Northwest Telecommunications Association Spring Conference

2017 M&A Landscape & Sector Strategic Outlook Presentation

April 13, 2017

Private & Strictly Confidential

Member FINRA | SIPC Table of Contents

Tab 1. Executive Summary

Tab 2. Sector Overview

Tab 3. M&A Backdrop

Tab 4. Capital Markets Backdrop

Appendix. Bank Street Overview

2 Tab 1. Executive Summary

3 Bank Street Bandwidth Infrastructure Practice Bank Street offers Bandwidth Infrastructure providers a truly differentiated proposition based on our longstanding practice in the Bandwidth Infrastructure sector, the multi-disciplined experience of our team, and the results that we have yielded for our clients. These capabilities are brought to bear in a focused manner to deliver successful transaction execution. . Bank Street’s team possesses deep domain expertise with more than $100 billion of transaction activities in the Bandwidth Infrastructure sector spanning two decades from the inception of the sector through the current generation of companies. . Bank Street is a market leader in corporate finance transactions for Bandwidth Infrastructure companies and has delivered industry firsts and precedent-setting valuations on multiple occasions through the cycles over the past decade. . Bank Street’s team is comprised of professionals with investment banking transaction expertise, industry research and analysis capability, as well as hands-on operational experience. . Bank Street’s knowledge of the sector is also informed by our team’s experience as principal investors – both directly and as limited partners in private equity funds – which provides yet another valuable perspective on the business. . Bank Street offers a full range of capabilities for Bandwidth Infrastructure companies and their financial sponsors, including M&A Advisory, Debt and Equity Capital Markets, Fairness Opinions and Restructuring.

4 Bandwidth Infrastructure Sector Dashboard The following has been for the Northwest Telecommunications Association Spring Conference to provide an overview of the Communications Infrastructure and Services (CIS) sector with a particular focus on the growth drivers and competitive dynamics for Bandwidth Infrastructure providers as well as the current backdrop and the outlook for 2017 and beyond.

$40+ BILLION 30+ ANNOUNCED TRANSACTIONS in announced M&A deal volume (LTM) during the last twelve months

PEAK MULTIPLE LOW MULTIPLE 16.7x paid in the last twelve months 9.0x paid in the last twelve months

BILLION OF DEBT CAPITAL BILLION OF EQUITY CAPITAL $19+ raised (LTM) with leverage up to 6.0x $1.5+ raised in the last twelve months

MOST AGGRESSIVE BUYER MOST ACTIVE BUYER by transaction value and multiple by number of deals

WIRELESS INFRASTRUCTURE INFRASTRUCTURE FUNDS remains biggest driver of M&A and organic growth new to the sector with increasing activity

5 Bandwidth Infrastructure Sector LTM in Review There has been a continuation of strong cyclical and secular growth drivers, solid performance by sector companies and the steady drumbeat of consolidation. A number of key themes have remained in the spotlight, such as the acceleration of M&A, the entry of a new buyer universe and the expansion of niche markets like E-Rate and Wireless Backhaul.

Nov 1 Crown Castle to acquire FPL FiberNet Jan 4 Sep 6 for $1.5 B FirstLight and Oxford Mar 6 May 4 July 6 Zayo awarded 1,800 Nov 7 combine operations FirstLight to acquire FCC approves $17.7 B Cox Communications site national FTT Windstream to acquire Jan 17 Finger Lakes Altice acquisition of makes strategic contract in 26 EarthLink for $1.1 B Conterra announces Cablevision investment in UPN markets Technologies Group Nov 9 acquisitions of DETEL May 12 July 7 Sep 14 GTT to acquire and Broadplex Mar 7 ZMC acquires Oak Hill Capital Wave acquires Hibernia for $610 MM Jan 18 Hargray Education Networks Partners to acquire CoastCom and Nov 9 Cable ONE to acquire Communications to of America Oxford Networks SawNet Lumos to acquire NewWave from GTCR be acquired by for $735 MM Pritzker Organization May 18 July 21 Sep 15 Clarity, sell RLEC Arctic Fiber acquired FCC puts review of NYC declares Verizon Nov 30 Jan 24 Mar 22 by Quintillion Verizon/XO deal on broke FiOS rollout Zayo to acquire ELI for Trump names Ajit Pai Digital West acquires Networks hold agreement $1.42 B as new FCC Chairman Norcast Telecom

