New York, April 18, 2012 -- Moody's Investors Service expects the corporate family rating (CFR)
of WideOpenWest Finance, LLC (WOW) to remain B2 should it execute
on its proposed acquisition of Knology, Inc. (Knology,
B1 CFR).
RATINGS RATIONALE
We believe the transaction will incorporate both incremental debt and
an equity contribution from Avista Capital Partners, which currently
owns WOW. Based on WOW's historic tolerance for raising leverage
related to acquisitions and dividends as well as Knology's currently
stronger credit profile, we anticipate leverage of the combined
entity will be in the high 6 times debt-to-EBITDA range,
in line with WOW's existing leverage. Knology's leverage
for the full year ended 2011 was approximately 4.2 times debt-to-EBITDA,
and WOW's was approximately 6.6 times.
We believe the transaction will involve a refinancing of the majority
of the companies' existing capital structures and all rated debt.
Given change of control provisions within Knology's all bank capital
structure, we consider repayment of Knology's existing rated
debt likely. Given the relatively near term maturities of WOW's
existing rated debt (June 2013 for the first lien revolver, June
2014 for the first lien term loan, and June 2015 for the second
lien term loan), we expect the company will address its debt capital
structure as part of this transaction. Should the transaction proceed
as expected, Moody's would likely withdraw all existing Knology
ratings.
The transaction would create execution risk, and costs related to
achieving synergies and integration would likely consume cash, making
a good liquidity profile pro forma for the deal essential to maintaining
WOW's B2 corporate family rating. However, benefits
of the proposed transaction include advantages of greater scale,
which would likely yield cost savings on purchases of programming and
equipment. Furthermore, we believe the combination would
advance WOW's still nascent commercial business (estimated at less
than 5% of total revenue), given Knology's experience
in this segment (commercial represents slightly over 20% of Knology's
total revenue).
The principal methodology used in rating WideOpenWest Finance LLC was
the Global Cable Television Industry Methodology published in July 2009.
Other methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009. Please see the Credit Policy page
on www.moodys.com for a copy of these methodologies.
Headquartered in Englewood, Colorado, WideOpenWest Finance,
LLC (WOW) is a competitive broadband provider offering cable TV (approximately
436,000 subscribers), high speed Internet services (413,000)
and telephony (253,000) to residential and commercial customers
in Illinois, Michigan, Ohio and Indiana. Its revenue
for 2011 was approximately $615 million. Avista Capital
Partners owns the company.
Knology, Inc. (Knology) provides video, voice,
data, and communications services to residential and business customers
in the southeastern and midwestern United States. As of December
31, 2011, it served approximately 257,000 video,
262,000 high speed data, and 277,000 telephone subscribers.
As an "overbuilder," the company historically built or acquired
networks in regions overlapping that of larger incumbent cable operators,
such as Mediacom (B1) and Comcast (Baa1). Knology attempts to differentiate
itself with high quality product offerings and efficient but localized
customer service. Knology generated revenue of approximately $520
million for the year ended December 31, 2011.
REGULATORY DISCLOSURES
The Global Scale Credit Ratings on this press release that are issued
by one of Moody's affiliates outside the EU are endorsed by Moody's
Investors Service Ltd., One Canada Square, Canary Wharf,
London E 14 5FA, UK, in accordance with Art.4 paragraph
3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies.
Further information on the EU endorsement status and on the Moody's
office that has issued a particular Credit Rating is available on www.moodys.com.
For ratings issued on a program, series or category/class of debt,
this announcement provides relevant regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides relevant regulatory disclosures in relation
to the rating action on the support provider and in relation to each particular
rating action for securities that derive their credit ratings from the
support provider's credit rating. For provisional ratings,
this announcement provides relevant regulatory disclosures in relation
to the provisional rating assigned, and in relation to a definitive
rating that may be assigned subsequent to the final issuance of the debt,
in each case where the transaction structure and terms have not changed
prior to the assignment of the definitive rating in a manner that would
have affected the rating. For further information please see the
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entity, obligation or credit satisfactory for the purposes of issuing
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Karen Berckmann
Asst Vice President - Analyst
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
John Diaz
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Moody's expects WOW'S CFR to remain B2 following Knology acquisition