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Published on 7/10/2012 in the Prospect News High Yield Daily.

WOW!/Knology restructures $1.02 billion notes offering into two parts

By Paul A. Harris

Portland, Ore., July 10 - WOW! Internet Cable & Phone has restructured its $1.02 billion notes offering into a dual-tranche deal, according to a syndicate source.

The revised offering is comprised of a $700 million tranche of seven-year senior notes and a $320 million tranche of 7.25-year senior subordinated notes.

The deal had previously been in the market as single $1.02 billion tranche of eight-year senior notes.

Order books close at 5 p.m. ET on Wednesday, and the deal is set to price on Thursday.

Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding Inc., RBC Capital Markets LLC, SunTrust Robinson Humphrey, Inc. and Bank of Tokyo - Mitsubishi-UFJ Ltd. are the joint bookrunners for the Rule 144A and Regulation S with registration rights deal.

The notes in both tranches become callable in three years at par plus 75% of the coupon and feature 101% poison puts.

WOW!, a Denver-based provider of residential and commercial high-speed internet, cable television and telephone services, is selling the bonds through its WideOpenWest Finance LLC entity as part of the funding for its pending acquisition of Knology Inc., a West Point, Ga.-based provider of interactive communications and entertainment services.

Under the agreement, WOW! will buy Knology for $19.75 per share in cash. The total transaction value is around $1.5 billion.

Besides the bond deal, financing for the acquisition includes a $2.12 billion credit facility and a $200 million equity contribution.

Some of the proceeds from the bonds will also be used to refinance debt.


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