June 14 Aug 2 Oct 21 Dec 2 Feb 20 Apr 3 U.S. Court of Appeals WOW to acquires Midco to acquire Everstream acquires EQT acquires Lumos Seaborn and Grupo Upholds FCC’s Net NuLink’s Georgia WOW! KS system Lynx Network Group for $950 MM Werthein to build new Neutrality Rules systems Argentina-Brazil Oct 24 Dec 5 Feb 20 subsea cable June 15 Aug 8 Berkshire Partners to Consolidated KKR acquires 40% Searchlight acquires Oak Hill to acquire acquire Masergy acquires FairPoint stake in Telxius at Apr 6 stake in CS&L Sovernet from ATN for $1.5 B €3.7 B valuation Wave Broadband Oct 26 International reported to be June 20 Google Fiber halts Dec 15 Feb 23 exploring sale CS&L to acquire Aug 15 new deployments Tom Wheeler resigns CS&L acquires Hunt Tower Cloud for TPG to acquire RCN as FCC Chairman Telecom for $170 MM Apr 10 Oct 31 $230 MM Telecom and Grande Uniti (CS&L) to CenturyLink to Dec 23 Communications for acquire Southern acquire Level 3 for Wave Broadband $2.25 B Light for $700 MM $34 B acquires Cascade Networks 6 Key Bandwidth Infrastructure Sector Themes Strong cyclical and secular growth drivers, solid performance by sector companies and the steady drumbeat of M&A remain key themes in the sector. A number of new themes have risen to the forefront, such as the long-term wireless infrastructure opportunity, the growing importance of inter-city and sub-sea networks and the introduction of new players to the sector.

With a flurry of M&A activity, including recently announced deals for Lumos, Electric Lightwave, FPL Continued FiberNet and Level 3, strategic and financial buyers alike have continued the consolidation of the Bandwidth Consolidation Infrastructure sector, a trend which has driven nearly 100 transactions since the beginning of 2014. Unprecedented growth in data is straining mobile networks to the breaking point and driving a change both Wireless in network architectures and service providers. Verizon has been the most active with dark fiber backhaul Infrastructure RFPs over the past two years, but we see growing long-term opportunity with AT&T and other carriers. Inter-City networks are a key topic of consideration as Bandwidth Infrastructure companies are undertaking Inter-City initiatives to address network choke points, deploy diverse routes and proactively address the anticipated Networks expiration of IRUs. The last two years have seen more inter-city projects launched than the previous decade. Bandwidth Infrastructure is attracting interest from diversified infrastructure investors, real estate New Sector investment trusts and wireless infrastructure players that have been active participants in recent financial Participants and strategic transactions and have the capacity to escalate sector asset values over the long-term. Cable’s focus on Commercial Services offers both pros and cons for the Bandwidth Infrastructure sector. Cable Cable clearly represents fierce competition with growing focus on large enterprises. But, we believe that Competition Cable will need to acquire additional fiber companies to fortify their networks and address gaps in coverage. There has been a growing number of announcements by municipalities seeking to deploy their own fiber Municipal networks in competition with established private market players. Left unchecked, these moves present the Broadband greatest competitive threat to Cable MSOs and Incumbent Telcos with regard to market share and pricing. While the Bandwidth Infrastructure sector continues to enjoy relatively good overall balance between Returns on competition, pricing and returns on invested capital, we note that some players have been particularly Invested Capital aggressive in pricing and lowering return thresholds on wireless backhaul builds over the past 12 months. Prolonged volatility in the capital markets will inevitably have an effect on the Bandwidth Infrastructure Capital sector in terms of asset values as well as availability and cost of capital. That said, the sector’s remarkable Markets growth characteristics should allow a layer of insulation and resiliency in contrast to the broader economy. 7 M&A Transaction Drivers The Bandwidth Infrastructure sector has experienced a remarkable amount of M&A activity over the past five years, driven by the goal of strategic players to achieve greater size and scale, rationalize competition, expand addressable revenue opportunity with new geographic markets or new product offerings and to build value through synergies and accelerated growth.

Consolidation by companies such as Lightower and Zayo has demonstrated the ability to achieve true scale that can deliver powerful operating leverage as well Size & Scale as strong and sustainable free cash flow that can be used to self-fund organic and strategic growth initiatives as well as pay dividends and retire debt.

The rampant pace of merger and acquisition activity over the past five years has served to significantly reduce the number of companies competing for the Rationalization $100 billion Commercial Services market, rationalizing the market and improving the available margins and economic returns for remaining players.

Companies that have an established market presence, installed customer bases and strong sales machines have been actively looking to expand their Market Expansion addressable market opportunity through acquisitions, both with respect to new geographic territory and new services that they can offer.

Factors such as time to market, scarcity of talented human resources, the ability to rationalize competition, value creation through synergies and the availability Build vs. Buy of very low-cost debt have favored acquisitions over organic growth provided that there are actionable targets with realistic valuation expectations.

Growth is the key factor driving valuation with strong MRR bookings and capacity for future growth based on the sales machine, network inventory and Valuation Metrics addressable market featured as key elements. Potential for synergies are equally important complements to those factors in M&A transactions.

8 Bandwidth Infrastructure Landscape: Pacific Northwest While there has been some consolidation by the likes of Wave Broadband and Zayo, the Bandwidth Infrastructure landscape in the Pacific Northwest remains highly fragmented, with more than a dozen independent providers present across the Idaho, Oregon and Washington markets.

