PUBLIC NOTICE
FEDERAL COMMUNICATIONS COMMISSION
445 12th STREET S.W.
WASHINGTON  D.C.  20554
News media information 202-418-0500
Internet: http://www.fcc.gov (or ftp.fcc.gov)
TTY (202) 418-2555
Friday  May 25, 2012TEL-01561S   Report No.
Section 214 Applications (47 C.F.R. § 63.18); Section 310(B)(4) Requests
Streamlined International Applications Accepted For Filing
Unless otherwise specified, the following procedures apply to the applications listed below:
The international Section 214 applications listed below have been found, upon initial review, to be acceptable for filing
and subject to the streamlined processing procedures set forth in Section 63.12 of the Commission's rules, 47 C.F.R. §
63.12.  These applications are for authority under Section 214 of the Communications Act, 47 U.S.C. § 214, (a) to
transfer control of an authorized carrier or to assign a carrier's existing authorization; and/or (b) to become a
facilities-based international common carrier; and/or (c) to become a resale-based international common carrier.
Pursuant to Section 63.12 of the rules, these Section 214 applications will be granted 14 days after the date of this public
notice (see 47 C.F.R. § 1.4 regarding computation of time), and the applicant may commence operations on the 15th
day, unless the Commission has informed the applicant in writing, within 14 days after the date of this public notice,
that the application, on further examination, has been deemed ineligible for streamlined processing.
Communications between outside parties and Commission staff concerning these applications are permitted subject to
the Commission's rules for "permit-but-disclose proceedings."  See 47 C.F.R. § 1.1206.  An application can be removed
from streamlined processing only in the sound discretion of Commission staff.  The filing of comments or a petition to
deny will not necessarily result in an application being deemed ineligible for streamlined processing.
The petitions for declaratory ruling listed below are for authority under Section 310(b)(4) of the Communications Act,
47 U.S.C. § 310(b)(4), to exceed the 25 percent foreign ownership benchmark applicable to common carrier radio
licensees.  The requested rulings will be granted 14 days after the date of this public notice, effective the next day,
unless the application is formally opposed or the Commission has informed the applicant in writing, within 14 days of
the date of this public notice, that the application, on further examination, has been deemed ineligible for streamlined
processing.  For this purpose, a formal opposition shall be sufficient only if it is received by the Commission and by the
applicant within 14 days of the date of this public notice and its caption and text make it unmistakably clear that it is
intended to be a formal opposition.
Copies of all applications listed here are available for public inspection in the FCC Office of Public Affairs Reference
and Information Center, located in room CY-A257 at the Portals 2 building, 445 12th Street SW, Washington DC
20554.  The center can be contacted at (202) 418-0270.  People with Disabilities: To request materials in accessible
formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to
fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty).
All applications listed are subject to further consideration and review, and may be returned and/or dismissed if not
found to be in accordance with the Commission's rules, regulations, and other requirements.
We request that comments on any of these applications refer to the application file number shown below.
Page 1 of 7
ITC-214-20120504-00119 E
Global or Limited Global Resale ServiceService(s):
Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(2).
International Telecommunications Certificate
Global Reach Communications, Inc.
ITC-214-20120510-00131 E
Global or Limited Global Facilities-Based Service, Global or Limited Global Resale ServiceService(s):
Application for authority to provide facilities-based service in accordance with section 63.18(e)(1) of the Commission’s rules, and also to provide
resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(1), (2).
International Telecommunications Certificate
Seneca Telecommunications LLC
ITC-214-20120511-00130 E
Global or Limited Global Resale ServiceService(s):
Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(2).
International Telecommunications Certificate
FutrexOnline, Inc.
ITC-214-20120514-00126 E
Global or Limited Global Resale ServiceService(s):
Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(2).
International Telecommunications Certificate
LIGA Telecom, Inc.
ITC-214-20120514-00127 E
Global or Limited Global Resale ServiceService(s):
Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(2).
International Telecommunications Certificate
89Degree Networks LLC
ITC-214-20120514-00128 E
Global or Limited Global Resale ServiceService(s):
Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(2).
International Telecommunications Certificate
Correct Solutions, LLC
ITC-214-20120516-00132 E
Global or Limited Global Facilities-Based Service, Global or Limited Global Resale ServiceService(s):
Application for authority to provide facilities-based service in accordance with section 63.18(e)(1) of the Commission’s rules, and also to provide
resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(1), (2).
