the Company’s revolving credit facility (the “RCF Amend and Extend”) to address certain concerns of Crestview and DigitalBridge regarding the terms of the Company’s revolving credit facility on terms acceptable to Crestview and DigitalBridge (the “April Proposal”). Mr. Friesel highlighted the following items arising from DigitalBridge’s due diligence review of the Company: a cyber-security incident in March 2025, remaining obligations related to certain litigation matters, and other commercial and legal matters the Company was in the process of addressing. Mr. Friesel indicated that the April Proposal now represented the best offer from Crestview and DigitalBridge. Mr. Friesel also requested that DigitalBridge be allowed to reach out to Goldman Sachs and Morgan Stanley to discuss pursuing the RCF Amend and Extend, citing concerns regarding the overall economic environment and the Company’s capital structure. The closing price of the Company Common Stock on April 10, 2025 was $4.23 per share.

On April 11, 2025, the Special Committee met, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the April Proposal and potential next steps. The Special Committee, with input from Wachtell Lipton and Centerview, also discussed, among other things, the current macroeconomic environment, including the significant volatility in the equity markets and recent developments with respect to tariffs, and the potential impact of these factors on the price of the Company Common Stock and the attractiveness of a potential transaction on the terms proposed in the April Proposal as compared to a continued standalone path. Following discussion, the Special Committee authorized Centerview to reach out to representatives of LionTree to convey the Special Committee’s position that the proposed new price in the April Proposal was unlikely to be acceptable to the Special Committee, and to solicit additional information about the terms of the April Proposal. The Special Committee directed that negotiation of the draft transaction agreements should generally be put on hold pending resolution of the matters discussed at the meeting.

Over the following week, Mr. Seskin spoke with Brian Cassidy, the President and a Partner at Crestview Partners, and a member of the Company Board, to inform him that the Special Committee did not believe that the price in the April Proposal would be acceptable. At the direction of the Special Committee,

 

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representatives of Centerview also had conversations with representatives of LionTree to convey the same message and to discuss the process that Crestview and DigitalBridge proposed to obtain the RCF Amend and Extend.

On April 14, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the recent conversations with Crestview and LionTree and to consider next steps. The Special Committee also discussed the recent volatility and deterioration in the public equity markets, and the impact of market conditions on the Special Committee’s assessment of the appropriate price at which a transaction might be warranted. The Special Committee concluded that although market conditions were concerning, the Special Committee was not willing to recommend a transaction at the price in the April Proposal at this time. The Special Committee determined that the appropriate next step would be for Centerview to communicate to LionTree that the Special Committee would not recommend a transaction at the level of the April Proposal, but that the Special Committee would be willing to allow DigitalBridge to undertake to help obtain the RCF Amend and Extend, which at the time was contemplated to involve interaction with a limited number of the Company’s revolving lenders, with the goal of facilitating a transaction at a higher price that the Special Committee could ultimately recommend.

Between April 15, 2025 and May 3, 2025, at the direction of the Special Committee, Centerview had frequent conversations with LionTree regarding the status of DigitalBridge’s efforts with respect to helping to obtain the RCF Amend and Extend, and kept the members of the Special Committee apprised of such discussions.

On May 3, 2025, Mr. Seskin spoke with Mr. Cassidy to reiterate the Special Committee’s position that the per-share price in the April Proposal was too low.

Between May 4, 2025 and May 6, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, on three occasions to discuss the status of Crestview’s and DigitalBridge’s efforts regarding the RCF Amend and Extend as well as next steps with respect to the April Proposal. At these meetings, the Special Committee, with input from Wachtell Lipton and Centerview, discussed the need for the Company to obtain an extension of the revolving credit facility in the absence of a Transaction with Crestview and DigitalBridge, including whether at this time it would be appropriate to shift the Special Committee’s focus to seeking such an extension. Following discussion, the Special Committee determined that a Transaction-related amendment should be a signing condition rather than a closing condition if a Transaction with Crestview and DigitalBridge were to be pursued. With respect to the lower per share price proposed in the April Proposal, the Special Committee, following extensive discussion, including consideration of terminating negotiations with Crestview and DigitalBridge, determined that it would be in the best interest of the Company’s unaffiliated stockholders to proceed with a Transaction at a price of $6.25 per share of Company Common Stock. The Special Committee authorized Centerview to convey this message to LionTree. The Special Committee also discussed that it would potentially be willing to consider a modest price reduction relative to that amount, solely to reflect the value to the Company of obtaining an extension of the Company’s revolving credit facility.

On May 9, 2025 and May 10, 2025, at the direction of the Special Committee, Centerview engaged in multiple telephone conversations with representatives from Crestview and DigitalBridge regarding the bidders’ current positions with respect to a potential transaction. On May 11, 2025, Crestview and DigitalBridge conveyed to Centerview a revised proposal for a transaction, at a price of $5.80 in cash per share of Company Common Stock not currently owned by Crestview (the “May Proposal”). Crestview and DigitalBridge also stated that they were unwilling to sign a merger agreement without the Company concurrently entering into a definitive transaction providing for the RCF Amend and Extend, which would require the consent of all of the lenders under the Company’s revolving credit facility. The closing price of the Company Common Stock on May 12, 2025, the first trading day following the May Proposal, was $4.42 per share.

On May 12, 2025 and May 15, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the May Proposal, the RCF Amend and Extend and potential next steps. The Special Committee, with input from Wachtell Lipton and Centerview, discussed the RCF Amend and Extend, including the expectation that the Company would have greater success in obtaining an extension of the facility in connection with entering into a potential transaction with

 

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Crestview and DigitalBridge relative to seeking such an amendment on a standalone basis. The Special Committee also discussed the Company’s relationships with certain of its lenders, the liquidity position that the Company would find itself in if an amendment of the facility were not obtained, and the risks to the Company that would result. The Special Committee determined to consider whether it might be achievable to obtain a short-term extension of the facility that was not conditioned on the entry into a strategic transaction, simultaneous with the entry into definitive transaction agreements and the RCF Amend and Extend. The Special Committee also discussed the price proposed by Crestview and DigitalBridge in the May Proposal, noting that the members of the Special Committee did not believe that they would at that time be willing to recommend a transaction at a price below $6.00 per share in cash to the unaffiliated stockholders of the Company.

Following the May 15 meeting of the Special Committee, the members of the Special Committee conferred by telephone amongst themselves to further discuss the terms of the May Proposal, and instructed Centerview to convey to Crestview and DigitalBridge that the Special Committee was not willing at that time to recommend a transaction at a price below $6.00 per share to the unaffiliated stockholders of the Company, but that the Special Committee was willing to authorize the bidders to reach out to the Company’s lenders under its revolving credit facility to proceed in furtherance of a Transaction in a framework to be agreed between the parties, as long as such outreach took place in coordination with the Company’s management team, and as long as the amendment and extension being sought would be entered into simultaneously with a definitive agreement for a Transaction and would include an immediately effective amendment for a period of time in addition to any component conditioned on the closing of the Transaction. At the direction of the Special Committee, representatives of Centerview subsequently communicated these points to Crestview and DigitalBridge.

On May 20, 2025, a telephone conversation occurred between Centerview and LionTree, in which LionTree stated that the May Proposal represented the best offer available from DigitalBridge and Crestview, and that any flexibility on price would not amount to more than one or two cents per share of Company Common Stock. The LionTree representatives also confirmed that DigitalBridge and Crestview were prepared to assist the Company in obtaining a standalone amendment of the revolving credit facility that would not be conditioned on the closing of an acquisition of the Company, as requested by the Special Committee.

On May 21, 2025, the Special Committee met, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the feedback from Crestview and DigitalBridge on price and on the potential amendment of the Company’s revolving credit facility, and potential next steps. The Special Committee discussed the Company’s need to secure an extension of the revolving credit facility in the near term, and considered the potential risks and benefits of proceeding with respect to the revolving credit facility on this basis, including the negative impact on the Company’s negotiating position with the lenders under the revolving credit facility that was likely to result if the Company ultimately needed to secure an extension of the facility in the absence of an acquisition transaction, contrasted with the likely increased ability to secure an extension in connection with the signing of a transaction rather than seeking one on a standalone basis. The Special Committee considered ways to mitigate the risks of engaging with the revolving lenders in the context of a potential transaction with Crestview and DigitalBridge, and the status of the Company’s relationships with its revolving lenders following the Company’s 2024 refinancing transaction. The Special Committee decided to continue to discuss these matters.

In the days following the meeting, the members of the Special Committee discussed both the most recently proposed price of $5.80 per share of Company Common Stock not already owned by Crestview, and the proposed process of engagement with the Company’s revolving lenders, taking into account the challenges to the Company of continuing to operate as a standalone enterprise in the then-current environment, the proposed transaction terms, and the Special Committee’s belief that a transaction could be concluded with the bidders in the near term on terms that the Special Committee would be willing to recommend. As a result, the Special Committee concluded that they would likely be willing to move forward to try to reach resolution on the remaining open items with respect to the transaction at the proposed price, subject to reaching agreement on the remaining open items in the draft merger agreement and a resolution acceptable to the Special Committee on the Company’s revolving credit facility amendment, and subject to reviewing financial analysis of the proposed transaction at such price.

 

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On May 26, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance. The Special Committee shared its conclusions regarding the proposed terms, and it was agreed that Centerview would prepare and present to the Special Committee a financial analysis of the May Proposal. The Special Committee and its advisors discussed the primary open items in the draft transaction documents, including certain employee compensation and benefits matters, financing matters, regulatory matters, and conditionality, and discussed the process to obtain the RCF Amend and Extend, including the portion of the extension that would not be conditioned on closing of an acquisition of the Company.

On May 30, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the May Proposal and potential next steps. Centerview presented a preliminary financial analysis of the May Proposal, consisting of a trading multiple analysis, a precedent transaction analysis, and a discounted cash flow analysis. The per share price in the May Proposal represented a 33% premium to the closing price of the Company Common Stock on May 27, 2025, the last trading day prior to the meeting, and a 53% premium to the closing price of the Company Common Stock on May 2, 2024 prior to the public disclosure of the Initial Proposal. The Special Committee also discussed, with input from Wachtell Lipton and Centerview, the RCF Amend and Extend, including the contemplated terms and process. The Special Committee determined to ask Crestview and DigitalBridge for their best and final offer in order to see if an increased price could be obtained, with the intention to subsequently share revised drafts of the transaction documentation and a draft term sheet for the RCF Amend and Extend.

At the direction of the Special Committee, representatives of Centerview had conversations with LionTree in the following days to request that Crestview and DigitalBridge provide their best and final price. On May 31, 2025, the bidders proposed, via LionTree, their best offer of $5.82 in cash per share of Company Common Stock for all outstanding shares of Company Common Stock not currently owned by Crestview. Centerview communicated this proposal to the Special Committee that same day.

On June 1, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance. The Special Committee discussed the latest proposal from Crestview and DigitalBridge, which the members of the Special Committee had convened amongst themselves to discuss prior to the meeting, without reaching a conclusion as to whether they were willing to move forward. The members of the Special Committee discussed the possibility of proposing the right for the Company to pay its unaffiliated stockholders a special cash dividend in connection with the closing of a transaction, with the amount of the dividend to be tied to the receipt of a potential contingent receivable by the Company, including consideration of the likelihood that such matters would be timely resolved, and the best way to negotiate for this right with DigitalBridge and Crestview. Following discussion, the Special Committee instructed Centerview to convey the Special Committee’s position that if a transaction were to move forward on the proposed terms, the transaction documents would need to be substantially in the form that Wachtell Lipton would share in the coming days, and to raise the possibility of the Company being permitted to pay a special cash dividend to the Company’s unaffiliated stockholders, in an amount to be based on the amount of the relevant receivable, if any, and subject to a further cap of $10 million. The Special Committee also discussed next steps in devising a process to pursue the RCF Amend and Extend.

On June 2, 2025, at the direction of the Special Committee, representatives of Centerview communicated the Special Committee’s position to LionTree by phone.

In the days following the June 1 meeting, the Special Committee and its advisors agreed on the form of the transaction documents to be shared with the bidders. On June 4, 2025, upon instruction from the Special Committee, a revised draft of the merger agreement was provided by Wachtell Lipton to Simpson Thacher and Davis Polk, along with a term sheet for the RCF Amend and Extend.

On June 8, 2025, representatives of LionTree contacted representatives of Centerview by telephone to convey the bidders’ response to the Special Committee’s feedback, including that the bidders were generally willing to proceed as the Special Committee proposed with respect to the RCF Amend and Extend but were not willing to accept the proposal with respect to the special dividend. LionTree informed Centerview that the bidders would be willing to consider permitting the Company to pay a special dividend of only up to

 

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$0.02 per share of Company Common Stock held by the unaffiliated stockholders of the Company, with the dividend to be funded with a portion of any proceeds received by the Company in the relevant matter above a designated threshold.

Later that day, Simpson Thacher sent a revised draft of the merger agreement to Wachtell Lipton. The revised draft of the merger agreement, among other things, (1) proposed that the purchaser termination fee would be equal to 7% of equity value; (2) proposed that the closing occur twelve business days after satisfaction or waiver of closing conditions; (3) added a new closing condition related to the absence of any ongoing or threatened investigation, review or proceeding by a governmental entity; and (4) rejected the Special Committee’s proposal on the potential special dividend.

On June 9, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the bidders’ position on the potential special dividend, to receive updates regarding the RCF Amend and Extend and to discuss the material changes that Crestview and DigitalBridge had proposed in the merger agreement markup that had been sent to Wachtell Lipton the previous day, including changes relating to the treatment of the Company’s outstanding equity awards, the required timing of closing relative to the satisfaction of closing conditions, the proposed pre-closing special dividend (which, following discussion, the Special Committee concluded was no longer fruitful to pursue), the provisions relating to regulatory efforts, the size and payment triggers for the termination fee relating to regulatory matters, the size of the termination fee to be paid by the purchaser and the closing conditions. The Special Committee determined that the optimal path forward would be to convene a discussion among the parties, including the Special Committee and the bidders.