. Wave Broadband and Zayo have been the most active buyers of bandwidth infrastructure businesses in the Pacific Northwest. . Following its deals for CFS and 360 Networks, Zayo continues its consolidation efforts with the acquisition of Electric Lightwave, significantly enhancing its depth in the major metro areas in the Pacific Northwest and the Rockies. . Backed by Oak Hill Capital Partners and GI Partners, Wave has been an active consolidator in the Pacific Northwest and California, acquiring 20 companies across the bandwidth infrastructure, data center and mass market ecosystems. . Notable recent communications infrastructure acquisitions include Black Rock Cable, CoastCom, SawNet, Spectrum Networks and Cascade Networks.

Key Pacific Northwest Consolidators Company Regional Acquisition History

/

9 M&A Process Do’s & Don’ts With Bandwidth Infrastructure sector consolidation continuing at a rapid pace and the Pacific Northwest representing a desired corridor for critical infrastructure, it is important for the NWTA members to be well prepared for inbound interest from strategic and financial buyers alike.

Hire professional advisors Entertain one-off strategic discussions . Investment Bank . Unlikely to achieve best value . Legal . Lack of competitive tension . Accounting . Knowledge disparity among parties

Invest upfront in work effort Be your own banker and lawyer . Marketing materials . Operational distraction . Financial model . Off-market terms and conditions

Identify your specific financial & lifestyle goals Forecast unachievable financial results . Outright sale and/or financial partner . Lack of momentum in process . Retire or maintain operating role . Ammunition to revisit valuation

Run clear and targeted process Convey overly aggressive message to market . Identify most likely buyers/investors . No learning from indications of interest . Create competitive tension to maximize value . Restrict ability for true market test

10 Public Market Trading Valuation Multiples Public market valuations for comparable companies have been driven by each company’s EBITDA growth rate and margin profile with further focus on business model, market position, operating leverage and free cash flow profile as the key valuation drivers. Public multiples have remained strong through 1Q 2017, driven by tailwinds such as growing demand for bandwidth.

12.0x TEV / 2017E Revenue 9.4x 9.0x

5.6x 6.0x 4.8x 2017E Average: 4.6x 3.8x 3.8x 3.7x 3.0x 1.4x

0.0x Uniti Zayo Cogent Lumos Consolidated Level 3 Terago

15.0x 13.9x TEV / 2017E EBITDA 11.2x 12.0x 10.8x 10.3x 2017E Average: 9.7x 8.7x 9.0x 8.2x

6.0x 5.0x

3.0x

0.0x Cogent Uniti Zayo Level 3 Consolidated Lumos Terago

Bandwidth Infrastructure Diversified Competitive Carrier

Note: TEV calculated based on most recent available balance sheet data and stock prices as of 4/10/2017 Source: Company filings and Wall Street Estimates. 11 Bandwidth Infrastructure M&A Valuation Multiples The acquisitions of companies such as Southern Light, FPL FiberNet, Level 3 and Tower Cloud highlight the value of Bandwidth Infrastructure pure-plays to buyers both inside and outside the sector. Strategic buyers remain highly focused on achieving scale and synergies in M&A transactions and addressing critical time-to-market requirements that favor “buy” versus “build.” 18.0x 16.7x 15.0x 15.2x 15.0x 12.5x 12.4x 12.5x 12.9x 11.5x 11.7x 12.0x 10.5x 10.9x 9.8x 9.8x 9.5x 9.0x 9.0x 7.9x 5.9x 5.2x 6.0x 4.7x

3.0x

0.0x Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber

Announced Buyer Seller Transaction Value (mm) TV / EBITDA Notes on Seller's EBITDA Apr-10-17 Uniti Group Southern Light $700.0 15.0x 2017E EBITDA of $46.7 million Feb-23-17 Uniti Group Hunt Telecom $170.0 11.5x 2016A EBITDA of $14.8 million Feb-20-17 EQT Infrastructure Lumos Networks $950.0 9.8x LQA EBITDA of $97.0 million Dec-20-16 EQT Infrastructure GlobalConnect € 400.0 12.5x LQA EBITDA of €32.0 million Dec-05-16 Consolidated Communications Fairpoint $1,500.0 5.9x LQA EBITDA of $255.6 million Nov-30-16 Zayo Group Electric Lightwave $1,420.0 7.9x LQA EBITDA of $180.0 million Nov-09-16 GTT Hibernia Networks $610.0 9.5x LQA EBITDA of $64.4 million Nov-07-16 Windstream EarthLink $1,057.0 5.2x LQA EBITDA of $202.0 million Nov-01-16 Crown Castle FPL FiberNet $1,500.0 16.7x 2017E EBITDA of $90.0 million Oct-31-16 CenturyLink Level 3 $33,510.8 11.7x LQA EBITDA of $2.9 billion Jun-20-16 CS&L Tower Cloud $230.0 12.4x 4Q16A EBITDA of $18.5 million Jun-08-16 Warburg Pincus inexio € 250.0 15.2x 2015A EBITDA of €16.5 million Mar-09-16 Partners Group Axia NetMedia C$271.7 9.8x 2016E EBITDA of C$27.8 million Feb-22-16 Verizon XO Communications $1,800.0 9.0x LQA EBITDA of $200.0 million Jan-07-16 Videotron Fibrenoire C$125.0 12.5x LQA EBITDA of C$10.0 million Jan-07-16 CS&L PEG Bandwidth $450.0 12.9x LQA EBITDA of $35.0 million Nov-23-15 Zayo Group Allstream C$465.0 4.7x 2015E EBITDA of C$100 million Nov-10-15 Zayo Group Viatel $95.0 10.5x Post Synergy EBITDA of $9.0 million May-12-15 Antin Infrastructure Eurofiber €875.0 10.9x 2014E EBITDA of €82.3 million Bandwidth Infrastructure Diversified Competitive Carrier Notes: M&A data based on company SEC filings, industry sources and Bank Street estimates. 12 Tab 2. Sector Overview