International Telecommunications Certificate
Contigo Wireless LLC
ITC-214-20120521-00133 E
Global or Limited Global Facilities-Based Service, Global or Limited Global Resale ServiceService(s):
Application for authority to provide facilities-based service in accordance with section 63.18(e)(1) of the Commission’s rules, and also to provide
resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(1), (2).
International Telecommunications Certificate
Progressive Telecom LLC
ITC-214-20120522-00135 E
Global or Limited Global Facilities-Based Service, Global or Limited Global Resale ServiceService(s):
Application for authority to provide facilities-based service in accordance with section 63.18(e)(1) of the Commission’s rules, and also to provide
resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(1), (2).
International Telecommunications Certificate
Alaska Telecom Inc.
Page 2 of 7
ITC-T/C-20120430-00114 E
TO:
Application filed for consent to the transfer of control of international section 214 authorization, ITC-214-20000203-00075, held by Knology,
Inc. (Knology), a widely-held publicly traded Delaware corporation, to WideOpen West Finance, LLC (WOW!), a Delaware private limited
liability company that is indirectly wholly owned by Racecar Acquisition, LLC (Racecar Acquisition), a Delaware limited liability company.
Pursuant to the terms of an Agreement and Plan of Merger, the parties contemplate that Kingston Merger, Sub, an indirect subsidiary of WOW!,
will merge with and into Knology, with Knology emerging as the surviving entity.  Upon closing, Knology will become a direct wholly-owned
subsidiary of WOW!.
Racecar Acquisition is a wholly-owned subsidiary of Racecar Holdings, LLC (Racecar Holdings), a Delaware limited liability company.  While
the precise ownership interests in Racecar Holdings will not be known until shortly before closing of the proposed transaction, the Applicants
anticipate that the following entities will hold 10% or greater ownership interests in the following approximate amounts: Avista Capital Partners,
L.P. (Avista), a Delaware limited partnership (20% direct equity interest and less than a 50% voting interest); Avista Capital Partners (Offshore),
LP, (Avista Offshore), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest); Avista Capital Partners
(Offshore) III, L.P. (Avista Offshore III), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest);
Avista Capital Partners III, L.P. (Avista III), a Delaware limited partnership (20% direct equity interest and less than 50% voting interest); and
Northwestern Mutual Life Insurance Company (Northwestern), a Wisconsin entity (20% direct non-voting equity interest).  Avista Capital
Partners GP, LLC (Avista GP), a Delaware limited liability company, is the general partner of Avista and Avista Offshore.  Avista Capital
Partners III, GP, L.P. (Avista III GP), a Delaware limited partnership, is the general partner of Avista III and Avista Offshore III.  No limited
partner of Avista, Avista Offshore, Avista III, Avista Offshore III, or Avista III GP will hold an interest of five percent or greater in Knology.
Avista Capital Managing Member, LLC (Avista Member), a Delaware limited liability company, is the managing member of Avista GP and the
general partner of Avista III GP.  Upon closing, Avista Member will, through Avista, Avista Offshore, Avista III and Avista Offshore III, control
Racecar Holdings.  The voting members of Avista Member are: Thompson Dean, Steven Webster, David Burgstahler, David Durkin, and OhSang
Kwon, all U.S. citizens.  Messrs. Dean and Webster each holds veto power.  No individual or entity holds 10% or greater ownership interest in
Northwestern.  No other individual or entity will hold 10% or greater direct or indirect equity or voting interests in WOW!.
Knology, Inc.FROM:
Current Licensee:
WideOpenWest Finance, LLC
Knology, Inc.
Transfer of Control
Knology, Inc.
ITC-T/C-20120501-00104 E
TO:
Application filed for consent to the transfer of control of international section 214 authorization, ITC-214-19971022-00651 (Old File No.
ITC-214-664), held by Knology of Montgomery, Inc. (Knology-Montgomery), a wholly-owned subsidiary of Knology, Inc. (Knology), a
widely-held publicly traded Delaware corporation, to WideOpen West Finance, LLC (WOW!), a Delaware private limited liability company that
is indirectly wholly owned by Racecar Acquisition, LLC (Racecar Acquisition), a Delaware limited liability company.  Pursuant to the terms of an
Agreement and Plan of Merger, the parties contemplate that Kingston Merger, Sub, an indirect subsidiary of WOW!, will merge with and into
Knology, with Knology emerging as the surviving entity.  Upon closing, Knology and its subsidiaries, including Knology-Montgomery, will
become direct and indirect wholly owned subsidiaries of WOW!.