In advance of the call, on June 11, 2025, Wachtell Lipton sent to Simpson Thacher an agenda summarizing the items the Special Committee wished to discuss on the call.

On June 12, 2025, a meeting was held via videoconference with the Special Committee, DigitalBridge and Crestview, with representatives from Centerview, LionTree, Wachtell Lipton, Simpson Thacher and Davis Polk in attendance, to discuss the remaining open points in the transaction documents, as well as process and timing to reach resolution and enter into definitive agreements.

Following the meeting with the bidders, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the results of the meeting. The Special Committee determined that the most significant remaining open issues with respect to the transaction agreement were the open items relating to regulatory matters and conditionality, and determined to seek additional information relating to the Special Committee’s assessment of such matters, both via legal counsel and via direct outreach to Mr. Friesel by the Special Committee. The Special Committee also discussed potential next steps on the RCF Amend and Extend.

In the days that followed, the Special Committee had additional discussions with DigitalBridge to align on key issues, including with respect to the allocation of regulatory risk and the process to obtain the RCF Amend and Extend.

On June 18, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance. The Special Committee discussed the recent conversations with DigitalBridge, and the perceived alignment on the material open issues that had been discussed relating to regulatory matters and the RCF Amend and Extend. Following discussion, the Special Committee unanimously determined that it was in the best interests of the Company and its unaffiliated stockholders to move forward to attempt to expeditiously enter into definitive agreements with Crestview and DigitalBridge, and to move forward with the process of reaching out to the Company’s revolving lenders to obtain the RCF Amend and Extend, and agreed to proceed on that basis.

Accordingly, Wachtell Lipton exchanged drafts of the merger agreement, equity commitment letter, limited guarantee and Company disclosure schedule with Simpson Thacher and Davis Polk, continuing through the entry into definitive transaction documents on August 11, 2025, and representatives of Wachtell Lipton, Simpson Thacher and Davis Polk continued to discuss the open issues in these agreements during that time.

 

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Throughout late June 2025, representatives of Company management (acting at the direction of the Special Committee), Crestview and DigitalBridge met with Morgan Stanley (who had been working on matters related to the RCF Amend and Extend pursuant to an engagement as the structuring advisor to Crestview and DigitalBridge and had, prior to the completion of the 2024 refinancing transaction, been the administrative agent under the revolving credit facility, and whom the Company subsequently engaged in connection with the RCF Amend and Extend), as well as the parties’ respective legal and financial advisors, on multiple occasions to discuss and prepare for the outreach to the Company’s revolving lenders to obtain the RCF Amend and Extend.

Throughout July 2025, Crestview and DigitalBridge, assisted by Morgan Stanley, the parties’ respective legal and financial advisors, together with involvement at certain times by members of Company management (acting at the direction of the Special Committee), engaged with the Company’s revolving lenders to attempt to obtain the RCF Amend and Extend. This process included, among other things, contacting all of the lenders and participants in the Company’s revolving credit facility, holding meetings with the revolving lenders and participants to explain the proposed RCF Amend and Extend, negotiating the terms set forth in the term sheet for the RCF Amend and Extend with the revolving lenders and participants, and negotiating related definitive documentation.

The Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, on July 9, 2025, July 25, 2025 and August 1, 2025 to discuss the status of the RCF Amend and Extend as well as the overall process, timeline and open items to finalize definitive transaction documentation and announce a Transaction.

On August 8, 2025, Mr. Friesel contacted Mr. Seskin by telephone. Mr. Friesel stated that the bidders no longer stood behind the previously discussed terms, and that the most that they would pay was $5.20 in cash per share of Company Common Stock to acquire all outstanding shares of Company Common Stock not currently owned by Crestview (the “Final Proposal”). Mr. Friesel attributed the decline in the per share price to factors including the cost to obtain the RCF Amend and Extend. The closing price of the Company Common Stock on August 8, 2025 was $3.19 per share.

Also on August 8, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss the Final Proposal, the status of the RCF Amend and Extend, certain material issues that remained open in the merger agreement, and next steps. The Special Committee discussed the options available to the Company, including if the Special Committee were to reject the Final Proposal and continue to operate as a standalone public company. The Special Committee discussed its concerns about the Company’s prospects on that basis, noting among other items the status of the Company’s relationships with its revolving lenders, including the Special Committee’s concern arising from the RCF Amend and Extend process as to the Company’s ability to obtain the required extension of its credit facility on a standalone basis. It was noted that if the extension was not obtained, the Company’s existing debt would become current in the near term, and refinancing might not be available on attractive terms or at all, requiring the Company to implement extraordinary measures to maintain liquidity and threatening the Company’s ability to execute on its business plan. The Special Committee also considered the fact that, from April through July 2025, there had been a number of key market events in the Consumer Broadband sector, including the Charter acquisition of Cox and the earnings reports, rising net losses, and corresponding market reactions for the largest cable companies in the sector, Comcast and Charter, and considered the negative implications of these matters for the Company’s standalone operations and trading price. The Special Committee also reviewed the process of negotiation with Crestview and DigitalBridge to date, considered the Company’s trading price throughout the process, discussed the conditions in the Company’s industry, and concluded that on the basis of all of these factors, the Final Proposal was both the most attractive option realistically available to the Company and represented the best terms that the Special Committee could reasonably expect to obtain. Accordingly, the Special Committee unanimously determined to move forward on the basis of the Final Proposal and to endeavor to announce the Transaction simultaneous with the Company’s second quarter earnings, which announcement was scheduled for prior to market open on August 11, 2025.

On August 9, 2025, a confirmatory due diligence call was held between Company management, Crestview and DigitalBridge.

 

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On August 10, 2025, the Special Committee met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to discuss recent events, including an update regarding the status of finalizing the terms of the potential Transaction, as well as the status of negotiations with the Company’s revolving lenders with respect to the RCF Amend and Extend. Representatives of Centerview also reviewed and discussed with the Special Committee, among other matters, Centerview’s preliminary financial analysis of the Merger Consideration to be paid to the Unaffiliated Company Stockholders (other than holders of “Excluded Shares” as such term is defined in the section of this proxy statement captioned “— Opinion of Centerview Partners LLC”) pursuant to the Merger, including a discussion of the changes in the analysis relative to prior versions that had been discussed with the Special Committee. Representatives of Wachtell Lipton summarized the terms of the proposed merger agreement, the amendment to the Company’s revolving credit facility and the ancillary transaction agreements, including the Equity Commitment Letter, the Parent Limited Guarantee, and the Rollover Agreement. The Special Committee discussed the ability they and the Company would have to consider alternative proposals received after announcement of the Merger Agreement, discussed the absence of a go-shop provision, and reviewed the results of the Special Committee’s prior targeted outreach to potential third party counterparties and the absence of any inbound proposals regarding a potential acquisition of the Company after the public disclosure of the Initial Proposal in May 2024. The Special Committee and its advisors reviewed the approval requirements for the transaction, as well as the closing conditions, among other terms of the Merger Agreement and related documents. Representatives of Wachtell Lipton also reviewed with the Special Committee certain legal considerations, including the committee members’ fiduciary duties in connection with consideration of the potential Transaction. Representatives of Wachtell Lipton and Centerview reviewed with the Special Committee the planned announcement timing, as well as contingency options in the event that the Transaction was not ready to be announced prior to market open the following morning. Following these discussions, the Special Committee instructed Wachtell Lipton to seek to finalize the terms of the merger agreement and the amendment to the Company’s revolving credit facility with the respective counterparties, resolved to provide an update to the Company Board and agreed to reconvene to consider approval of the proposed Transaction once the remaining open issues related to the merger agreement had been finalized.

Following the Special Committee meeting, the Company Board met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance, to receive an update regarding the status of finalizing discussions and negotiations with Crestview and DigitalBridge with respect to the terms of the potential Transaction, the status of discussions and negotiations with the Company’s revolving lenders with respect to the RCF Amend and Extend and the potential timeline to announce the Transaction. Representatives of Wachtell Lipton reviewed with the Company Board its fiduciary duties under Delaware law in connection with a potential sale of the Company. Representatives of Wachtell Lipton also summarized the proposed transaction documents. Representatives of Centerview also reviewed and discussed with the Company Board, among other matters, Centerview’s financial analysis of the Merger Consideration to be paid to the Unaffiliated Company Stockholders (other than holders of Excluded Shares) pursuant to the Merger. It was agreed that the Company Board would reconvene to consider approval of the proposed Transaction once the Special Committee had made a final recommendation to the Company Board.

Later in the night on August 10, 2025, following discussion with the Special Committee and input from Wachtell Lipton and Centerview, Company management determined to delay the release of the Company’s second quarter earnings results until after market close the following day because the requisite lender consents for the RCF Amend and Extend had not yet been received, but were anticipated to be received the following day. The Company publicly announced this update prior to market open on August 11, 2025.

On August 10, 2025 and August 11, 2025, the Special Committee, Crestview and DigitalBridge, with the assistance of their respective legal advisors, finalized the remaining open issues related to the merger agreement, and all required consents for the RCF Amend and Extend from the Company’s revolving lenders were received.

On August 11, 2025, the Special Committee met, with representatives of Wachtell Lipton and Centerview in attendance. The Chair of the Special Committee informed the Special Committee that the remaining matters in the merger agreement had been resolved in a manner consistent with the discussions with the Special Committee on the prior day, and that the purpose of the meeting was to discuss and consider whether

 

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to recommend that the Company Board approve entry into definitive transaction documents providing for a merger of the Company with and into an affiliate of DigitalBridge. Representatives of Centerview reviewed with the Special Committee Centerview’s financial analysis of the Merger Consideration, and rendered to the Special Committee an oral opinion, which was subsequently confirmed by delivery of a written opinion dated August 11, 2025, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Merger Consideration to be paid to the Unaffiliated Company Stockholders (other than holders of “Excluded Shares” as such term is defined in the section of this proxy statement captioned “— Opinion of Centerview Partners LLC”) pursuant to the Merger Agreement was fair, from a financial point of view, to such Unaffiliated Company Stockholders. For a detailed discussion of Centerview’s opinion, please see below under the caption “— Opinion of Centerview Partners LLC.” Following further discussion, during which the members of the Special Committee considered the matters reviewed and discussed at that meeting and prior meetings, including factors described under the section of this proxy statement entitled “Special Factors — Reasons for the Merger; Recommendations of the Special Committee and the Company Board,” the Special Committee unanimously (1) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and the Unaffiliated Company Stockholders, (2) recommended to the Company Board that it approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and (3) resolved to recommend that the Unaffiliated Company Stockholders adopt the Merger Agreement.

Following the meeting of the Special Committee, the Company Board met via videoconference, with representatives of Wachtell Lipton and Centerview in attendance. The members of the Special Committee conveyed to the Company Board the Special Committee’s unanimous recommendation that the Company Board approve the Company’s entry into the Merger Agreement and related transaction documentation, and the Merger. Representatives of Centerview, at the request of the Special Committee, described Centerview’s oral opinion rendered to the Special Committee, which was subsequently confirmed by delivery of a written opinion dated August 11, 2025, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Merger Consideration to be paid to the Unaffiliated Company Stockholders (other than holders of “Excluded Shares” as such term is defined in the section of this proxy statement captioned “— Opinion of Centerview Partners LLC”) pursuant to the Merger Agreement was fair, from a financial point of view, to such Unaffiliated Company Stockholders, as further described in the section of this proxy statement captioned “—  Opinion of Centerview Partners LLC.” The Company Board, acting upon the recommendation of the Special Committee, then unanimously (a) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and its stockholders, (b) approved the execution, delivery and performance of the Merger Agreement and the other transaction documents and the consummation of the transactions contemplated thereby, including the Merger, (c) directed that the adoption of the Merger Agreement be submitted to the stockholders of the Company at the Special Meeting and (d) resolved to recommend that the stockholders of the Company adopt the Merger Agreement in accordance with the DGCL at the Special Meeting.

Following the meeting of the Company Board, representatives of the parties executed the Merger Agreement and the other transaction documents in the afternoon of August 11, 2025 following the close of trading hours.

Concurrently with the release of the Company’s second quarter earnings announcement, the Company issued a press release announcing the Transaction.

Reasons for the Merger; Recommendations of the Special Committee and the Company Board

Recommendation of the Special Committee

The Company Board established the Special Committee, composed entirely of independent directors who are independent of Crestview and DigitalBridge and who are disinterested in the Merger, to discuss, review, evaluate, develop and, only if determined appropriate by the Special Committee, negotiate the terms of the transaction contemplated by the Initial Proposal or any alternative strategic transaction involving

 

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the Company, any of its subsidiaries, or any of its or their assets or liabilities. After careful consideration, with the assistance of independent financial and legal advisors, the Special Committee unanimously (1) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and the Unaffiliated Company Stockholders, (2) recommended to the Company Board that it approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and (3) resolved to recommend that the Unaffiliated Company Stockholders adopt this Agreement.