13 North American Bandwidth Infrastructure Landscape Despite the substantial M&A activity that has unfolded over the past three years, the broadband carrier market remains highly fragmented and ripe for further consolidation. Strategic activity will be driven by the competitive dynamics, financial profile, growth potential, synergy opportunity and geographic footprint of each potential target in the context of a buyer’s business plan.

Single Market Regional National

14 Private Line Revenue The shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating as carrier and enterprise customers alike look to upgrade their networks. Such moves are a net positive for many new entrants, but can cannibalize revenue from established players. Insight Research expects total private line revenue to bottom in 2016.

Total Private Line Revenue $40,000

$35,000

$30,000

$25,000

$20,000 $ in Millions $15,000

$10,000

$5,000

$- 2012 2013 2014 2015 2016 2017

Source: Insight Research Corp. Private Line and Wavelength Services Report (2013) 15 Ethernet Revenue Insight Research forecasts that the total U.S. public Ethernet market will grow at a compound annual growth rate of nearly 20% from 2012 through 2017, driven by increasing data bandwidth demands and the service’s total cost of ownership advantages in providing high and flexible bandwidth solutions versus competitive services.

U.S. Public Ethernet Revenue $14,000

$12,000

$10,000

$8,000

$ in Millions $6,000

$4,000

$2,000

$- 2012 2013 2014 2015 2016 2017

Source: Insight Research Corp. U.S. Carriers and Ethernet Services Report (2013) 16 Business Internet Access Revenue Atlantic-ACM forecasts that the U.S. Business Dedicated Internet Access Market will grow to $7.5 billion by 2017, exhibiting growth despite increased pressure from the Cable MSOs, as migration to cloud-based business IT services and hosted applications drives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services.

U.S. Business DIA Revenue $8,000

$7,000

$6,000

$5,000

$4,000 $ in Millions $3,000

$2,000

$1,000

$- 2012 2013 2014 2015 2016 2017

Source: Atlantic-ACM Visual DATALINE (2013) 17 Dark Fiber Revenue The U.S. dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand for bandwidth from communication service providers, wireless service providers, major media and content companies, and large enterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost.

U.S. Dark Fiber Revenue $1,400

$1,200

$1,000

$800

$ in Millions $600

$400

$200

$- 2012 2013 2014 2015 2016 2017

Source: IBISWorld Dark Fiber Network Operators in the U.S. Report (2012) 18 Bandwidth Infrastructure Quarterly Results Snapshot Recent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidth connectivity, allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and price compression from legacy SONET and TDM-based products.

Cogent reported 4Q16 revenue of $115.6 million, an increase of Level 3 reported revenue of $2.032 billion for the fourth quarter 9.9% year-over-year from $105.2 million in 4Q15 and an increase of 2016, down compared to $2.053 billion for the fourth quarter of 2.2% sequentially from $113.1 million in 3Q16. The company of 2015. The company's core network services revenue was reported 4Q16 Adjusted EBITDA of $37.7 million, up 2.7% year- $1.934 billion in the fourth quarter of 2016, decreasing 0.5% over-year from $36.8 million in 3Q15 and down 0.3% year-over-year on a reported basis, and increasing 0.2% year- sequentially from $37.9 million in 3Q16. 4Q16 Adjusted EBITDA over-year on a constant currency basis. Adjusted EBITDA grew to was negatively impacted by $2.9 million of expenses associated $2.865 billion, or 11% on a modified basis, excluding $15 million with the proposed settlement of a class action suit. of CenturyLink acquisition-related expenses.