Racecar Acquisition is a wholly-owned subsidiary of Racecar Holdings, LLC (Racecar Holdings), a Delaware limited liability company.  While
the precise ownership interests in Racecar Holdings will not be known until shortly before closing of the proposed transaction, the Applicants
anticipate that the following entities will hold 10% or greater ownership interests in the following approximate amounts: Avista Capital Partners,
L.P. (Avista), a Delaware limited partnership (20% direct equity interest and less than a 50% voting interest); Avista Capital Partners (Offshore),
LP, (Avista Offshore), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest); Avista Capital Partners
(Offshore) III, L.P. (Avista Offshore III), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest);
Avista Capital Partners III, L.P. (Avista III), a Delaware limited partnership (20% direct equity interest and less than 50% voting interest); and
Northwestern Mutual Life Insurance Company (Northwestern), a Wisconsin entity (20% direct non-voting equity interest).  Avista Capital
Partners GP, LLC (Avista GP), a Delaware limited liability company, is the general partner of Avista and Avista Offshore.  Avista Capital
Partners III, GP, L.P. (Avista III GP), a Delaware limited partnership, is the general partner of Avista III and Avista Offshore III.  No limited
partner of Avista, Avista Offshore, Avista III, Avista Offshore III, or Avista III GP will hold an interest of five percent or greater in Knology.
Avista Capital Managing Member, LLC (Avista Member), a Delaware limited liability company, is the managing member of Avista GP and the
general partner of Avista III GP.  Upon closing, Avista Member will, through Avista, Avista Offshore, Avista III and Avista Offshore III, control
Racecar Holdings.  The voting members of Avista Member are: Thompson Dean, Steven Webster, David Burgstahler, David Durkin, and OhSang
Kwon, all U.S. citizens.  Messrs. Dean and Webster each holds veto power.  No individual or entity holds 10% or greater ownership interest in
Northwestern.  No other individual or entity will hold 10% or greater direct or indirect equity or voting interests in WOW!.
Knology, Inc.FROM:
Current Licensee:
WideOpenWest Finance, LLC
Knology of Montgomery, Inc.
Transfer of Control
Knology of Montgomery, Inc.
Page 3 of 7
ITC-T/C-20120501-00113 E
TO:
Application filed for consent to the transfer of control of international section 214 authorization, ITC-214-19990625-00428, held by Black Hills
Fiber Systems, Inc. (Knology-Black Hills), a wholly-owned subsidiary of Knology, Inc. (Knology), a widely-held publicly traded Delaware
corporation, to WideOpen West Finance, LLC (WOW!), a Delaware private limited liability company that is indirectly wholly owned by Racecar
Acquisition, LLC (Racecar Acquisition), a Delaware limited liability company.  Pursuant to the terms of an Agreement and Plan of Merger, the
parties contemplate that Kingston Merger, Sub, an indirect subsidiary of WOW!, will merge with and into Knology, with Knology emerging as
the surviving entity.  Upon closing, Knology and its subsidiaries, including Knology-Black Hills, will become direct and indirect wholly-owned
subsidiaries of WOW!.
Racecar Acquisition is a wholly-owned subsidiary of Racecar Holdings, LLC (Racecar Holdings), a Delaware limited liability company.  While
the precise ownership interests in Racecar Holdings will not be known until shortly before closing of the proposed transaction, the Applicants
anticipate that the following entities will hold 10% or greater ownership interests in the following approximate amounts: Avista Capital Partners,
L.P. (Avista), a Delaware limited partnership (20% direct equity interest and less than a 50% voting interest); Avista Capital Partners (Offshore),
LP, (Avista Offshore), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest); Avista Capital Partners
(Offshore) III, L.P. (Avista Offshore III), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest);
Avista Capital Partners III, L.P. (Avista III), a Delaware limited partnership (20% direct equity interest and less than 50% voting interest); and
Northwestern Mutual Life Insurance Company (Northwestern), a Wisconsin entity (20% direct non-voting equity interest).  Avista Capital
Partners GP, LLC (Avista GP), a Delaware limited liability company, is the general partner of Avista and Avista Offshore.  Avista Capital
Partners III, GP, L.P. (Avista III GP), a Delaware limited partnership, is the general partner of Avista III and Avista Offshore III.  No limited
partner of Avista, Avista Offshore, Avista III, Avista Offshore III, or Avista III GP will hold an interest of five percent or greater in Knology.