In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, the Special Committee consulted with its independent financial and legal advisors and with members of Company management and considered a number of factors that the Special Committee viewed as supportive of its determinations and recommendations, including the following, which are not intended to be exhaustive and are not presented in any relative order of importance:

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Best Path to Maximize Stockholder Value Following a Thorough and Well-Publicized Process.   The Special Committee considered that the value of the Merger Consideration of $5.20 in cash per share of Company Common Stock was more favorable to the Company’s stockholders than the potential value that might result from other alternatives reasonably available to the Company, including the continued operation of the Company as an independent public company, in light of a number of factors, including:

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the Special Committee’s assessment of the Company’s business, operations, financial condition, earnings and prospects, its competitive position and historical and potential future financial performance and the industry in which the Company operates and the Special Committee’s belief that the Merger Agreement and the transactions contemplated thereby, including the Merger, were more favorable to the Company and the Unaffiliated Company Stockholders than the Company’s business plan and long-term prospects as an independent public company, taking into account the significant strategic and execution risks inherent in that approach;

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that the Special Committee had conducted a lengthy and thorough process since the public disclosure of the Initial Proposal, as more fully described above in the section of this proxy statement captioned “Special Factors — Background of the Merger”;

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the fact that the Initial Proposal had been public for over a year, putting other potential acquirors on notice that the Company was considering a sale, and the Special Committee actively solicited interest in potential transactions from both strategic and financial sponsors, including from those parties that were believed to be the most able and willing to transact, as more fully described above in the section of this Proxy Statement entitled “— Background of the Merger,” without receiving any alternative actionable proposals to acquire the Company;

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the course and history of discussions and negotiations with Crestview and DigitalBridge, as more fully described in the section of this proxy statement captioned “Special Factors — Background of the Merger,” including the fact that, after multiple rounds of proposals, Crestview and DigitalBridge had increased their offer price since making their initial proposal and had indicated that $5.20 in cash per share of Company Common Stock represented the maximum price that such bidders would offer, and the belief of the Special Committee, after discussions with the Special Committee’s advisors and negotiations with DigitalBridge, that the Merger Consideration represented the highest price at which the bidders were willing to transact, that the terms were the most favorable terms the bidders would be willing to agree to and that further negotiations would create a risk of causing Crestview and DigitalBridge to abandon the Merger altogether or materially delay the entry into a definitive agreement for the Merger, which such delay could have resulted in a further reduction in the bidders’ proposed price;

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that the Special Committee was authorized and empowered to communicate (including with stockholders, other investors, management, other directors and advisors and representatives of the Company) regarding a potential transaction and to take all actions as the Special Committee determined necessary, appropriate or advisable in connection with any and all aspects of (including, but not limited to, process, proposals, offers and inquiries in connection with) a potential transaction, and that the Special Committee had no obligation to recommend to the

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Company Board the approval of the Merger or any other transaction and had the authority to reject any proposals and potential strategic transactions; and

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that the Special Committee had met frequently and had conducted extensive deliberations over a period of more than fifteen months, with the advice and assistance of experienced financial and legal advisors, to negotiate with Crestview and DigitalBridge and to evaluate strategic alternatives for the Company.

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Cash Consideration and Certainty of Value.   The Special Committee considered the fact that the Merger Consideration is all cash, which provides the Unaffiliated Company Stockholders immediate certainty of value and liquidity for their shares of Company Common Stock upon the Closing and does not expose them to any future risks related to the business or the financial markets generally, including the risks, uncertainties, and longer potential timeline for realizing equivalent value from the Company’s standalone business plan or possible strategic alternatives. Specifically, among other things, the Special Committee considered:

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the trading price of Company Common Stock over the preceding five years;

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the Special Committee’s belief that, based on the Company’s prior performance, industry trends and uncertainty in capital markets, there was risk of failing to achieve the Projections (as defined in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information”) and of failing to obtain financing on favorable terms (or potentially at all) to the Company needed to achieve the Projections;

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the Special Committee’s belief, after discussion with its advisors and considering the negotiations with DigitalBridge, that the Merger Consideration represents the maximum price that Crestview and DigitalBridge would offer;

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the fact that the Merger Consideration is fixed and that the Merger Consideration will not fluctuate based upon changes in the market price of the Company Common Stock; and

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the fact that the Special Committee was able to negotiate an increase from the proposed consideration of $4.80 per share offered in the Initial Proposal to the Merger Consideration of $5.20 per share.

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Premium.   The Special Committee considered the current and historical market prices of Company Common Stock and the fact that the Merger Consideration represents a premium value for the Unaffiliated Company Stockholders, including a premium of approximately 37.2% to the unaffected price of Company Common Stock of $3.79 on May 2, 2024, the last trading day before the announcement of the Initial Proposal, and a premium of approximately 63% to the closing price of Company Common Stock of $3.19 on August 8, 2025, the last trading day before the date of approval of the Merger Agreement.

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Opinion of Financial Advisor.   The Special Committee considered the opinion of Centerview rendered to the Special Committee on August 11, 2025, which was subsequently confirmed by delivery of a written opinion dated August 11, 2025 (which opinion, together with the Centerview analysis and discussion, including the factors listed in the section entitled “Special Factors — Opinion of Centerview Partners LLC,” the Special Committee adopts), that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the Unaffiliated Company Stockholders (other than holders of “Excluded Shares” as such term is defined in the section of this proxy statement captioned “— Opinion of Centerview Partners LLC”) pursuant to the Merger Agreement was fair, from a financial point of view, to such Unaffiliated Company Stockholders, as more fully described below under the caption “— Opinion of Centerview Partners LLC” and the full text of Centerview’s opinion, which is attached as Annex B to this proxy statement and incorporated into this proxy statement by reference.

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Terms of the Merger Agreement.   The Special Committee considered the terms and conditions of the Merger Agreement, including:

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the provisions allowing the Special Committee and the Company Board, subject to certain conditions, to provide information in response to and to discuss and negotiate certain unsolicited alternative proposals made before Company stockholder approval of the Merger is obtained;

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the provisions allowing the Company Board (acting on the recommendation of the Special Committee) or the Special Committee to change its recommendation prior to obtaining stockholder approval of the Merger in specified circumstances relating to a Superior Proposal or Intervening Event, subject to Parent’s right to terminate the Merger Agreement and receive payment of the termination fee of $15,809,036;

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the provisions allowing the Company Board (acting on the recommendation of the Special Committee) or the Special Committee to terminate the Merger Agreement to enter into a Superior Proposal, subject to certain conditions (including payment of the termination fee of $15,809,036 and certain rights of Parent to match the Superior Proposal);

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the likelihood that the Merger would be consummated, including the limited number and nature of the conditions to complete the Merger and the provisions of the Merger Agreement requiring Parent to use reasonable best efforts to promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws to consummate and make effective the Merger and other transactions contemplated by the Merger Agreement in the most expeditious manner possible;

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Parent having obtained committed equity financing to finance the transactions contemplated by the Merger Agreement and pay related fees and expenses;

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the provision requiring Parent to and to cause its affiliates to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to fund the financing on the terms and subject to the conditions described in the Equity Commitment Letter;

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the Equity Investor having delivered the Parent Limited Guarantee in favor of the Company to guarantee (a) the Parent Termination Fee (up to $31,618,072.30), (b) fees, costs, expenses, amounts due up to $4 million and interest payable in connection with collecting the Parent Termination Fee and (c) any amounts payable by Parent, Merger Sub or the Surviving Corporation in connection with regulatory filings (but the Equity Investor’s aggregate liability pursuant to (b) and (c) will not exceed $6 million), subject to certain conditions set forth in the Merger Agreement and the Parent Limited Guarantee;

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the fact that Parent must pay the Parent Termination Fee to the Company in certain circumstances, including if the Parent fails to consummate the Merger pursuant to its obligations under the Merger Agreement, due to a material uncured breach by Parent under the Merger Agreement, or if the Merger is not consummated as a result of an injunction or order that resulted from a Specified Parent Acquisition (as defined in the section of this proxy statement captioned “The Merger Agreement — Parent Termination Fee”); and

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the availability of statutory appraisal rights under Delaware law in connection with the Merger.

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Risks of Standalone Plan.   The Special Committee considered the risks that the Company would face if it continued to operate on a stand-alone public company basis, including:

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the fact that the Company faced substantial upcoming debt maturities in 2026 and such debt was trading at a large discount to par;

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risks relating to the Company’s long-term liquidity, including access to borrowings under the Company’s limited ability to incur additional debt or raise capital, increased interest expense in connection with increased rates and limited ability to access sources of capital on commercial terms sufficient to fund necessary capital investments essential to keep the Company competitive, including execution of its fiber expansion strategy;

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risks relating to the possibility that the Company may face even greater liquidity issues in the medium-term;

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risks relating to the Company’s relationship with its lenders following the completion of the Company’s 2024 debt refinancing transaction; and

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risks relating to the Company’s substantial amount of debt outstanding, including covenants under the Company’s existing credit agreement that restrict the Company’s discretion in operating its business and increased debt carrying costs in connection with increasing interest rates.

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Current Economy.   The Special Committee considered the current state of the economy, capital markets and uncertainty surrounding forecasted economic conditions in the near-term and the long-term, which could negatively affect the Company’s financial performance.

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Opportunity for Company Stockholders to Vote.   The Special Committee considered the fact that the Merger would be subject to the approval of the Company stockholders, and Company stockholders would be free to evaluate the Merger and vote for or against the adoption of the Merger Agreement at the Special Meeting. As more fully described in the section of this proxy statement captioned “The Rollover Agreement,” pursuant to the Rollover Agreement, each of the Rollover Stockholders is obligated to vote or cause to be voted any shares of Company Common Stock beneficially owned by them in accordance with the Special Committee’s recommendation with respect to all matters related to the Merger Agreement, including the Merger, at the Special Meeting.

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Timing of Completion.   The Special Committee considered the anticipated timing of the consummation of the Merger and concluded that the Merger could be completed in a reasonable timeframe and in an orderly manner. The Special Committee also considered that the potential for closing the Merger in a reasonable timeframe could reduce the period during which the Company’s business would be subject to the potential uncertainty of closing and related disruption.

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Likelihood of Completion.   The Special Committee considered the absence of a financing condition or similar contingency based on the bidders’ ability to obtain financing, the bidders’ committed financing, the strong commitment made by the bidders to seek regulatory approvals, and the fact that the Rollover Stockholders, who hold approximately 37% of the voting power of the Company’s outstanding share capital, have duly executed and entered into the Rollover Agreement, pursuant to which each Rollover Stockholder has agreed to vote his or their respective shares in favor of the Merger Agreement Proposal, subject to, and in accordance with, the terms and conditions of the Rollover Agreement, which provided the Special Committee comfort that Crestview and DigitalBridge would be able to consummate the transaction.

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Operating Flexibility.   The fact that the Merger Agreement provides the Company sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the Merger and the termination of the Merger Agreement, as more fully described in the section of this proxy statement captioned “The Merger Agreement — Conduct of Business Pending the Merger.”

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Specific Performance.   The Special Committee also considered the availability of the remedy of specific performance to the Company under the Merger Agreement in certain circumstances, including the Company’s right under the Equity Commitment Letter to cause the Financing to be funded if, among other things, the conditions to closing are satisfied (or would be satisfied at the closing of the Merger).

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Procedural Safeguards.   The Special Committee also considered the factors discussed below, relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger Agreement, the Merger and the other transactions contemplated thereby to the Unaffiliated Company Stockholders. The Special Committee believes such factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger:

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that, as authorized and directed by the Company Board, the Special Committee retained and received the advice of Centerview as its own independent financial advisor and Wachtell Lipton as its own independent legal advisor;

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the authority granted to the Special Committee by the Company Board;

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that the Special Committee consists solely of independent and disinterested directors who are able to evaluate and negotiate the proposed merger on behalf of the Unaffiliated Company Stockholders;

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the Special Committee’s belief that it was fully informed about the extent to which the interests of the Rollover Stockholders differ from those of the Unaffiliated Company Stockholders;

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that the Special Committee held more than ninety formal meetings to discuss and evaluate the proposed Merger and each member of the Special Committee was actively engaged in the process; and

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that the financial and other terms and conditions of the proposed transaction were the product of extensive negotiations that took place over a substantial time period between the Special Committee, with the assistance of its independent legal and financial advisors, on the one hand, and Parent and its representatives, on the other hand.

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In the course of their deliberations, the Special Committee also considered certain risks and other potentially adverse factors concerning the Merger, including:

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No Stockholder Participation in Future Growth or Earnings.   The Special Committee considered the fact that the nature of the Merger as an all-cash transaction means that the Company would no longer exist as an independent public company following the consummation of the Merger and that Company stockholders (other than the Rollover Stockholders) will not participate in future earnings or growth of Parent and will not benefit from any appreciation in value of the Surviving Corporation.

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Risks Associated with Parent and Merger Sub.   The Special Committee considered the fact that Parent and Merger Sub are newly formed entities with essentially no assets and the Limited Guarantee provided by DigitalBridge guarantees Parent’s and Merger Sub’s obligations under the Merger Agreement only with respect to certain monetary damages and certain reimbursement obligations.

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Absence of a Condition Requiring Approval of the Unaffiliated Stockholders.   The Special Committee considered the fact that Crestview and DigitalBridge were unwilling to agree that it would be a condition to closing that the Merger Agreement be adopted by a majority of the Company’s unaffiliated stockholders, and that the Rollover Stockholders accordingly represented a majority of the shares of Company Common Stock required to adopt the Merger Agreement (approximately 37% of the outstanding shares of Company Common Stock, requiring only approximately 13% of the outstanding shares of Company Common Stock held by other stockholders to vote to adopt the Merger Agreement).

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Interim Operating Risks.   The Special Committee considered the restrictions placed on the conduct of the Company’s business prior to the completion of the Merger pursuant to the terms of the Merger Agreement, which, despite providing sufficient flexibility for the Company to operate its business in the ordinary course, could delay or prevent the Company from undertaking business opportunities that may arise or any other actions out of the ordinary course it would otherwise take with respect to the Company’s operations absent the pendency of the Merger.