Cogent Communications, Inc. Level 3 Communications, Inc. February 23, 2017 February 8, 2017

Lumos reported total 4Q16 revenue of $51.9 million, flat year- Zayo reported 2FQ17 revenue of $506.7 million, including $107.9 over-year, while Adjusted EBITDA of $23.9 million was down 2% million from Zayo Canada, representing 1% quarter-over-quarter year-over-year. Data revenue was $31.6 million, up over 6% year- annualized revenue growth and 4% quarter-over-quarter over-year and total combined FTTC and Enterprise revenue was annualized recurring revenue growth, excluding Zayo Canada. $23.5 million, up nearly 19% year-over-year. On a combined The company reported bookings of $5.2 million, gross installs of basis, FTTC and Enterprise constituted over 74% of the company's $6.7 million, churn of 1.2% and net installs of $2.0 million, all on Data revenue versus 66% in the prior year, of which 95% tied to a monthly recurring revenue (MRR) and monthly amortized Ethernet and other advanced fiber technologies. revenue (MAR) basis, excluding Zayo Canada.

Lumos Networks Corp. Zayo Group, LLC March 7, 2017 February 9, 2017 19 Tab 3. M&A Backdrop

20 Sector M&A Tracker Sector M&A activity over the last several years has effectively established a handful of large-scale regional and national pureplays and set the stage for additional consolidation. 2016 saw more than $40 billion of strategic transactions announced, led by the Level 3, FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year.

Acquired (Last 12 Months) In Play (North America)

In Play (Rest of World)

Note: Companies noted as “In Play” are based on industry sources and press reports including active financial or strategic processes and recently terminated processes. 21 Telefónica Sells Up to 40% of Telxius to KKR On February 20, 2017, Telefónica S.A. (“Telefónica”) announced that it had reached a definitive agreement with KKR Group (“KKR”) for the sale of up to a 40% stake in Telxius Telecom, S.A.U. (“Telxius”), its global telecommunications infrastructure business, for €1.3 billion at an implied enterprise value of €3.7 billion.

Overview Transaction Rationale Under the terms of the agreement, KKR will acquire 40% of With the transaction, Telefónica and KKR will partner to Telxius for a total amount of €1.3 billion. The agreement develop and grow a leading telecom infrastructure operator, includes the initial acquisition by KKR of 62 million shares with nearly 16,000 wireless towers in Europe and South (24.8%) of Telxius for a total amount of €790 million, as well America as well as an international network of 65,000 as the option to acquire and sell an additional 38 million kilometers of submarine cable of which 31,000 kilometers shares (15.2%) for an amount of at least €485 million. The are owned by Telxius. Following the deal, Telefonica will deal is structured as a call option, exercisable by KKR, and a remain the anchor tenant for the Telxius tower and fiber put option, exercisable by Telefónica upon maturity of the businesses, and will keep a majority stake in and operational call option. Closing is subject to regulatory approval and the control of Telxius. KKR will look to continue to support the window for KKR to exercise its option is the fourth quarter of growth of the company driven by the strong demand for 2017, provided the required approvals have been granted. mobile data, wireless infrastructure and bandwidth.

Bank Street Commentary Valuation . With the KKR deal, Telefónica achieved roughly the same The valuation of 11.4x 2017E Adjusted EBITDA appears low net capital result and valuation that was targeted in its in comparison to precedent transactions for comparable failed attempt to publicly list Telxius with an IPO in 2016. assets, reflecting a minority stake without a change of . The Telxius process demonstrated broad-based interest in control premium, the heavy reliance of Telxius on Telefónica, the Bandwidth and Wireless Infrastructure market by large which contributes 88% of tower revenue and 44% of fiber private equity and infrastructure fund complexes. revenue, as well as the fact that Telxius has a highly . KKR competed in the Telxius process with an array of inefficient capital structure with leverage of only 1.5x. global funds, including Ardian, Brookfield, CVC as well as sovereign fund GIC, according to press reports. Enterprise Value (EV): €3,678 million . Given its size and global reach, Telxius has the potential to 2017E Adjusted EBITDA: €323 million be an active consolidator in order to expand its asset base and diversify away from its reliance on Telefónica. TV/2017E Adjusted EBITDA: 11.4x

Sources: KKR, Reuters, Telefónica 22 EQT Infrastructure to Acquire Lumos Networks for $950 Million On February 20, 2017, Lumos Networks Corp. (NASDAQ: LMOS) (“Lumos Networks”) announced that it had entered into a definitive agreement to be acquired by EQT Infrastructure (“EQT”) for $18.00 per share, equal to an enterprise value of approximately $950 million.

Overview Transaction Rationale Under the terms of the definitive agreement, EQT With the acquisition, EQT Infrastructure will establish a Infrastructure will acquire 100% of the common stock of telecom infrastructure platform in the United States, an Lumos Networks for $18.00 per share in cash, representing a objective that it has been seeking to accomplish for the last premium of 18.2% to the closing price of $15.23 on February two years following the formation of its U.S. telecom 17, 2017 and a premium of 34.9% to the company’s 12 infrastructure practice. Lumos is a company undergoing a month volume-weighted average price of $13.35 per share. transformation from a diversified carrier business to a fiber- The agreement was approved by all voting members of the centric bandwidth infrastructure focused operator, a Lumos Networks board of directors and is subject to transition that EQT will likely look to accelerate following the shareholder approval, regulatory approval and other acquisition. For Lumos Networks, the deal represents a customary closing conditions. The transaction is expected to premium exit for shareholders, including Pamplona Capital, be completed during the third quarter of 2017. which had made a $150 million investment in August 2015.