Avista Capital Managing Member, LLC (Avista Member), a Delaware limited liability company, is the managing member of Avista GP and the
general partner of Avista III GP.  Upon closing, Avista Member will, through Avista, Avista Offshore, Avista III and Avista Offshore III, control
Racecar Holdings.  The voting members of Avista Member are: Thompson Dean, Steven Webster, David Burgstahler, David Durkin, and OhSang
Kwon, all U.S. citizens.  Messrs. Dean and Webster each holds veto power.  No individual or entity holds 10% or greater ownership interest in
Northwestern.  No other individual or entity will hold 10% or greater direct or indirect equity or voting interests in WOW!.
Knology, Inc.FROM:
Current Licensee:
WideOpenWest Finance, LLC
Black Hills Fiber Systems, Inc.
Transfer of Control
Black Hills Fiber Systems, Inc.
ITC-T/C-20120501-00115 E
TO:
Application filed for consent to the transfer of control of international section 214 authorization, ITC-214-19980527-00350, held by Knology of
Florida, LLC (Knology-Florida), a wholly-owned subsidiary of Knology, Inc. (Knology), a widely-held publicly traded Delaware corporation, to
WideOpen West Finance, LLC (WOW!), a Delaware private limited liability company that is indirectly wholly owned by Racecar Acquisition,
LLC (Racecar Acquisition), a Delaware limited liability company.  Pursuant to the terms of an Agreement and Plan of Merger, the parties
contemplate that Kingston Merger, Sub, an indirect subsidiary of WOW!, will merge with and into Knology, with Knology emerging as the
surviving entity.  Upon closing, Knology and its subsidiaries, including Knology-Florida, will become direct and indirect wholly-owned
subsidiaries of WOW!.
Racecar Acquisition is a wholly-owned subsidiary of Racecar Holdings, LLC (Racecar Holdings), a Delaware limited liability company.  While
the precise ownership interests in Racecar Holdings will not be known until shortly before closing of the proposed transaction, the Applicants
anticipate that the following entities will hold 10% or greater ownership interests in the following approximate amounts: Avista Capital Partners,
L.P. (Avista), a Delaware limited partnership (20% direct equity interest and less than a 50% voting interest); Avista Capital Partners (Offshore),
LP, (Avista Offshore), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest); Avista Capital Partners
(Offshore) III, L.P. (Avista Offshore III), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest);
Avista Capital Partners III, L.P. (Avista III), a Delaware limited partnership (20% direct equity interest and less than 50% voting interest); and
Northwestern Mutual Life Insurance Company (Northwestern), a Wisconsin entity (20% direct non-voting equity interest).  Avista Capital
Partners GP, LLC (Avista GP), a Delaware limited liability company, is the general partner of Avista and Avista Offshore.  Avista Capital
Partners III, GP, L.P. (Avista III GP), a Delaware limited partnership, is the general partner of Avista III and Avista Offshore III.  No limited
partner of Avista, Avista Offshore, Avista III, Avista Offshore III, or Avista III GP will hold an interest of five percent or greater in Knology.
Avista Capital Managing Member, LLC (Avista Member), a Delaware limited liability company, is the managing member of Avista GP and the
general partner of Avista III GP.  Upon closing, Avista Member will, through Avista, Avista Offshore, Avista III and Avista Offshore III, control
Racecar Holdings.  The voting members of Avista Member are: Thompson Dean, Steven Webster, David Burgstahler, David Durkin, and OhSang
Kwon, all U.S. citizens.  Messrs. Dean and Webster each holds veto power.  No individual or entity holds 10% or greater ownership interest in
Northwestern.  No other individual or entity will hold 10% or greater direct or indirect equity or voting interests in WOW!.
