Hostetter Joins Insight Buy

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Insight Communications Inc. has set a date for shareholders to vote on the proposed transaction to take the operator private and said a new equity partner is in the deal: former cable mogul Amos Hostetter.

In a securities filing on Dec. 17, Insight said the shareholder meeting will take place on Dec. 16 at 9:30 a.m. at The Michelangelo Hotel in New York.

In March, the company’s co-founders, chairman Sidney Knafel, CEO Michael Willner and private equity firm The Carlyle Group, proposed buying the 86% of Insight stock they didn’t already own for about $718 million in cash, or $11.75 per share. Insight’s board of directors has approved the deal.

The proxy statement filed last week said Knafel, Willner and Carlyle will contribute about $606.3 million to the buyout. Another private equity partner — PH Investments LLC, controlled by Hostetter — will contribute $40 million. Hostetter will receive a seat on the board of directors of the surviving entity.

The statement said that shortly after Insight announced the plan to go private on March 7, Willner received a call from Hostetter asking whether outside investors might be let in on the deal. Willner said he would discuss it with the other buyers. Then in August, Willner brought up the possibility of Hostetter’s inclusion with Knafel and Carlyle.

“Although co-investment by outside parties was not desired by the buyers, the buyers agreed to pursue the possibility of an investment by Amos Hostetter given his extensive experience in the cable industry,” the proxy stated. “For this reason, consideration was also given to Amos Hostetter joining the board of directors of the surviving corporation.” PH Investments will own 5.6% of the surviving entity after the buyout, with Carlyle controlling 78%, the proxy said.

Through Insight, Hostetter buys into a connection with an old adversary, Comcast Corp., which owns 50% of Insight Midwest, the entity that contains most of Insight’s 1.3 million cable customers.

Hostetter twice tried to block Comcast’s acquisition of companies he was affiliated with — successfully in 1999, when MediaOne sold to AT&T for a higher price than Comcast bid, and unsuccessfully in 2001, when Comcast made an unsolicited offer to buy AT&T Broadband. Comcast has the right to force a dissolution of the Insight Midwest partnership after Jan. 1, 2006, and has given an indication that it would do so. The proxy statement said that if Comcast exercises that dissolution right, Insight has agreed to postpone a breakup for six months as permitted under its partnership agreement.

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