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Risks Associated with Failure to Consummate the Merger.   The Special Committee considered the possibility that the Merger might not be consummated, on the anticipated timing or at all, and that if the Merger is not consummated:

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the Company’s directors, senior management and other employees will have expended extensive time and effort and will have experienced significant distraction during the pendency of the Merger;

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the Company will have incurred significant transaction costs;

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the Company’s continuing business relationships with customers, vendors, partners and employees may be adversely affected;

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the trading price of shares of Company Common Stock could be materially and adversely affected;

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the market’s perceptions of the Company’s prospects could be adversely affected;

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the Company may have difficulty achieving its stand-alone strategic plan;

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the Company could lose management or other personnel during the pendency of the Merger and there may be a potential negative impact on the Company’s ability to attract, hire and retain key employees, as current and prospective employees may experience uncertainty about their future roles with the Company if the Merger is not consummated;

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the Company would not benefit from an automatic extension of its revolving credit facility that is contingent on consummation of the Merger and, as a result, would need to extend or refinance the facility on a standalone basis, which extension or refinancing may not be available on terms acceptable to the Company, or at all; and

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the trading price of Company Common Stock may decline to the extent that the market price of Company Common Stock currently reflects positive market assumptions that the Merger will be consummated.

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Non-Solicitation and Termination Fee.   The Special Committee considered the fact that the Merger Agreement precludes the Company from soliciting or, subject to certain limited exceptions, considering Alternative Proposals and requires the Company to pay a termination fee of $15,809,036 in certain circumstances, which could discourage other potential acquirors from making an alternative proposal to acquire the Company.

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Timing Risks.   The Special Committee considered the amount of time it could take to complete the Merger, including that completion of the Merger depends on factors outside of the Company’s or Parent’s control (including the approval of the Merger by the Company stockholders and certain governmental authorities), and the risk that the pendency of the Merger following the announcement of the execution of the Merger Agreement could divert the Company management’s attention and have an adverse impact on the Company, including its existing and prospective customer and other business relationships.

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Cap on Parent Liability.   The Special Committee considered that the maximum aggregate monetary liability of Parent, Merger Sub or their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates and representatives in connection with any loss suffered by the Company, its subsidiaries or their respective former, current or future officers, directors, partners, stockholders, managers, members, affiliates and representatives as a result of the failure of the transactions to be consummated or for a breach or failure to perform or comply under the Merger Agreement or any other document executed by any Parent Related Party (as defined in the Merger Agreement) will not exceed an amount equal to the Parent Termination Fee plus any expenses payable by Parent if the Company commences a proceeding to obtain the payment of the Parent Termination Fee.

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Interests of Certain Significant Stockholders in the Merger.   The Special Committee considered that the Rollover Stockholders will each participate in the transaction through a contribution of a portion of the shares of Company Common Stock to Parent in exchange for equity interests in such indirect parent company of Parent and thus will be able to participate in the future growth or earnings of the post-closing company with respect to that portion of their equity that they are rolling over. Accordingly, the Rollover Stockholders will be treated differently from all other holders of Company Common Stock, who are entitled to receive $5.20 in cash per share and whose interests in the Company’s future growth or earnings will terminate upon consummation of the Merger.

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Taxable Consideration.   The Special Committee considered the fact that the exchange of Company Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes.

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Other Risks.   The Special Committee considered the other risks described in and incorporated by reference in this proxy statement. Please see “Risk Factors” in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024, incorporated by reference herein, and the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements.”

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The Special Committee concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

In addition to considering the factors described above, the Special Committee and the Company Board also considered that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company stockholders generally. The Special Committee was aware of these interests and considered them at the time it recommended that the Company Board approve the Merger Agreement, and the Company Board was aware of these interests and considered them at the time it approved the Merger Agreement and made its recommendation to the Company stockholders. For more information, please see the section of this proxy statement captioned “Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger.”

In the course of evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, and making the decisions, determinations and recommendations described above (as applicable), the Special Committee and the Company Board did not consider the liquidation value of the Company because they considered the Company to be a viable, going concern; they believed that liquidation sales generally result in proceeds substantially less than sales of a going concern; and they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of the Company. For the foregoing reasons, the Special Committee and the Company Board did not consider liquidation value to be a relevant factor. Further, the Special Committee did not consider the Company’s net book value, which is an accounting concept, as a factor because they believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and net book value does not take into account the prospects of the Company, market conditions, trends in the industry in which the Company operates or the business risks inherent in the industry. In addition, the Special Committee did not view the purchase prices paid in the transactions described in the section of this proxy statement captioned “Important Information Regarding the Company — Transactions in Company Common Stock” to be relevant except to the extent that those prices indicated the trading price of the Company Common Stock during the applicable periods. The Special Committee believed at the time of entering into the Merger Agreement that the trading price of the shares of Company Common Stock at any given time represents the best available indicator of the Company’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. In addition, the Special Committee considered the value of the Company as a going concern by taking into account the value of the Company’s current and anticipated business, financial condition, results of operations, prospects, and other forward-looking matters. The Special Committee considered the financial analysis that representatives of Centerview reviewed with the Special Committee, together with the opinion provided by Centerview, as well as various additional factors, as discussed above. In addition, the Special Committee did not seek to establish a pre-Merger going concern value for the Company as such.

Other than as described in this proxy statement, the Special Committee is not aware of any firm offer by any other person during the past two years for a merger or consolidation of the Company with or into another company, the sale or other transfer of all or any substantial part of the Company’s assets or a purchase of the Company’s securities that would enable such person to exercise control of the Company.

The foregoing discussion of the information and factors considered by the Special Committee is not intended to be exhaustive and includes only the material factors considered by the Special Committee. In view of the wide variety of factors considered in connection with evaluating the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and the complexity of these matters, the Special Committee did not find it practicable to, and did not, quantify or otherwise assign relative weights, ranks or values to the factors considered in reaching their respective determinations and recommendations. In addition, individual directors may have given different weights, ranks or values to different factors. The Special Committee did not undertake to make any specific determination as to whether, or to what extent, any factor, or any particular aspect of any factor, supported or did not support their ultimate determinations. The Special Committee based its recommendations, determinations and approvals, where applicable, on the totality of the information presented, including the factors described above. The explanation of the factors and reasoning set forth above and certain information presented in this section are forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements.”

 

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Recommendation of the Company Board

The Company Board did not assess whether the “rollover” provisions of the Rollover Agreement, including the terms of the membership interests to be received by the Rollover Stockholders pursuant to the Rollover Agreement is advisable, fair to and in the best interests of the Rollover Stockholders. Based on the unanimous recommendation of the Special Committee (discussed further above), on the basis of the other factors described above and below, the Company Board, by a unanimous vote, (1) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and holders of shares of Company Common Stock, (2) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (3) directed that the Merger Agreement be submitted to the stockholders of the Company for its adoption at the Special Meeting by resolutions duly adopted, which resolutions have not, as of August 11, 2025, been subsequently rescinded, withdrawn or modified in any manner adverse to Parent and (4) subject to the terms set forth in the Merger Agreement, resolved to recommend that the stockholders of the Company adopt the Merger Agreement in accordance with the DGCL at the Special Meeting. In addition, the Company Board, on behalf of the Company, believes that the Merger Agreement and the transactions contemplated by the Merger Agreement are fair to the Company’s “unaffiliated security holders” ​(as defined in Rule 13e-3 under the Exchange Act).

In the course of reaching its determination and making its recommendations, the Company Board considered the following non-exhaustive list of material factors and countervailing factors, which are not presented in any relative order of importance:

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the Special Committee’s analysis (as to both substantive and procedural aspects of the Merger), conclusions and unanimous determination, which the Company Board adopted, that the Merger Agreement, the Rollover Agreement and the other transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and the holders of Company Common Stock. The Company Board also considered the Special Committee’s unanimous recommendation to the Company Board that the Unaffiliated Company Stockholders adopt the Merger Agreement at the Special Meeting;

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the procedural fairness of the Merger, including that (i) it was negotiated by the Special Committee consisting solely of independent (for purposes of serving on the Special Committee) and disinterested directors that are not affiliated with, and are independent of, Crestview and DigitalBridge and were otherwise disinterested and independent with respect to a potential acquisition of the Company, other than as discussed in the section entitled “Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”; and (ii) the Special Committee had the authority to negotiate the Merger Agreement, determine the advisability of the transactions contemplated by the Merger Agreement, including the Merger, to recommend to the Company Board what action should be taken with respect to the transactions contemplated by the Merger Agreement, including the Merger, and to select and engage, and was advised by, its own independent legal and financial advisors; and

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the other material factors and countervailing factors considered by the Special Committee and listed above.

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The Company Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger. The Company Board is not aware of any offers made by any other person for a merger or consolidation of the Company with another company, the sale or transfer of all or substantially all of the Company’s assets or a purchase of the Company’s securities that would enable such person to exercise control of the Company during the past two years. The foregoing discussion is not exhaustive but is intended to summarize the material information and factors considered by the Company Board in its consideration of the transactions contemplated by the Merger Agreement, including the Merger. The Company Board, by a unanimous vote of the Company’s directors, reached the decision to approve the Company’s entry into the Merger Agreement, considering the factors described above and other factors that it believed were appropriate. In view of the variety of factors and the quality and amount of information considered, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations. In addition, each individual member of the

 

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Company Board may have given different weight to different factors. The Company Board conducted an overall review of the factors described above, and considered the factors overall to be favorable to, and to support, their determinations.

Opinion of Centerview Partners LLC

On August 11, 2025, Centerview rendered to the Special Committee its oral opinion, subsequently confirmed in a written opinion dated August 11, 2025, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the Unaffiliated Company Stockholders (other than holders of Excepted Shares (as defined below)) pursuant to the Merger Agreement was fair, from a financial point of view, to such Unaffiliated Company Stockholders. For purposes of this section, “Excepted Shares” means (i) Company Common Stock directly owned by the Company as treasury stock or otherwise, or by Parent or Merger Sub immediately prior to the Effective Time, including any Rollover Shares, (ii) any Dissenting Shares and (iii) Company Common Stock owned by any direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time and any Company Common Stock held by any affiliate of the Company.

The full text of Centerview’s written opinion, dated August 11, 2025, which describes the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. The summary of the written opinion of Centerview set forth below is qualified in its entirety by the full text of Centerview’s written opinion attached as Annex B. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to the Unaffiliated Company Stockholders (other than holders of Excepted Shares) of the Merger Consideration to be paid to such Unaffiliated Company Stockholders pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement or the Transaction and does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:

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a draft of the Merger Agreement dated August 10, 2025, referred to in this summary of Centerview’s opinion as the “Draft Merger Agreement”;

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Annual Reports on Form 10-K of the Company for the years ended December 31, 2024, December 31, 2023, as amended, and December 31, 2022;

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certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company;

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certain publicly available research analyst reports for the Company;

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certain other communications from the Company to its stockholders; and

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certain internal information relating to the business, operations, earnings, cash flow, assets, liabilities and prospects of the Company, including certain financial forecasts, analyses and projections relating to the Company prepared by management of the Company and furnished to Centerview by the Company for purposes of Centerview’s analysis which are referred to in this summary of Centerview’s opinion as the “Forecasts,” and which are collectively referred to in this summary of Centerview’s opinion as the “Internal Data,” and which are included in the Projections disclosed in the section of this proxy statement entitled “Special Factors — Unaudited Prospective Financial Information.”

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Centerview also participated in discussions with members of the senior management and representatives of the Company regarding their assessment of the Internal Data. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the Transaction with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with the Special Committee’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Special Committee’s direction, that the Internal Data (including, without limitation, the Forecasts) were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby and Centerview relied, at the Special Committee’s direction, on the Internal Data for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Internal Data or the assumptions on which it was based. In addition, at the Special Committee’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Centerview furnished with any such evaluation or appraisal, and was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. Centerview assumed, at the Special Committee’s direction, that the final executed Merger Agreement would not differ in any respect material to Centerview’s analysis or opinion from the Draft Merger Agreement reviewed by Centerview. Centerview also assumed, at the Special Committee’s direction, that the Transaction will be consummated on the terms set forth in the Merger Agreement and in accordance with all applicable laws and other relevant documents or requirements, without delay or the waiver, modification or amendment of any term, condition or agreement, the effect of which would be material to Centerview’s analysis or Centerview’s opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transaction, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or Centerview’s opinion. Centerview did not evaluate and did not express any opinion as to the solvency or fair value of the Company, or the ability of the Company to pay its obligations when they come due, or as to the impact of the Transaction on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters.

Centerview’s opinion expressed no view as to, and did not address, the Company’s underlying business decision to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of Centerview’s written opinion, to the Unaffiliated Company Stockholders (other than holders of Excepted Shares) of the Merger Consideration to be paid to such Unaffiliated Company Stockholders pursuant to the Merger Agreement. For purposes of its opinion, Centerview was not asked to, and Centerview did not, express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Transaction, including, without limitation, the structure or form of the Transaction, or any other agreements or arrangements contemplated by the Merger Agreement or entered into in connection with or otherwise contemplated by the Transaction, including, without limitation, the fairness of the Transaction or any other term or aspect of the Transaction to, or any consideration to be received in connection therewith by, or the impact of the Transaction on, the holders of any other class of securities, creditors or other constituencies of the Company or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the Transaction other than the Unaffiliated Company Stockholders (other than holders of Excepted Shares), whether relative to the Merger Consideration to be paid to the Unaffiliated Company Stockholders (other than holders of Excepted Shares) pursuant to the Merger Agreement or otherwise. Centerview’s opinion was necessarily

 

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based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of Centerview’s written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of Centerview’s written opinion. Centerview’s opinion does not constitute a recommendation to any stockholder of the Company or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter. Centerview’s financial advisory services and its written opinion were provided for the information and assistance of the Special Committee (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction. The issuance of Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

Summary of Centerview Financial Analysis

The following is a summary of the material financial analyses prepared and reviewed with the Special Committee in connection with Centerview’s opinion, dated August 11, 2025. The order of the financial analyses described does not represent the relative importance or weight given to those financial analyses by Centerview. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analyses summarized below should not be taken to be Centerview’s view of the actual value of the Company. Some of the summaries of the financial analyses set forth below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses performed by Centerview. Considering the data in the tables below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying Centerview’s financial analyses and its opinion. In performing its analyses, Centerview made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company or any other parties to the Transaction. None of the Company, Parent, Merger Sub or Centerview or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the Company do not purport to be appraisals or reflect the prices at which the Company may actually be sold. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analyses are inherently subject to substantial uncertainty. The financial analyses summarized below were based on the Base Case (as defined below) in the 2025 Projections (as defined below), the net operating loss forecasts and other financial information prepared and furnished to Centerview by or on behalf of the management of the Company, and used at the direction of the management of the Company and approved for Centerview’s use by the Special Committee. The following summary does not purport to be a complete description of the financial analyses performed by Centerview. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 8, 2025 and is not necessarily indicative of current market conditions.