Knology, Inc.FROM:
Current Licensee:
WideOpenWest Finance, LLC
Knology of Florida, LLC
Transfer of Control
Knology of Florida, LLC
Page 4 of 7
ITC-T/C-20120501-00116 E
TO:
Application filed for consent to the transfer of control of international section 214 authorization, ITC-214-19971113-00701, held by Knology of
Columbus, Inc. (Knology-Columbus), a wholly-owned subsidiary of Knology, Inc. (Knology), a widely-held publicly traded Delaware
corporation, to WideOpen West Finance, LLC (WOW!), a Delaware private limited liability company that is indirectly wholly owned by Racecar
Acquisition, LLC (Racecar Acquisition), a Delaware limited liability company.  Pursuant to the terms of an Agreement and Plan of Merger, the
parties contemplate that Kingston Merger, Sub, an indirect subsidiary of WOW!, will merge with and into Knology, with Knology emerging as
the surviving entity.  Upon closing, Knology and its subsidiaries, including Knology-Columbus, will become direct and indirect wholly-owned
subsidiaries of WOW!.
Racecar Acquisition is a wholly-owned subsidiary of Racecar Holdings, LLC (Racecar Holdings), a Delaware limited liability company.  While
the precise ownership interests in Racecar Holdings will not be known until shortly before closing of the proposed transaction, the Applicants
anticipate that the following entities will hold 10% or greater ownership interests in the following approximate amounts: Avista Capital Partners,
L.P. (Avista), a Delaware limited partnership (20% direct equity interest and less than a 50% voting interest); Avista Capital Partners (Offshore),
LP, (Avista Offshore), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest); Avista Capital Partners
(Offshore) III, L.P. (Avista Offshore III), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest);
Avista Capital Partners III, L.P. (Avista III), a Delaware limited partnership (20% direct equity interest and less than 50% voting interest); and
Northwestern Mutual Life Insurance Company (Northwestern), a Wisconsin entity (20% direct non-voting equity interest).  Avista Capital
Partners GP, LLC (Avista GP), a Delaware limited liability company, is the general partner of Avista and Avista Offshore.  Avista Capital
Partners III, GP, L.P. (Avista III GP), a Delaware limited partnership, is the general partner of Avista III and Avista Offshore III.  No limited
partner of Avista, Avista Offshore, Avista III, Avista Offshore III, or Avista III GP will hold an interest of five percent or greater in Knology.
Avista Capital Managing Member, LLC (Avista Member), a Delaware limited liability company, is the managing member of Avista GP and the
general partner of Avista III GP.  Upon closing, Avista Member will, through Avista, Avista Offshore, Avista III and Avista Offshore III, control
Racecar Holdings.  The voting members of Avista Member are: Thompson Dean, Steven Webster, David Burgstahler, David Durkin, and OhSang
Kwon, all U.S. citizens.  Messrs. Dean and Webster each holds veto power.  No individual or entity holds 10% or greater ownership interest in
Northwestern.  No other individual or entity will hold 10% or greater direct or indirect equity or voting interests in WOW!.
Knology, Inc.FROM:
Current Licensee:
WideOpenWest Finance, LLC
Knology of Columbus, Inc.
Transfer of Control
Knology of Columbus, Inc.
ITC-T/C-20120501-00117 E
TO:
Application filed for consent to the transfer of control of international section 214 authorization, ITC-214-19971113-00676, held by Globe
Telecommunications, Inc. (Globe Telecommunications), a wholly-owned subsidiary of Knology, Inc. (Knology), a widely-held publicly traded
Delaware corporation, to WideOpen West Finance, LLC (WOW!), a Delaware private limited liability company that is indirectly wholly owned
by Racecar Acquisition, LLC (Racecar Acquisition), a Delaware limited liability company.  Pursuant to the terms of an Agreement and Plan of
Merger, the parties contemplate that Kingston Merger, Sub, an indirect subsidiary of WOW!, will merge with and into Knology, with Knology
emerging as the surviving entity.  Upon closing, Knology and its subsidiaries, including Globe Telecommunications, will become direct and
indirect wholly-owned subsidiaries of WOW!.
Racecar Acquisition is a wholly-owned subsidiary of Racecar Holdings, LLC (Racecar Holdings), a Delaware limited liability company.  While
the precise ownership interests in Racecar Holdings will not be known until shortly before closing of the proposed transaction, the Applicants
anticipate that the following entities will hold 10% or greater ownership interests in the following approximate amounts: Avista Capital Partners,
L.P. (Avista), a Delaware limited partnership (20% direct equity interest and less than a 50% voting interest); Avista Capital Partners (Offshore),
LP, (Avista Offshore), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest); Avista Capital Partners
(Offshore) III, L.P. (Avista Offshore III), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest);
Avista Capital Partners III, L.P. (Avista III), a Delaware limited partnership (20% direct equity interest and less than 50% voting interest); and
Northwestern Mutual Life Insurance Company (Northwestern), a Wisconsin entity (20% direct non-voting equity interest).  Avista Capital
Partners GP, LLC (Avista GP), a Delaware limited liability company, is the general partner of Avista and Avista Offshore.  Avista Capital
Partners III, GP, L.P. (Avista III GP), a Delaware limited partnership, is the general partner of Avista III and Avista Offshore III.  No limited
partner of Avista, Avista Offshore, Avista III, Avista Offshore III, or Avista III GP will hold an interest of five percent or greater in Knology.