Bank Street Commentary Valuation . This transaction will establish EQT Infrastructure with a The $18.00 per share value equates to a transaction value of scale platform that it can use to aggressively pursue approximately $950 million, equal to 9.8x Lumos Networks’ synergistic M&A opportunities in contiguous markets. 3Q 2016 annualized adjusted EBITDA of $97 million. . The moves that Oak Hill has made with its FirstLight Assuming a market multiple of 5.0x to 6.0x for its RLEC and platform in the past year provide a compelling playbook CLEC components, this transaction appears to value the for value creation through regional consolidation. company’s fiber business at 12.5x to 13.5x LQA EBITDA. . EQT will have a considerable number of follow-on targets to consider with significant optionality in the Mid-Atlantic and Northeast as well as to the South and West. Transaction Value (TV): $950 million . This deal underscores the robust values in the Bandwidth LQA Adjusted EBITDA: $97 million Infrastructure sector while introducing a new buyer and enhancing the scarcity value of the remaining players. TV/LQA Adjusted EBITDA: 9.8x

Source: Lumos Networks, Bank Street estimates 23 Zayo to Acquire Electric Lightwave for $1.4 Billion On November 30, 2016, Zayo Group Holdings, Inc. (“Zayo“) (NYSE: ZAYO) announced that it had entered into a definitive agreement to acquire Electric Lightwave, formerly known as Integra Telecom, for $1.42 billion in cash. Electric Lightwave provides bandwidth infrastructure and telecom services primarily in the Western United States.

Overview Transaction Rationale Under the terms of the agreement, Zayo will acquire both The Electric Lightwave transaction adds fiber rich Electric Lightwave’s bandwidth infrastructure business in the complementary assets in key west coast markets and Western U.S. and traditional CLEC operations, primarily strengthens Zayo’s position as a leading national bandwidth located in Colorado and Minnesota. The deal adds 8,100 infrastructure provider. Approximately 40 percent of Electric route miles of long haul fiber and 4,000 miles of metro fiber Lightwave’s existing revenue aligns with Zayo’s infrastructure- in Portland, Seattle, Sacramento, San Francisco, San Jose, Salt focused business while the remainder has a customer base Lake City, Spokane and Boise, with more than 3,200 on-net that aligns well with Zayo’s Canadian SME and voice locations. The transaction is expected to close in the first businesses. Zayo expects to achieve more than $40 million in quarter of 2017, subject to customary regulatory approvals annual cost synergies over time and will benefit from more and closing conditions. Zayo will fund the transaction with a than $400 million in net operating loss carryforwards combination of cash on hand and debt. acquired in the transaction.

Bank Street Commentary Valuation . The transaction follows the August 2016 announcement The $1.42 billion valuation for Electric Lightwave represents a by Integra that it had split its business and established multiple of 7.9x LQA EBITDA. With $40+ million of planned Electric Lightwave as a standalone fiber services pure-play. synergies, Zayo expects to buy down this multiple to below . Zayo made a pre-emptive move to acquire Electric 6.5x over the next five quarters. Lightwave and distinguished themselves by buying both the infrastructure and legacy businesses. Transaction Value (TV): $1.42 billion . With a blended multiple of below 8.0x, Zayo has the LQA Revenue: $538 million potential to leverage its acquisition integration abilities to realize substantial upside from the investment. LQA EBITDA: $180 million . The deal represents Zayo’s first material move in the U.S. TV/LQA Revenue: 2.6x fiber market in over two years and first major deal since its January 2016 acquisition of Allstream. TV/LQA EBITDA: 7.9x

Source: Zayo Group, Electric Lightwave 24 Windstream to Acquire EarthLink for $1.1 Billion On November 7, 2016, Windstream Holdings, Inc. (Nasdaq: WIN) (“Windstream”) and EarthLink Holdings Corp. (Nasdaq: ELNK) (“EarthLink”) announced that their boards of directors unanimously approved a definitive merger agreement under which Windstream and EarthLink will merge in an all-stock transaction valued at approximately $1.1 billion, including debt.

Overview Transaction Rationale Under the terms of the agreement, EarthLink shareholders With the acquisition of EarthLink, Windstream will have will receive 0.818 shares of Windstream common stock for increased scale and scope giving it the ability to leverage best each EarthLink share owned. This ratio represents a 13% practices across a broader platform, and offer customers premium to the average exchange ratio of 0.721x over the expanded products, services and enhanced enterprise month ended Nov. 3, 2016, the most recent unaffected solutions. The combination will result in an extensive trading day. Windstream expects to issue approximately 93 national footprint spanning approximately 145,000 fiber million shares of stock valued at approximately $673 million, route miles and a broader service portfolio including based on the company’s closing stock price on Nov. 4, 2016. advanced networking, managed services, voice, internet and Upon closing of the transaction, Windstream shareholders other value-added services. Customers will also benefit from will own approximately 51% and EarthLink shareholders will combining Windstream’s scale in the Enterprise segment and own approximately 49% of the combined company. EarthLink’s successful launch of its SD-WAN services.