Selected Public Company Analysis

Centerview reviewed and compared certain financial information for the Company to corresponding financial information for certain publicly traded communications companies that Centerview deemed comparable, based on its experience and professional judgment, to the Company (which companies are referred to as the “selected companies” in this summary of Centerview’s opinion).

Using publicly available information obtained from SEC filings and other data sources as of August 8, 2025, Centerview calculated, for each selected company, such company’s implied enterprise value (calculated as the equity value (taking into account outstanding restricted stock awards, options (determined using the treasury stock method) and performance stock units) plus the book value of debt and certain liabilities less cash and cash equivalents and certain non-majority owned equity investments) as a multiple of Wall Street research analyst consensus estimated Next Twelve Months adjusted EBITDA (“EV/NTM EBITDA”).

 

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The companies reviewed and the EV/NTM EBITDA trading multiple of the selected companies were as follows:

​

(1)

$ in millions, except per share amounts.

​

​

(2)

Using publicly available information as of unaffected date of May 21, 2025 and assumes market value of debt as of unaffected date of May 21, 2025.

​

Although none of the selected companies is directly comparable to the Company, the selected companies were chosen by Centerview, among other reasons, because they are publicly traded communications companies with certain operational, business and/or financial characteristics that, for purposes of Centerview’s analysis, may be considered similar to those of the Company.

However, because none of the selected companies is exactly the same as the Company, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected public company analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences between the operational, business and/or financial characteristics of the Company and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. Based on this analysis and other considerations that Centerview deemed relevant in its experience and professional judgment, Centerview selected a reference range of EV/NTM EBITDA Trading Multiple of 4.3x to 5.3x to apply to the Company’s estimated adjusted NTM EBITDA as of August 8, 2025, as set forth in the Internal Data (“NTM Adjusted EBITDA”). In selecting this range of EV/NTM EBITDA Trading Multiple, Centerview made qualitative judgments based on its experience and professional judgment concerning differences between the business, operational, and/or financial characteristics of the Company and the selected companies that could affect their public trading values in order to provide a context in which to consider the results of the quantitative analysis.

Applying this range of EV/NTM EBITDA Trading Multiples to the Company’s estimated NTM Adjusted EBITDA as of August 8, 2025, as set forth in the Forecasts resulted in an implied per share equity value range for Company Common Stock of approximately $2.60 to $5.95, rounded to the nearest $0.05. Centerview then compared this range to the Merger Consideration of $5.20 per share of Company Common Stock to be paid to the Unaffiliated Company Stockholders (other than holders of Excepted Shares) pursuant to the Merger Agreement.

Selected Precedent Transactions Analysis

Centerview reviewed and analyzed certain information relating to the following selected transactions involving companies (which transactions are referred to as the “selected transactions” in this summary of Centerview’s opinion) that Centerview, based on its experience and professional judgment, deemed relevant to consider in relation to the Company and the Transaction.

Using publicly available information obtained from SEC filings and other data sources as of the time of the announcement of the selected transactions, Centerview calculated, for each selected transaction, the enterprise value implied by the transaction for each target company based on the consideration payable in the applicable selected transaction (calculated as the offer value (taking into account outstanding restricted stock awards, options (determined using the treasury stock method) and performance stock units), plus the book value of debt and certain liabilities less cash and cash equivalents and certain non-majority owned

 

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equity investments) as a multiple of publicly available information obtained from SEC filings and other data sources’ estimated Last Twelve Months EBITDA as of the time of the transaction announcement (“EV/LTM EBITDA Multiple”).

The selected transactions considered in this analysis are summarized below:

​

(1)

$ in millions, except per share amounts.

​

​

(2)

Exact EBITDA not available. Multiples derived based on the EV/EBITDA multiple publicly disclosed in connection with the transaction.

​

​

(3)

Transaction involved the sale of select Verizon wireline assets to Frontier.

​

Although none of the selected transactions is directly comparable to the Transaction, these transactions were selected, among other reasons, because they have certain business, operational and/or financial characteristics that, for purposes of Centerview’s analysis, may be considered similar to the Transaction. The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operational and/or financial conditions and prospects of the Company and the companies included in the selected precedent transactions analysis. However, because none of the selected transactions used in this analysis is identical or directly comparable to the Transaction, Centerview believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected precedent transaction analysis. Accordingly, Centerview also made qualitative judgments, based on its experience and professional judgment, concerning differences in business, operational and/or financial characteristics and other factors that could affect the transaction values of each in order to provide a context in which to consider the results of the quantitative analysis.

Based on this analysis and other considerations that Centerview deemed relevant in its experience and professional judgment, related to, among other things, differences in the business, operational and/or financial conditions and prospects of the Company and the companies included in the selected precedent transactions analysis, Centerview selected a reference range of EV/LTM EBITDA Multiples of 5.5x to 7.0x derived from the selected precedent transactions. Applying this reference range of EV/LTM EBITDA Multiples to the Company’s Last Twelve Months Adjusted EBITDA as of August 8, 2025, as set forth in the Internal Data, resulted in an implied per share equity value range for Company Common Stock of approximately $5.95 to $10.85, rounded to the nearest $0.05. Centerview then compared this range to the Merger Consideration

 

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of $5.20 per share of Company Common Stock to be paid to the Unaffiliated Company Stockholders (other than holders of Excepted Shares) pursuant to the Merger Agreement.

Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of the Company based on the Base Case in the 2025 Projections. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset or set of assets by calculating the “present value” of estimated future cash flows of the asset or set of assets. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

In performing this analysis, Centerview calculated a range of equity values for the Company Common Stock by (a) discounting to present value as of June 30, 2025, using discount rates ranging from 8.0% to 9.0% (based on Centerview’s analysis of the Company’s weighted average cost of capital) and using a mid-year convention: (i) the forecasted after-tax unlevered free cash flows of the Company over the period beginning on July 1, 2025 and ending on December 31, 2029, utilized by Centerview based on the Base Case in the 2025 Projections, (ii) a range of implied terminal values of the Company at the end of the forecast period shown in the Forecasts, applying a range of terminal multiples to the Company’s projected EBITDA for the last twelve months as of December 31, 2029, ranging from 5.0x to 6.0x, and (iii) tax savings from usage of the Company’s estimated federal net operating losses for calendar years 2027 and 2028, as provided by the Company’s management and as set forth in the Internal Data, and (b) subtracting the Company’s debt as of June 30, 2025 and adding the Company’s cash as of June 30, 2025 to the foregoing results, as provided by the management of the Company.

Centerview divided the result of the foregoing calculations by the number of fully diluted outstanding Company Common Stock (taking into account restricted stock awards and performance stock units) as of August 8, 2025, as set forth in the Internal Data, resulting in a range of implied equity values per Share of $3.05 to $6.75, rounded to the nearest $0.05. Centerview then compared the results of the above analysis to the Merger Consideration of $5.20 per share of Company Common Stock to be paid to the Unaffiliated Company Stockholders (other than holders of Excepted Shares) pursuant to the Merger Agreement.

Other Factors

Centerview noted for the Special Committee certain additional factors solely for reference and informational purposes only, including, among other things, the following:

•

Historical Stock Trading Price Analysis.   Centerview reviewed historical closing trading prices of Company Common Stock during the 52-week period ended August 8, 2025, which reflected low and high stock closing prices for the Company during such period of $3.17 to $5.78 per share; and

​

•

Analyst Price Target Analysis.   Centerview reviewed stock price targets for Company Common Stock in publicly available Wall Street research analyst reports as of August 8, 2025, which indicated low and high stock price targets for the Company ranging from $4.00 to $6.50 per Share.

​

General

The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. In arriving at its opinion, Centerview did not draw, in isolation, conclusions from or with regard to any factor or analysis that it considered. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses.

Centerview’s financial analyses and opinion were only one of many factors taken into consideration by the Special Committee in its evaluation of the Transaction. Consequently, the analyses described above should not be viewed as determinative of the views of the Special Committee or management of the Company with respect to the Merger Consideration or as to whether the Special Committee would have been willing

 

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to determine that a different consideration was fair. The consideration for the transaction was determined through arm’s-length negotiations between the Company and Parent and was approved by the Special Committee. Centerview provided advice to the Company during these negotiations. Centerview did not, however recommend any specific amount of consideration to the Company or the Special Committee or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the date of its written opinion, except for Centerview’s engagement by the Special Committee, Centerview had not been engaged to provide financial advisory or other services to the Company, and Centerview did not receive compensation from the Company during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Crestview, a significant stockholder of the Company and a sponsor of Parent, and Centerview did not receive any compensation from Crestview during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to Parent, and Centerview did not receive any compensation from Parent during such period. In the two years prior to the date of its written opinion, Centerview had not been engaged to provide financial advisory or other services to DigitalBridge, and Centerview did not receive any compensation from DigitalBridge during such period. In the two years prior to the date of its written opinion, Centerview had been engaged and is currently engaged to provide financial advisory services unrelated to the Company to a private company in which DigitalBridge holds a significant minority ownership interest, including in connection with certain strategic matters, and Centerview expects to receive between $10 million and $15 million in compensation from such company for such services during such period.

The Special Committee selected Centerview as its financial advisor in connection with the Transaction based on among other things, Centerview’s significant experience in the telecommunications sector and with related party transactions, its familiarity with the Company and public company transactions, its independence from Crestview and DigitalBridge (assessed through conversations with Centerview and the provision of written relationship disclosures), the quality of the presentations made by Centerview to the Special Committee, and the terms of Centerview’s fee proposal. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction.

In connection with Centerview’s services as the financial advisor to the Special Committee, the Company has agreed to pay Centerview an aggregate fee of $19.4 million, $2.5 million of which was payable upon the rendering of Centerview’s opinion and $16.9 million of which is payable contingent upon consummation of the Transaction (the “Centerview Transaction Fee”) (which includes a $1 million retainer, which is creditable against the Centerview Transaction Fee). In addition, the Company has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement.

Other Presentations by Centerview

In addition to the presentation made to the Special Committee on August 10, 2025, which has been filed with the SEC as an exhibit to the Schedule 13E-3 and is described above, copies of the preliminary presentations presented or delivered by Centerview to the Special Committee on July 1, 2024, August 9, 2024, August 19, 2024, October 16, 2024, November 25, 2024, December 16, 2024, February 13, 2025, May 30, 2025, and August 5, 2025 containing preliminary financial analyses also are attached as exhibits to such Schedule 13E-3.

A summary of these preliminary presentations is provided below. The following summaries, however, may not contain all of the information about these preliminary presentations or of the preliminary financial analyses performed by Centerview.

​

•

The preliminary presentation presented by Centerview to the Special Committee on July 1, 2024, filed as Exhibit 16(c)(ii) to Schedule 13E-3, contains, among other information, a transaction status update, an overview of Centerview’s work plan, an outline of valuation considerations and an overview of potential interested parties.

​

 

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​

•

The preliminary presentation presented by Centerview to the Special Committee on August 9, 2024, filed as Exhibit 16(c)(iii) to Schedule 13E-3, contains, among other information, a transaction status update and overview of diligence, an overview of the Initial Proposal, an overview of the Company’s share price over time, a summary of the Company’s then-current management plan and relevant comparisons of the Company’s management plan to Wall Street estimates, an introduction to Centerview’s preliminary valuation methodologies, a summary of Wall Street research price targets, an overview of trading statistics for the Company and other selected companies in similar lines of business to the Company as of August 6, 2024, an overview of the Company’s and comparable companies’ multiples for the last five years, an overview of Centerview’s work plan, an overview of potential interested parties, an overview of an illustrative timeline and an overview of preliminary valuation analyses, which were substantially similar to valuation analyses described under the section of this proxy statement entitled “Special Factors — Opinion of Centerview Partners LLC” other than:

​

​

•

with respect to the preliminary valuation analyses, Centerview conducted the analysis based on the Company’s then-current management plan as set forth in the Initial Projections and other then-current relevant metrics for the Company provided by the Company’s management;

​

​

•

with respect to the discounted cash flow analysis, Centerview used a then-current calculation of the Company’s estimated weighted average cost of capital for the Company of 9.0% to 10.0% and a perpetuity growth rate of 2.5% to 3.5%; and

​

​

•

with respect to the selected precedent transactions analysis, Centerview did not include Verizon’s acquisition of Frontier that was announced on September 5, 2024 or Charter Communications’ acquisition of Cox Communications that was announced on May 16, 2025.

​

​

•

The preliminary presentation presented by Centerview to the Special Committee on August 19, 2024, filed as Exhibit 16(c)(iv) to Schedule 13E-3, contains, among other information, an overview of illustrative statistics at various share prices of the Common Stock, an overview of trading statistics for the Company and selected companies in similar lines of business to the Company as of August 6, 2024, an overview of the Company’s and comparable companies’ multiples for the last five years, and an overview of illustrative future share prices.