Avista Capital Managing Member, LLC (Avista Member), a Delaware limited liability company, is the managing member of Avista GP and the
general partner of Avista III GP.  Upon closing, Avista Member will, through Avista, Avista Offshore, Avista III and Avista Offshore III, control
Racecar Holdings.  The voting members of Avista Member are: Thompson Dean, Steven Webster, David Burgstahler, David Durkin, and OhSang
Kwon, all U.S. citizens.  Messrs. Dean and Webster each holds veto power.  No individual or entity holds 10% or greater ownership interest in
Northwestern.  No other individual or entity will hold 10% or greater direct or indirect equity or voting interests in WOW!.
Knology, Inc.FROM:
Current Licensee:
WideOpenWest Finance, LLC
Globe Telecommunications, Inc.
Transfer of Control
Globe Telecommunications, Inc.
Page 5 of 7
ITC-T/C-20120501-00118 E
TO:
Application filed for consent to the transfer of control of international section 214 authorization, ITC-214-20020619-00300, held by Knology of
South Dakota, Inc. (Knology-South Dakota), a wholly-owned subsidiary of Knology, Inc. (Knology), a widely-held publicly traded Delaware
corporation, to WideOpen West Finance, LLC (WOW!), a Delaware private limited liability company that is indirectly wholly owned by Racecar
Acquisition, LLC (Racecar Acquisition), a Delaware limited liability company.  Pursuant to the terms of an Agreement and Plan of Merger, the
parties contemplate that Kingston Merger, Sub, Inc., an indirect subsidiary of WOW!, will merge with and into Knology, with Knology emerging
as the surviving entity.  Upon closing, Knology and its subsidiaries, including Knology-South Dakota, will become direct and indirect
wholly-owned subsidiaries of WOW!.
Racecar Acquisition is a wholly-owned subsidiary of Racecar Holdings, LLC (Racecar Holdings), a Delaware limited liability company.  While
the precise ownership interests in Racecar Holdings will not be known until shortly before closing of the proposed transaction, the Applicants
anticipate that the following entities will hold 10% or greater ownership interests in the following approximate amounts: Avista Capital Partners,
L.P. (Avista), a Delaware limited partnership (20% direct equity interest and less than a 50% voting interest); Avista Capital Partners (Offshore),
LP, (Avista Offshore), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest); Avista Capital Partners
(Offshore) III, L.P. (Avista Offshore III), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest);
Avista Capital Partners III, L.P. (Avista III), a Delaware limited partnership (20% direct equity interest and less than 50% voting interest); and
Northwestern Mutual Life Insurance Company (Northwestern), a Wisconsin entity (20% direct non-voting equity interest).  Avista Capital
Partners GP, LLC (Avista GP), a Delaware limited liability company, is the general partner of Avista and Avista Offshore.  Avista Capital
Partners III, GP, L.P. (Avista III GP), a Delaware limited partnership, is the general partner of Avista III and Avista Offshore III.  No limited
partner of Avista, Avista Offshore, Avista III, Avista Offshore III, or Avista III GP will hold an interest of five percent or greater in Knology.
Avista Capital Managing Member, LLC (Avista Member), a Delaware limited liability company, is the managing member of Avista GP and the
general partner of Avista III GP.  Upon closing, Avista Member will, through Avista, Avista Offshore, Avista III and Avista Offshore III, control
Racecar Holdings.  The voting members of Avista Member are: Thompson Dean, Steven Webster, David Burgstahler, David Durkin, and OhSang
Kwon, all U.S. citizens.  Messrs. Dean and Webster each holds veto power.  No individual or entity holds 10% or greater ownership interest in
Northwestern.  No other individual or entity will hold 10% or greater direct or indirect equity or voting interests in WOW!.