Bank Street Commentary Valuation . The deal comes less than one week after CenturyLink The $1.1 billion valuation for EarthLink represents a multiple announced the $34 billion blockbuster deal to acquire of 5.2x EarthLink’s third quarter 2016 annualized EBITDA of Denver, Colorado-based Level 3. $202 million. . The acquisition of EarthLink brings a substantial national CLEC presence as well as significant fiber assets on the East Coast, expanding Windstream’s geographic presence. Transaction Value (TV): $1.1 billion . Windstream anticipates annual operating and capital LQA Revenue: $940.4 million expenditure synergies of more than $125 million pro forma for the combination. LQA EBITDA: $202 million . With each Company facing top-line growth challenges, the TV/LQA Revenue: 1.1x deal will bring further scale and runway for the transformation to a path of sustainable growth. TV/LQA EBITDA: 5.2x

Source: Windstream, EarthLink 25 Crown Castle to Acquire FPL FiberNet for $1.5 Billion On November 1, 2016, NextEra Energy ("NextEra“) (NYSE: NEE) announced that it had entered into a definitive agreement to sell FPL FiberNet and its operating subsidiaries (collectively, “FPL FiberNet") to Crown Castle International Corp. (“Crown Castle”) (NYSE: CCI) in a transaction valued at approximately $1.5 billion.

Overview Transaction Rationale Under the terms of the definitive agreement, Crown Castle The acquisition of FPL FiberNet is expected to further will acquire FPL FiberNet from NextEra for $1.5 billion in an strengthen Crown Castle’s established market position in all cash transaction. FPL FiberNet’s 11,500 route mile fiber small cell networking by enhancing its fiber footprint network, which primarily spans Florida and Texas, includes available for small cell deployments in key metro markets. approximately 6,000 route miles of fiber in top metro The FPL FiberNet network is highly complementary to Crown markets such as Houston and Miami. Pro forma for the Castle’s existing 17,000 route miles of fiber with acquisition, Crown Castle will own or have rights to infrastructure overlap estimated at approximately 2%. With approximately 28,500 route miles of fiber. Crown Castle the deal, Crown Castle continues its aggressive pursuit of expects the deal to close in the first half of 2017 and to be metro fiber assets to be leveraged for small cell and bolsters immediately accretive to Adjusted Funds from Operations its capacity in new metro markets where it sees significant per share upon closing. demand from its wireless carrier customers.

Bank Street Commentary Valuation . The $1.5 billion deal marks the fifth and largest acquisition The $1.5 billion valuation for FPL FiberNet represents a by Crown Castle of a bandwidth infrastructure pure-play multiple of 16.7x EBITDA expected under Crown Castle’s first business in the last two years. year of ownership of the business. . Crown Castle’s unwavering focus on expanding and enhancing its small cell deployment capabilities continues to manifest itself in its M&A strategy. Transaction Value (TV): $1.5 billion . The robust valuation reflects the scarcity value of 2017E Revenue: $108 million bandwidth infrastructure assets of scale and fortifies Crown Castle’s leading market position in small cell. 2017E EBITDA: $90 million . Of note, this is the first fiber target for Crown Castle that TV/2017E Revenue: 14.0x was not deriving substantially all revenue from dark fiber, potentially signaling an expanding product focus. TV/2017E EBITDA: 16.7x

Source: Crown Castle, FPL FiberNet 26 CenturyLink to Acquire Level 3 for $34 Billion On October 31, 2016, CenturyLink, Inc. (“CenturyLink”) (NYSE: CTL) and Level 3 Communications, Inc. (“Level 3”) (NYSE: LVLT) announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink will acquire Level 3 in a cash and stock transaction valued at approximately $34 billion.

Overview Transaction Rationale With the transaction, CenturyLink will be established as the The transaction increases CenturyLink's network by 200,000 second largest domestic communications provider serving route miles of fiber, which includes 64,000 route miles in 350 global enterprise customers, connecting more than 350 metropolitan areas and 33,000 subsea route miles metropolitan areas with approximately 75,000 on-net connecting multiple continents. With its improved network buildings. Upon the closing of the transaction, CenturyLink capabilities, the pro forma company will support a leading shareholders will own approximately 51 percent and Level 3 enterprise customer base with approximately $19 billion in shareholders will own approximately 49 percent of the pro forma business revenue and $13 billion in business combined company. Glen Post will continue to serve as CEO strategic revenue. CenturyLink expects to achieve $975 of the combined company. CenturyLink intends to finance million in annual run-rate cash synergies that will enhance its the cash portion of the transaction with cash on hand and ability to invest in network infrastructure and benefit from approximately $7 billion of new debt facilities. Level 3’s nearly $10 billion of net operating losses.