​

​

•

The preliminary presentation presented by Centerview to the Special Committee on October 16, 2024, filed as Exhibit 16(c)(v) to Schedule 13E-3, contains, among other information, an overview of the October Proposal, an overview of the Company’s share price over time, a summary of the Company’s then-current management plan and relevant comparisons of the Company’s management plan to Wall Street estimates, an overview of Centerview’s preliminary valuation methodologies, a summary of Wall Street research price targets, an overview of trading statistics for the Company and other selected companies in similar lines of business to the Company as of October 16, 2024, an overview of the Company’s and comparable companies’ multiples for the last five years and an overview of preliminary financial analyses of the October Proposal, which were substantially similar to valuation analyses described under the section of this proxy statement entitled “Special Factors — Opinion of Centerview Partners LLC” other than:

​

​

•

with respect to the preliminary valuation analyses, Centerview conducted the analysis based on the Company’s then-current management plan as set forth in the Initial Projections and other then-current relevant metrics for the Company provided by the Company’s management;

​

​

•

with respect to the discounted cash flow analysis, Centerview used a then-current calculation of the Company’s estimated weighted average cost of capital for the Company of 9.0% to 9.8% and a perpetuity growth rate of 2.5% to 3.5%; and

​

​

•

with respect to the selected precedent transactions analysis, Centerview did not include Verizon’s acquisition of Frontier that was announced on September 5, 2024 or Charter Communications’ acquisition of Cox Communications that was announced on May 16, 2025.

​

​

•

The preliminary presentation presented by Centerview to the Special Committee on November 25, 2024, filed as Exhibit 16(c)(vi) to Schedule 13E-3, contains, among other information, an overview of the Illustrative Unconstrained Case, an overview of trading statistics for the Company and other

​

 

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selected companies in similar lines of business to the Company as of November 22, 2024 and an overview and comparison of certain metrics of recent transaction targets and the Company.

​

•

The preliminary presentation presented by Centerview to the Special Committee on December 16, 2024, filed as Exhibit 16(c)(vii) to Schedule 13E-3, contains, among other information, an overview of the December Proposal, an overview of the Company’s share price over time, a summary of the Company’s then-current management plan and relevant comparisons of the Company’s management plan to Wall Street estimates, an overview of Centerview’s preliminary valuation methodologies, a summary of Wall Street research price targets, an overview of trading statistics for the Company and other selected companies in similar lines of business to the Company as of December 12, 2024, an overview of the Company’s and comparable companies’ multiples for the last five years, an overview of peer unsecured yield-to-worst for selected companies in similar lines of business to the Company as of December 12, 2024 and an overview of preliminary financial analyses of the December Proposal, which were substantially similar to valuation analyses described under the section of this proxy statement entitled “Special Factors — Opinion of Centerview Partners LLC” other than:

​

​

•

with respect to the preliminary valuation analyses, Centerview conducted the analysis based on the Company’s then-current management plan as set forth in the November Projections and other then-current relevant metrics for the Company provided by the Company’s management;

​

​

•

with respect to the discounted cash flow analysis, Centerview used a then-current calculation of the Company’s estimated weighted average cost of capital for the Company of 8.3% to 9.5% and a perpetuity growth rate of 2.5% to 3.0%; and

​

​

•

with respect to the selected precedent transactions analysis, Centerview did not include Charter Communications’ acquisition of Cox Communications that was announced on May 16, 2025.

​

​

•

The preliminary presentation presented by Centerview to the Special Committee on February 13, 2025, filed as Exhibit 16(c)(viii) to Schedule 13E-3, contains, among other information, a transaction status update, an overview of the Company’s share price over time, an overview of the February 11 Proposal, an overview of Centerview’s preliminary valuation methodologies, a summary of the Company’s then-current management plan and relevant comparisons of the Company’s management plan to Wall Street estimates, a summary of Wall Street research price targets, an overview of trading statistics for the Company and other selected companies in similar lines of business to the Company as of February 11, 2025, an overview of the Company’s and comparable companies’ multiples for the last five years, an overview of peer unsecured yield-to-worst for selected companies in similar lines of business to the Company as of February 11, 2025 and preliminary financial analyses of the February 11 Proposal, which were substantially similar to valuation analyses described under the section of this proxy statement entitled “Special Factors — Opinion of Centerview Partners LLC” other than:

​

​

•

with respect to the discounted cash flow analysis, Centerview used a then-current calculation of the Company’s estimated weighted average cost of capital for the Company of 8.3% to 9.5% and a perpetuity growth rate of 2.5% to 3.0%; and

​

​

•

with respect to the selected precedent transactions analysis, Centerview did not include Charter Communications’ acquisition of Cox Communications that was announced on May 16, 2025.

​

•

The preliminary presentation presented by Centerview to the Special Committee on May 30, 2025, filed as Exhibit 16(c)(ix) to Schedule 13E-3, contains, among other information, an overview of illustrative terms on which the Company could consider extending or otherwise amending the Specified Contract.

​

​

•

The preliminary presentation presented by Centerview to the Special Committee on May 30, 2025, filed as Exhibit 16(c)(x) to Schedule 13E-3, contains, among other information, an overview of the May Proposal, an overview of the Company’s share price over time, a summary of the Company’s then-current management plan and relevant comparisons of the Company’s management plan to Wall Street estimates, an overview of Centerview’s preliminary valuation methodologies, a summary of Wall Street research price targets, an overview of the Company’s and comparable companies’ multiples for the last five years, an overview of future share price analysis, an overview of peer unsecured

​

 

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yield-to-worst for selected companies in similar lines of business to the Company as of May 27, 2025 and an overview of preliminary financial analyses of the May Proposal, which were substantially similar to valuation analyses described under the section of this proxy statement entitled “Special Factors — Opinion of Centerview Partners LLC” other than:

​

•

with respect to the discounted cash flow analysis, Centerview used (i) a terminal EBITDA multiple method, using a range of terminal value multiples of 5.0x to 6.5x the Company’s estimated terminal year EBITDA, and (ii) a then-current calculation of the Company’s estimated weighted average cost of capital for the Company of 8.0% to 9.0%.

​

•

The preliminary presentation presented by Centerview to the Special Committee on August 5, 2025, filed as Exhibit 16(c)(xi) to Schedule 13E-3, contains, among other information, a status update on the extension or other amendment of the Specified Contract.

​

Such preliminary presentations by Centerview do not constitute, or form the basis of, an opinion of Centerview with respect to the considerations payable under the Merger Agreement, including the aggregate consideration to be paid pursuant to the Merger Agreement or the allocation among stockholders of the aggregate consideration to be paid pursuant to the Merger Agreement, and the preliminary financial analyses therein were based on economic, monetary, market and other conditions as in effect on, and the information made available to Centerview as of, the date of the presentation.

Position of the Parent Entities as to the Fairness of the Merger

Under a possible interpretation of the SEC rules governing “going private” transactions, each Parent Entity may be deemed to be an affiliate of the Company, and therefore required to express its belief as to the fairness of the proposed Merger to the Company’s “unaffiliated security holders” ​(as defined in Rule 13e‑3). The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 has been filed with the SEC. The Parent Entities are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Parent Entities as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the Merger Proposal. The Parent Entities have interests in the Merger that are different from, and/or in addition to, the unaffiliated security holders of the Company.

The Parent Entities believe that the interests of the unaffiliated security holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. The Parent Entities did not participate in the discussions or deliberations of the Special Committee or the Company Board regarding, nor have they received advice from the respective legal, financial or other advisors of the Special Committee or the Company Board as to, the fairness of the Merger. None of the Parent Entities are members of, or have designated members on, the Company Board. The Parent Entities have not performed, or engaged a financial advisor to perform, any valuation or other analyses for the purposes of assessing the fairness of the Merger to the unaffiliated security holders of the Company.

Based on, among other things, their knowledge and analyses of available information regarding the Company, as well as discussions with the Company’s senior management regarding the Company and its business and the factors considered by, and the analyses and resulting conclusions of, the Company Board and the Special Committee discussed in the section of this proxy statement captioned “Special Factors — Reasons for the Merger; Recommendations of the Special Committee and the Company Board” (which analyses and resulting conclusions the Parent Entities adopt), the Parent Entities believe that the Merger is procedurally and substantively fair to the Company’s “unaffiliated security holders” ​(as defined in Rule 13e-3). In particular, the Parent Entities considered the following, which are not listed in any relative order of importance:

​

•

the current and historical market prices of Company Common Stock, including the market performance of Company Common Stock relative to those of other participants in the Company’s industry and general market indices, the fact that the Merger Consideration represents a premium of approximately 37% to the unaffected closing price of Company Common Stock prior to the initial non-binding offer of $4.80 submitted by affiliates of the Purchaser Filing Parties on May 2, 2024 and

​

 

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a premium of approximately 53.8% to the closing price of Company Common Stock on August 11, 2025, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby;

•

the fact that, in considering the transaction with the Purchaser Filing Parties, the Special Committee acted to represent the interests of the Company and its stockholders (other than the Rollover Stockholders), including the Company’s “unaffiliated security holders” ​(as defined in Rule 13e-3);

​

•

the fact that the Special Committee had the full power and authority to negotiate the terms and conditions of any strategic transaction involving the Company (including the Merger), including to reject any proposals made by Parent or any other person, and the recognition by the Special Committee that it had no obligation to recommend to the Company Board that it approve the Merger Agreement, and the recognition by the Company Board that it had no obligation to approve the Merger Agreement;

​

•

the fact that the Special Committee unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, including the Company’s “unaffiliated security holders” ​(as defined in Rule 13e-3);

​

•

the fact that the Company Board, acting upon the recommendation of the Special Committee, unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, including the Company’s “unaffiliated security holders” ​(as defined in Rule 13e-3);

​

•

the fact that consideration and negotiation of the Merger Agreement were conducted under the control and supervision of the Special Committee, the members of which are not officers or employees of the Company, are not affiliated with any of the Parent Entities, are disinterested under Delaware law and do not have any interests in the Merger different from, or in addition to, those of the Company’s unaffiliated security holders, other than the members’ receipt of Company Board compensation and Special Committee compensation (which are not contingent upon the completion of the Merger or the Special Committee’s or the Company Board’s recommendation and/or authorization and approval of the Merger) and their indemnification and liability insurance rights under their respective indemnification agreements entered into with the Company and under the Merger Agreement;

​

•

the fact that the Special Committee retained, and had the benefit of advice from, nationally recognized legal and financial advisors;

​

•

other than with respect to applicable vesting provisions, the fact that no member of the Company’s senior management has a substantial financial interest in the Merger that is different from, or in addition to, the interests of the unaffiliated security holders of the Company generally, although the Merger Agreement does include customary provisions for ongoing employee benefits, indemnity and the continuation of liability insurance for the Company’s officers and directors;

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•

the fact that the Merger Consideration will be paid to the holders of Company Common Stock (other than holders of Company Common Stock contributed to Parent pursuant to the Rollover Agreement, and the holders of the Excluded Shares) in all cash, thus allowing such holders of Company Common Stock (other than holders of the Excluded Shares) to immediately realize a certain and fair value for their shares, which value represents a significant premium to (a) the unaffected closing price of Company Common Stock prior to the initial non-binding offer of $4.80 submitted by affiliates of the Purchaser Filing Parties on May 2, 2024, and (b) the closing price of Company Common Stock on August 11, 2025, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby;

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the fact that the Merger will provide liquidity for the unaffiliated security holders of the Company without the delays that would otherwise be necessary in order to liquidate the positions of larger holders, and without incurring brokerage and other costs typically associated with market sales;

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the fact that the Merger will provide liquidity to larger holders without the risks of market volatility and downward pressure on the stock price associated with the liquidation of such positions;

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the potential risks to the Company of continuing to have publicly traded common stock, including the risks of market volatility and global uncertainty;

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the fact that the Company has the ability to seek specific performance under the Merger Agreement to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement;

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the fact that, notwithstanding that the Parent Entities are not entitled to, and did not, rely on the opinion rendered orally by Centerview to the Special Committee on August 11, 2025, which was subsequently confirmed by delivery of a written opinion of Centerview dated August 11, 2025, such written opinion stated that, as of the date of such opinion and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in such written opinion, the Merger Consideration to be paid to the Unaffiliated Company Stockholders (other than holders of Excepted Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such Unaffiliated Company Stockholders;

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the fact that the Merger Consideration and the terms and conditions of the Merger were the result of the Special Committee’s extensive arm’s length negotiations with the Parent Entities;

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the Company’s ability, under certain circumstances as set out in the Merger Agreement, to provide information to, or participate in discussions or negotiations with, third parties regarding any alternative acquisition proposal that constitutes, or is reasonably likely to lead to, a Superior Proposal;

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the Company’s ability, under certain circumstances as set out in the Merger Agreement, to terminate the Merger Agreement to enter into a definitive agreement related to a Superior Proposal, subject to paying Parent a termination fee of $15,809,036 in cash, subject to and in accordance with the terms and conditions of the Merger Agreement;

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the availability of appraisal rights to the Company’s stockholders who comply with all of the required procedures under Delaware law for exercising appraisal rights, which allow such holders to seek appraisal of the fair value of their shares; and

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the fact that, in certain circumstances under the terms of the Merger Agreement, the Special Committee and the Company Board are able to change, withhold, withdraw, qualify or modify their recommendation that Company stockholders vote in favor of the proposal to adopt the Merger Agreement.

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The Parent Entities did not consider the liquidation value of the Company in determining their view as to fairness of the Merger to the unaffiliated security holders because the Parent Entities consider the Company to be a viable going concern and view the trading history of Company Common Stock as an indication of the Company’s going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

The Parent Entities did not consider net book value, which is an accounting concept, in determining their view as to fairness of the Merger to the unaffiliated security holders because they believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Merger. See the section of this proxy statement captioned “Where You Can Find Additional Information” for a description of how to obtain copies of the Company’s periodic reports.