Knology, Inc.FROM:
Current Licensee:
WideOpenWest Finance, LLC
Knology of South Dakota, Inc.
Transfer of Control
Knology of South Dakota, Inc.
ITC-T/C-20120502-00123 E
TO:
Application filed for consent to the transfer of control of international section 214 authorization, ITC-214-20000214-00080, held by Knology of
Kentucky, Inc. (Knology-Kentucky), a wholly-owned subsidiary of Knology, Inc. (Knology), a widely-held publicly traded Delaware corporation,
to WideOpen West Finance, LLC (WOW!), a Delaware private limited liability company that is indirectly wholly owned by Racecar Acquisition,
LLC (Racecar Acquisition), a Delaware limited liability company.  Pursuant to the terms of an Agreement and Plan of Merger, the parties
contemplate that Kingston Merger, Sub, an indirect subsidiary of WOW!, will merge with and into Knology, with Knology emerging as the
surviving entity.  Upon closing, Knology and its subsidiaries, including Knology-Kentucky, will become direct and indirect wholly-owned
subsidiaries of WOW!.
Racecar Acquisition is a wholly-owned subsidiary of Racecar Holdings, LLC (Racecar Holdings), a Delaware limited liability company.  While
the precise ownership interests in Racecar Holdings will not be known until shortly before closing of the proposed transaction, the Applicants
anticipate that the following entities will hold 10% or greater ownership interests in the following approximate amounts: Avista Capital Partners,
L.P. (Avista), a Delaware limited partnership (20% direct equity interest and less than a 50% voting interest); Avista Capital Partners (Offshore),
LP, (Avista Offshore), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest); Avista Capital Partners
(Offshore) III, L.P. (Avista Offshore III), a Bermuda exempt limited partnership (5% direct equity interest and less than 10% voting interest);
Avista Capital Partners III, L.P. (Avista III), a Delaware limited partnership (20% direct equity interest and less than 50% voting interest); and
Northwestern Mutual Life Insurance Company (Northwestern), a Wisconsin entity (20% direct non-voting equity interest).  Avista Capital
Partners GP, LLC (Avista GP), a Delaware limited liability company, is the general partner of Avista and Avista Offshore.  Avista Capital
Partners III, GP, L.P. (Avista III GP), a Delaware limited partnership, is the general partner of Avista III and Avista Offshore III.  No limited
partner of Avista, Avista Offshore, Avista III, Avista Offshore III, or Avista III GP will hold an interest of five percent or greater in Knology.
Avista Capital Managing Member, LLC (Avista Member), a Delaware limited liability company, is the managing member of Avista GP and the
general partner of Avista III GP.  Upon closing, Avista Member will, through Avista, Avista Offshore, Avista III and Avista Offshore III, control
Racecar Holdings.  The voting members of Avista Member are: Thompson Dean, Steven Webster, David Burgstahler, David Durkin, and OhSang
Kwon, all U.S. citizens.  Messrs. Dean and Webster each holds veto power.  No individual or entity holds 10% or greater ownership interest in
Northwestern.  No other individual or entity will hold 10% or greater direct or indirect equity or voting interests in WOW!.
Knology, Inc.FROM:
Current Licensee:
WideOpenWest Finance, LLC
Knology of Kentucky, Inc.
Transfer of Control
Knology of Kentucky, Inc.
CORRECTIONS
ITC-214-20120427-00112 IP Network America LLC
Application for authority to provide resold international interexchange service to Mexico in accordance with section 63.18(e)(3) of the
Commission's rules, 47 C.F.R. § 63.18(e)(3).
INFORMATIVE
ITC-214-20120419-00106 Cohere Communications, LLC
Page 6 of 7
REMINDERS:
Applicants must certify that neither the applicant nor any party to the application is subject to a denial of federal benefits
by federal and/or state courts under authority granted in 21 U.S.C. § 862.  See 47 C.F.R. §§ 1.2001-.2003.
A current version of Section 63.09-.24 of the rules, and other related sections, is available at
http://www.fcc.gov/ib/pd/pf/telecomrules.html.
INFORMATIVE
This application has been removed from Streamlined processing pursuant to Section 63.12(c)(3) of the Commission's rules.
ITC-214-20120427-00112 IP Network America LLC
This application has been removed from Streamlined processing pursuant to Section 63.12(c)(3) of the Commission's rules.
Page 7 of 7