The Parent Entities did not establish, and did not consider, a going concern value for the Company as a public company to determine the fairness of the Merger Consideration to unaffiliated security holders because, following the Merger, the Company will have significantly different access to capital.

The Parent Entities did not receive any reports, opinions or appraisals from any outside party materially related to the fairness of the Merger or the Merger Consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to the Company’s unaffiliated security holders.

The Parent Entities also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

 

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(1) the fact that the holders of Company Common Stock (other than holders of the Excluded Shares) will not participate in any future earnings, appreciation in value or growth of the Company’s business and will not benefit from any potential sale of the Company or its assets to a third party in the future, (2) the risk that the Merger might not be completed in a timely manner or at all, and (3) the fact that Parent and Merger Sub are newly formed corporations with essentially no assets other than the funding commitment of the Equity Investor and the rollover commitments of the Rollover Stockholders;

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the restrictions on the conduct of the Company’s business prior to the completion of the Merger set forth in the Merger Agreement, which may delay or prevent the Company from undertaking business opportunities that may arise and certain other actions it might otherwise take with respect to the operations of the Company’s pending completion of the Merger;

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the negative effect that the pendency of the Merger, or a failure to complete the Merger, could potentially have on the Company’s business and relationships with its employees, vendors and customers;

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that, subject to the terms and conditions of the Merger Agreement, beginning on August 11, 2025, the Company and its subsidiaries are restricted from soliciting, proposing, initiating or knowingly encouraging the submission of acquisition proposals from third parties or the making of any inquiry, proposal or offer that would reasonably be expected to lead to an Alternative Proposal;

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the possibility that the amounts that may be payable by the Company upon the termination of the Merger Agreement, including payment to Parent of a termination fee of $15,809,036 in cash, and the processes required to terminate the Merger Agreement, including the opportunity for Parent to negotiate to make adjustments to the Merger Agreement, could discourage other potential acquirors from making a competing bid to acquire the Company; and

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the fact that the receipt of cash by a U.S. Holder in exchange for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes.

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The foregoing discussion of the information and factors considered and given weight by the Parent Entities in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The Parent Entities did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Parent Entities reached their position as to the fairness of the Merger after considering all of the foregoing as a whole.

The Parent Entities believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the unaffiliated security holders of the Company. This position, however, is not intended to be and should not be construed as a recommendation to any Company stockholder to approve the Merger Agreement. The Parent Entities make no recommendation as to how stockholders of the Company should vote their shares relating to the Merger. The Parent Entities attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the unaffiliated security holders of the Company, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to the unaffiliated security holders of the Company.

Position of the Rollover Filing Parties as to the Fairness of the Merger

Under the SEC rules governing “going private” transactions, the Rollover Filing Parties may be deemed to be affiliates of the Company, and therefore required to express their belief as to the fairness of the proposed Merger to the Company’s “unaffiliated security holders” ​(as defined in Rule 13e-3). The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 has been filed with the SEC. The Rollover Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the Rollover Filing Parties as to the fairness of the Merger is not intended to be and should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the Merger Proposal.

 

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Although Brian P. Cassidy, Daniel G. Kilpatrick and Barry S. Volpert are members of the Company Board, such individuals were not members of the Special Committee and did not participate in deliberations of the Special Committee regarding, nor receive advice from the respective independent legal, financial or other advisors of the Special Committee as to, the fairness of the Merger to the Company’s unaffiliated security holders. For these reasons, the Rollover Filing Parties do not believe that their interests in the Merger influenced the decisions or recommendations of the Special Committee with respect to the Merger Agreement or the Merger.

Based on the knowledge and analyses of the Rollover Filing Parties of available information regarding the Company, and the factors considered by, and the analyses and resulting conclusions of, the Special Committee and the Company Board discussed in the section of this proxy statement captioned “Special Factors — Reasons for the Merger; Recommendations of the Special Committee and the Company Board” (which analyses and resulting conclusions the Rollover Filing Parties adopt), as well as the factors considered by the Parent Entities described under “Special Factors — Position of the Parent Entities as to the Fairness of the Merger,” the Rollover Filing Parties believe that the Merger is substantively and procedurally fair to the unaffiliated security holders (as defined in Rule 13e-3) of the Company. In addition to the factors described under the foregoing sections, the Rollover Filing Parties also believe that the Merger is procedurally and substantively fair to the unaffiliated security holders of the Company based upon, among other things, the following factors, which are not listed in any relative order of importance:

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the fact that all of the members of the Special Committee were and are independent directors and not affiliated with any Rollover Filing Party; in addition, none of the members of the Special Committee has any financial interest in the Merger that is different from that of the unaffiliated security holders other than such members’ right to receive Company Board compensation and Special Committee compensation (which are not contingent upon the completion of the Merger or the Special Committee’s or the Company Board’s recommendation and/or authorization and approval of the Merger) and such members’ rights to indemnification and liability insurance under their respective indemnification agreements entered into with the Company and under the Merger Agreement;

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notwithstanding that the opinion of Centerview was provided solely for the information and assistance of the Special Committee and none of the Rollover Filing Parties are entitled to, nor did they, rely on such opinion, the Rollover Filing Parties considered the fact that the Special Committee received an opinion from its independent financial advisor, Centerview, to the effect that, as of the date of the opinion and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Merger Consideration to be paid to the Unaffiliated Company Stockholders (other than holders of Excepted Shares) pursuant to the Merger Agreement was fair, from a financial point of view, to such Unaffiliated Company Stockholders, as more fully described in the section of this proxy statement entitled “Special Factors — Opinion of Centerview Partners LLC” beginning on page 56; and

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the Rollover Shares are valued with the same valuation per share of Company Common Stock as the Merger Consideration.

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The foregoing discussion of the information and factors considered and given weight by the Rollover Filing Parties in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The Rollover Filing Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the Rollover Filing Parties reached their position as to the fairness of the Merger after considering all of the foregoing as a whole.

Other than as described in this proxy statement, the Rollover Filing Parties are not aware of any firm offers by any unaffiliated person during the past two years for (1) the merger or consolidation of the Company with or into another company, or vice versa; (2) the sale or transfer of all or any substantial part of the assets of the Company; or (3) a purchase of the Company’s securities that would enable the holder to exercise control of the Company.

 

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The Rollover Filing Parties believe the foregoing factors, including the ones described under the sections of this proxy statement captioned “Special Factors — Reasons for the Merger; Recommendations of the Special Committee and the Company Board” and “Special Factors — Position of the Parent Entities as to the Fairness of the Merger,” provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the unaffiliated security holders of the Company. This position, however, is not intended to be and should not be construed as a recommendation to any Company stockholder to approve the Merger Agreement. The Rollover Filing Parties make no recommendation as to how stockholders of the Company should vote their shares relating to the Merger.

Plans for the Company After the Merger

Following completion of the Merger, Merger Sub will have been merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. The shares of Company Common Stock are currently listed on the NYSE and registered under the Exchange Act. Following completion of the Merger, there will be no further market for the shares of Company Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, Company Common Stock will be delisted from the NYSE and deregistered under the Exchange Act.

The Merger Agreement provides that the officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation immediately following the Merger. Following the Merger, each executive officer will serve until a successor is elected or appointed and qualified or until the earlier of his or her death, resignation or removal, as the case may be. At the Effective Time, the certificate of incorporation of the Company as the Surviving Corporation will be amended and restated in its entirety to read as set forth in Exhibit B to the Merger Agreement and such amended and restated certificate of incorporation will become the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the applicable provisions of the DGCL and such certificate of incorporation and consistent with certain obligations set forth in the Merger Agreement. At the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time will become the bylaws of the Surviving Corporation, except that references to Merger Sub’s name will be replaced with references to the Surviving Corporation’s name, until thereafter amended as provided therein, by the Surviving Corporation’s certificate of incorporation, or as provided by applicable law and consistent with certain obligations set forth in the Merger Agreement.

The Purchaser Filing Parties currently anticipate that the Company’s operations will initially be conducted following completion of the Merger substantially as they are currently being conducted (except that the Company will cease to be a public company and will instead be a subsidiary of Parent). The Purchaser Filing Parties believe that, as a private company, the Company will be able to improve its ability to execute quickly and effectively on a series of existing value creation levers, including improving service levels, accelerating innovation and with respect to the acquisition and integration of accretive mergers and acquisitions targets (however, no definitive contracts, arrangements, plans, proposals, commitments or understanding currently exist with respect to such acquisitions). Following completion of the Merger, the Purchaser Filing Parties will continue to assess the Company’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what additional changes, if any, would be desirable to enhance the business and operations of the Company.

Purposes and Reasons of the Parent Entities

The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 has been filed with the SEC. Under the rules governing “going private” transactions in Rule 13e-3, Parent is required to express its reasons for the Merger to the Company’s stockholders. Parent is making this statement solely for the purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. The views expressed by Parent in this section and elsewhere in this proxy statement are not, and should not be construed to be, a recommendation by any of the Parent Entities to any holder of Company Common Stock as to how they should vote on the Merger Proposal.

For Parent, the primary purpose for the Merger is to benefit from any future earnings and growth of the Company after the merger of Merger Sub with and into the Company, making the Company privately held, with 100% of the Company Common Stock indirectly held by Parent. Parent believes that structuring

 

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the transaction in this manner is preferable to other transaction structures because it (a) enables Parent to acquire all of the outstanding shares of Company Common Stock at the same time, (b) represents an opportunity for holders of Company Common Stock (other than holders of the Excluded Shares) to receive the Merger Consideration, and (c) allows the Rollover Filing Parties to maintain their investment in the Company through their commitments to roll over their existing equity interests in the Company indirectly into equity interests of Parent. In the course of considering the going private transaction, Parent did not give significant consideration to any other alternative transaction structures or other alternative means to accomplish the foregoing purposes because Parent believed the Merger was the most direct and effective way to accomplish these objectives.

Parent determined to undertake the Merger at this time because Parent believes that, as a private company, the Company will be able to improve its ability to execute initiatives that over time will create additional enterprise value for the Company. Parent believes that this, along with the Company’s existing business and potential future opportunities, will allow Parent’s investment in the Company to achieve returns consistent with its investment objectives, which are in some cases more difficult for businesses to achieve as a public company due to the investment community’s focus on short-term, often quarterly, financial results. Further, absent the reporting and associated costs and burdens placed on public companies, Parent believes that the Company’s management and employees will be able to execute more effectively on future strategic plans.

Purposes and Reasons of the Rollover Filing Parties

The Merger is a Rule 13e-3 transaction for which a Schedule 13E-3 has been filed with the SEC. Under the rules governing “going private” transactions in Rule 13e-3 under the Exchange Act, the Rollover Filing Parties are required to express their reasons for the Merger to the Company’s stockholders. The Rollover Filing Parties are making this statement solely for the purposes of complying with the requirements of Rule 13e-3.

For the Rollover Filing Parties, the primary purpose of the Merger is to allow Parent to own equity interests in the Company and to bear the rewards and risks of such ownership after the Merger is completed and to cause the Company Common Stock to cease to be publicly traded. The Rollover Filing Parties believe that structuring the transactions as a merger is preferable to other transaction structures because it (a) enables Parent to acquire all of the outstanding shares of Company Common Stock at the same time, (b) represents an opportunity for holders of Company Common Stock (other than holders of the Excluded Shares) to receive the Merger Consideration, and (c) allows the Rollover Stockholders to maintain their investment in the Company through their commitments to roll over their existing equity interests in the Company into equity interests of Parent. In the course of considering the going private transaction, the Rollover Filing Parties did not give significant consideration to any other alternative transaction structures or other alternative means to accomplish the foregoing purposes because the Rollover Filing Parties believed the Merger was the most direct and effective way to accomplish these objectives.

The Rollover Filing Parties believe that the Company requires business decisions focused on long-term growth and changes to the Company’s operations or strategy that would be most effectively implemented in the context of a private company structure. As a privately held entity, the Company’s management will have greater flexibility to focus on improving long-term profitability and cash generation without the pressures exerted by the public market’s valuation of the Company and its emphasis on short-term period-to-period performance. Further, as a privately held entity, the Company will be relieved of many of the expenses, burdens and constraints imposed on companies that are subject to the public reporting requirements under the U.S. federal securities laws, including the Exchange Act and the Sarbanes-Oxley Act of 2002. The Rollover Filing Parties also believe that the management and employees of the Company will be able to execute more effectively on future strategic plans. The Rollover Filing Parties have undertaken to pursue the Merger at this time because the Rollover Filing Parties believe that achieving management’s plans and goals would be better addressed as a privately held entity, for the reasons discussed above, and that a delay in entering into the Merger Agreement and consummating the Merger could accordingly have an adverse effect on the Company’s ability to do so.

 

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Certain Effects of the Merger

If the Company Stockholder Approval is obtained and all other conditions to the Closing are satisfied or waived (to the extent permitted under the Merger Agreement), upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time: (1) Merger Sub will merge with and into the Company, (2) the separate existence of Merger Sub will cease, and (3) the Company will continue as the Surviving Corporation under Delaware law as the surviving corporation in the Merger and as an indirect wholly owned subsidiary of Parent. As a result of the Merger, the Company will cease to be a publicly traded company, Company Common Stock will be delisted from the NYSE and deregistered under the Exchange Act and the Company will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of common stock of the Surviving Corporation.

The Effective Time will occur at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware (or at such later time as may be agreed by the Company and Merger Sub in writing and specified in the Certificate of Merger in accordance with the DGCL).

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time:

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Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and Dissenting Shares) will be converted automatically into and will thereafter represent only the right to receive the Merger Consideration, subject to any required tax withholding, and will be automatically cancelled upon the conversion thereof and will cease to exist. For more information, see the sections of this proxy statement captioned “Special Factors — Certain Effects of the Merger” and “The Merger Agreement — Merger Consideration — Company Common Stock.”

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Each share of Company Common Stock that is directly owned by the Company as treasury stock or otherwise, or by Parent or Merger Sub immediately prior to the Effective Time, including any Rollover Shares, will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor.

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Each share of Company Common Stock that is owned by any direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time will automatically be converted into such number of shares of common stock of the Surviving Corporation such that each such subsidiary will own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such subsidiary owned in the Company immediately prior to the Effective Time.

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The holders of the Rollover Shares will not be entitled to receive the Merger Consideration in respect of the Rollover Shares. Instead, they will, immediately prior to the Effective Time, be transferred or contributed, directly or indirectly, to an affiliate of Parent pursuant to the terms of the Rollover Agreement.

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Each Crestview Restricted Share award that is outstanding and unvested (after taking into account any vesting in connection with the Merger) as of immediately prior to the Effective Time shall become fully vested and be treated as a Rollover Share.

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Each Company Restricted Share Award that is outstanding as of immediately prior to the Effective Time and is not a Crestview Restricted Share award shall be treated as follows:

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If such Company Restricted Share Award is held by a non-employee director of the Company, then it will become fully vested and be converted into the right to receive an amount in cash equal to the Merger Consideration in respect of each share of Company Common Stock subject to such Company Restricted Share Award;

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If such Company Restricted Share Award was granted in calendar year 2023 or calendar year 2024, then the RSA Acceleration Portion of such Company Restricted Share Award will become fully vested and be converted into the right to receive an amount in cash equal to the Merger Consideration in respect of each share of Company Common Stock subject to the RSA Acceleration Portion of the Company Restricted Share Award;

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If such Company Restricted Share Award was granted in calendar year 2025 then, solely in the event that the Effective Time occurs after February 12, 2026, the RSA Acceleration Portion of such Company Restricted Share Award will become fully vested and be converted into the right to receive an amount in cash equal to the Merger Consideration in respect of each share of Company Common Stock subject to the RSA Acceleration Portion of the Company Restricted Share Award; or

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If such Company Restricted Share Award does not become fully vested as described above, such Company Restricted Share Award (or portion thereof) will be converted into the right to receive an amount in cash equal to the Merger Consideration in respect of each share of Company Common Stock subject to such Company Restricted Share Award (or portion thereof), and such amount in cash will remain subject to the same vesting conditions as were applicable to the corresponding Company Restricted Share Award.

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Each Company PSU Award that is outstanding as of immediately prior to the Effective Time shall be treated as follows, with any performance-based vesting conditions applicable to such Company PSU Award deemed achieved based on actual performance measured as of the latest practicable date prior to the Effective Time:

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If such Company PSU Award was granted in calendar year 2023, then the Company PSU Award will become fully vested without proration and be converted into the right to receive an amount in cash equal to the Merger Consideration in respect of each share of Company Common Stock subject to the vested Company PSU Award;

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If such Company PSU Award was granted in calendar year 2024, then the PSU Acceleration Portion of such Company PSU Award will become fully vested and be converted into the right to receive an amount in cash equal to the Merger Consideration in respect of each share of Company Common Stock subject to the vested portion of the Company PSU Award;

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If such Company PSU Award was granted in calendar year 2025 then, solely in the event that the Effective Time occurs after February 12, 2026, the PSU Acceleration Portion of such Company PSU Award will become fully vested and be converted into the right to receive an amount in cash equal to the Merger Consideration in respect of each share of Company Common Stock subject to the vested portion of the Company PSU Award; or

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If such Company PSU Award does not become fully vested as described above, such Company PSU Award (or portion thereof) will be converted into the right to receive an amount in cash equal to the Merger Consideration in respect of each share of Company Common Stock subject to such Company PSU Award (or portion thereof), and such amount in cash will otherwise remain subject to the same vesting conditions as were applicable to the corresponding Company PSU Award except that any performance-based vesting conditions will no longer apply from and after the Effective Time and such awards will vest in the ordinary course on the last day of the applicable performance period of such award.

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Each Company LTI Cash Award that is outstanding as of immediately prior to the Effective Time will be treated in the same manner as the Company Restricted Share Award or Company PSU Award to which it corresponds, as described above.

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Prior to the Effective Time, Parent will deposit, or will cause to be deposited, with the Paying Agent (as defined in the section of this proxy statement captioned “The Merger Agreement — Exchange and Payment Procedures”) an amount of cash equal to the aggregate consideration to which Company stockholders will become entitled under the Merger Agreement. Once a stockholder has provided the Paying Agent with properly surrendered Certificates (as defined in the section of this proxy statement captioned “The Merger Agreement — Exchange and Payment Procedures”) (or effective affidavits of loss in lieu thereof) or Book-Entry Shares (as defined in the section of this proxy statement captioned “The Merger Agreement — Exchange and Payment Procedures”), together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the Paying Agent will pay the stockholder the appropriate portion of the aggregate Merger Consideration in exchange for the shares of Company Common Stock held by that stockholder. For more

 

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information, see the section of this proxy statement captioned “The Merger Agreement — Exchange and Payment Procedures.”

If required by the DGCL (but only to the extent required thereby), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by holders of such shares of Company Common Stock who are entitled to demand appraisal and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such Dissenting Shares held by any such holder and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL will not be converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i) of the Merger Agreement, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such shares of Company Common Stock in accordance with the provisions of such Section 262 of the DGCL. For more information, see the section of this proxy statement captioned “Appraisal Rights.”

Following the Merger and the transactions contemplated by the Rollover Agreement, all of the equity interests in the Surviving Corporation will be owned by Parent.

In connection with the Merger, certain members of the Company Board and management will receive benefits and be subject to obligations that are different from, or in addition to, the benefits and obligations of the Company’s stockholders generally, as described in more detail under “— Interests of the Company’s Directors and Executive Officers in the Merger.”

Benefits of the Merger for the Unaffiliated Security Holders

The primary benefit of the Merger to the “unaffiliated security holders” ​(as defined in Rule 13e-3) will be their right to receive the Merger Consideration for each share of Company Common Stock owned by such stockholders and issued and outstanding immediately prior to the Effective Time as described above. This amount represents a premium of approximately 37.2% to the closing price of Company Common Stock of $3.79 on May 2, 2024, the last trading day unaffected price on the day prior to the initial non-binding offer of $4.80, as well as a premium of approximately 53.8% to the closing price of Company Common Stock on August 11, 2025, the last trading day before the public announcement of the Merger Agreement. Additionally, such stockholders will avoid the risk after the Merger of any possible decrease in the Company’s future earnings, growth or value.

Detriments of the Merger to the Unaffiliated Security Holders

The primary detriment of the Merger to the “unaffiliated security holders” ​(as defined in Rule 13e-3) is the lack of an interest of such stockholders in the potential future earnings, growth, or value realized by the Company after the Merger, including as a result of any sale of the Company or its assets to a third party in the future. Additionally, the receipt of cash in exchange for Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes to U.S. Holders (as defined in the section of this proxy statement captioned “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”) who surrender their Company Common Stock in the Merger.

Certain Effects of the Merger for the Purchaser Filing Parties

If the Merger is completed, all of the shares of Company Common Stock will be beneficially owned, indirectly through Parent, by the Purchaser Filing Parties and their affiliates. The benefits of the Merger to the Purchaser Filing Parties include the fact that, following the completion of the Merger, Parent will indirectly own 100% of the Company Common Stock.

The table below sets forth the beneficial ownership of Company Common Stock and resulting interests in the Company’s net book value and net earnings of the Purchaser Filing Parties prior to and immediately after the consummation of the Merger, based on the Company’s net book value as of June 30, 2025 and net earnings for the six-month period ended June 30, 2025 as if the Merger were completed on such date.

 

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(1)

Based on 85,741,445 shares of Company Common Stock outstanding as of October 3, 2025 (inclusive of Company Restricted Share Awards).

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(2)

Based on total stockholders’ equity of $180.9 million as of June 30, 2025.

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(3)

Based on net loss attributable to the Company of ($31.7) million for the six-month period ended June 30, 2025.

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(4)

Crestview Rolling Stockholders will control certain subsidiaries of Parent through board appointment rights.

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In addition, Parent will benefit from the savings associated with the Company no longer being required to file reports under or otherwise having to comply with provisions of the Exchange Act. Detriments of the Merger to Parent include the lack of liquidity for Company Common Stock following the Merger and the risk that the Company will decrease in value following the Merger.

Certain Effects on the Company if the Merger Is Not Completed

If the Merger Agreement is not adopted as a result of the failure to obtain the Company Stockholder Approval, or if the Merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, (1) the Company will remain an independent public company, (2) Company Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and (3) the Company will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, the Company expects that: (x) the Company’s management will continue to operate the business as it is currently being operated, and (y) the Company’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which the Company operates and adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that cause the Merger not to be completed, the price of Company Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of Company Common Stock would return to the price at which Company Common Stock trades as of the date of this proxy statement. Accordingly, there can be no assurance as to the effect of the Merger not being completed on the future value of your shares of Company Common Stock. If the Merger is not completed, the Company Board will continue to evaluate and review, among other things, the Company’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the Merger Agreement is not adopted as a result of the failure to obtain the Company Stockholder Approval, or if the Merger is not completed for any other reason, the Company business, prospects or results of operation may be adversely impacted.

In addition, in specified circumstances in which the Merger Agreement is terminated, the Company has agreed to pay Parent a termination fee of $15,809,036, as more fully described in “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Company Termination Fee.”

 

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Unaudited Prospective Financial Information

Other than from time to time in connection with the Company’s regular earnings press releases and related investor materials, the Company does not, as a matter of course, make public projections as to the Company’s long-term future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, financial projections prepared by Company management were made available to the Special Committee, the Company Board, the Special Committee’s financial advisors and potential counterparties to a strategic transaction. The financial projections are included in this proxy statement solely to give the Company’s stockholders access to the information that was made available to the Special Committee, the Company Board, Centerview, Crestview, and/or DigitalBridge. These financial projections are not included in this proxy statement in order to influence any Company stockholder as to how to vote at the Special Meeting with respect to the Merger, or whether to seek appraisal rights with respect to their shares of Company Common Stock. By including the financial projections in this proxy statement, none of the Company or Centerview or any other party, or any of the Company’s or Centerview’s representatives, or any representative of any other party, has made or makes any representation to any person regarding the information included in the financial projections or the Company’s ultimate performance as compared to the information contained in the financial projections.

In connection with the Special Committee’s evaluation of the May 2, 2024 Proposal, Company management worked with an independent consultant engaged to assist with the development of a long range plan for the Company, under the oversight of the Special Committee, to prepare unaudited non-public prospective financial information of the Company, on a standalone basis without giving effect to a prospective transaction, for fiscal year 2024 through fiscal year 2030 (the “Initial Projections”). The Initial Projections included certain assumptions around penetrations, average revenue per unit or customer (“ARPU”), operating expenses and capital expenditures, and assumed that the Company would continue on a path toward reducing the net leverage of the Company by operating in a cash constrained fashion, consistent with the Company’s operations at the time. In November 2024, the Initial Projections were updated (the “November Projections”) to take into account events since the preparation of the Initial Projections, and the related assumption that the Company could deploy more capital to continue to increase market expansion projects and upgrade the existing legacy footprint. As a result, the November Projections reflected an increase in the Company’s projected investments in legacy markets, projected increased investments in greenfield fiber markets, and the actual performance of the Company through September 2024 (the latest date for which unaudited quarterly financial statements of the Company were then available). In January 2025, the November Projections were updated to reflect the Company’s actual performance through November 2024 (the “2025 Projections,” and together with the Initial Projections and the November Projections the “Projections”). The 2025 Projections were approved by the Special Committee for use by Centerview in connection with its financial analyses and for the purpose of evaluating the fairness of the Merger Consideration from a financial point of view. The Projections are presented below. The Special Committee used the Projections in connection with their evaluation of a strategic transaction, including the Merger, and to assist in its decision-making process in determining whether to recommend the Merger Agreement and the transactions contemplated thereby (including the Merger) to the Company Board and the stockholders of the Company. Centerview used the Projections in connection with its financial analyses, and, at the direction of the Special Committee, used the Base Case of the 2025 Projections in connection with the delivery of its opinion to the Special Committee described below in “Special Factors — Opinion of the Financial Advisor to the Special Committee,” which is filed as Annex B to this proxy statement and incorporated herein by reference.

Although the information in the Projections is presented with numerical specificity, it reflects numerous estimates and assumptions made by Company management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, in each case as of the date it was prepared, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. The Projections are forward-looking statements that should be read with caution. In addition, since the Projections cover multiple years, such information by its nature becomes less predictive with each successive year. See the section of this proxy statement captioned “Cautionary Statement Regarding Forward-Looking Statements,” as well as the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which is incorporated by reference into this proxy statement.

 

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In addition to the assumptions and estimates discussed above, the Projections include the following assumptions and estimates of Company management:

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Penetrations:   The assumptions with respect to High-Speed Data (“HSD”) penetrations, calculated as a percentage of total homes passed, reflected in the Projections are as follows:

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Initial Projections:   (a) residential legacy market penetrations were projected to decrease from 25.1% in 2024 to 20.7% in 2030; and (b) residential greenfield fiber market penetrations were projected to increase from 20.6% in 2024 to 35.9% in 2030.

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November Projections:   (a) residential legacy market penetrations were projected to decrease from 23.9% in 2024 to 20.5% in 2030; and (b) residential greenfield fiber market penetrations were projected to increase from 18.0% in 2024 to 31.3% in 2030.

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2025 Projections:   (a) residential legacy market penetrations were projected to decrease from 23.9% in 2024 to 20.3% in 2030; and (b) residential greenfield fiber market penetrations were projected to increase from 18.0% in 2024 to 31.3% in 2030.

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ARPU:   The HSD ARPU assumptions reflected in the Projections are as follows:

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