Bank Street Commentary Valuation . With the acquisition, CenturyLink is making a clear Level 3 shareholders will receive $26.50 per share in cash strategic pivot to enterprise-focused bandwidth and a fixed exchange ratio of 1.4286 shares of CenturyLink infrastructure services. stock for each Level 3 share they own, which implies a . While the transaction will bring a number of the nation’s purchase price of $66.50 per Level 3 share and a premium of premier long-haul fiber assets under one roof, approximately 42% based on Level 3's unaffected closing management of a substantial legacy base will be critical. share price of $46.92 on October 26, 2016. . Subsequent to its announcement of the Level 3 acquisition, CenturyLink announced the sale of its data center business for cash proceeds of $2.15 billion. Transaction Value (TV): $33.5 billion . The acquisition of Level 3 will leave only a handful of remaining publicly traded bandwidth infrastructure pure- LQA Adjusted EBITDA: $2.9 billion plays in the United States. TV/LQA Adjusted EBITDA: 11.7x

Source: CenturyLink, Level 3 27 CS&L to Acquire Tower Cloud On June 20, 2016, Communications Sales & Leasing, Inc. (“CS&L”) (Nasdaq: CSAL) announced that it had entered into a definitive agreement to acquire privately-held Tower Cloud, Inc. (“ Tower Cloud”), a provider of bandwidth infrastructure services in the southeastern U.S., for a total consideration of $230 million in cash and stock.

Overview Transaction Rationale Under the terms of the definitive agreement, CS&L will With the acquisition of Tower Cloud’s communications acquire Tower Cloud and further accelerate its wireless infrastructure, CS&L’s network will grow to 4.2 million fiber backhaul and dark fiber business. Tower Cloud shareholders strand miles and 85,000 fiber route miles. Tower Cloud’s will receive an initial consideration of $230 million, including hybrid fiber-fixed-wireless network currently includes 6,000 $180 million of cash and the issuance of 1.9 million shares of route miles of fiber as well as significant in-process builds CS&L common stock. Additional contingent consideration following recent backhaul awards form the major wireless may be achieved based on the achievement over certain carriers. The deal will enhance CS&L’s national wireless milestones over the next four years. CS&L intends to fund the carrier relationships and accelerating its small cell and dark cash portion of the transaction through cash on hand and fiber business in 15 markets in the southeastern U.S. In borrowing under its revolver. The deal is subject to addition, CS&L expects to achieve $6 million of annual run regulatory approval and is expected to close in 4Q16. rate cost synergies within the next three years.

Bank Street Commentary Valuation . Coming just months after the PEG deal, CS&L has further The purchase price of $230 million represents a pre-synergy demonstrated its position as an aggressive and capable multiple of 12.4x Tower Cloud’s expected 4Q 2016 run rate new acquirer in the bandwidth infrastructure sector. EBITDA of $18.5 million. CS&L expects to buy down its . Tower Cloud’s assets complement those of recently multiple in the near-term with cost synergies and the acquired PEG, further establishing CS&L as a FTT provider installation of new backhaul contracts totaling $175 million and growing its relationships with the large carriers. in TCV. Pro forma for the acquisition, CS&L’s net leverage is . Tower Cloud recently won two significant 20-year expected to increase to 5.6x. backhaul contracts expected to be completed by 2020, which will drive revenue and network growth. Transaction Value (TV): $230 million . Pro forma for the deal, the Windstream lease will still comprise 82% of total CS&L revenues, so continued 4Q 2016 Run Rate EBITDA: $18.5 million revenue diversification through acquisition is expected. TV/4Q 2016 Run Rate EBITDA: 12.4x

Source: CS&L, Bank Street Estimates 28 Uniti Group to Acquire Hunt Telecom for $170 Million On February 23, 2017, Uniti Group Inc. (formerly Communications Sales & Leasing, Inc. “Uniti" or the “company”) announced that it had entered into a definitive agreement to acquire Hunt Telecommunications, LLC (“Hunt Telecom” or “Hunt”) in a cash and stock deal valued at approximately $170 million.

Overview Transaction Rationale Uniti announced a definitive agreement to acquire Hunt The acquisition of Hunt advances Uniti’s diversification Telecom for approximately $170 million in cash and equity. strategy and accelerates Uniti Fiber’s focus on the growing E- Hunt is an integrated provider of internet, network and voice Rate, enterprise and government sectors. Pro forma for the services, targeting diversified business, enterprise and carrier Hunt transaction, Uniti will generate fully 24% of total customers and with particular strength in the K-12 school revenue from customers other than Windstream, marking a market under the FCC’s E-Rate program. Hunt operates a significant improvement year-over-year. As Uniti integrates dense network with 2,600 fiber route miles and 140,000 Hunt with Uniti Fiber, the company expects to achieve $2.5 fiber strand miles in Louisiana. The company historically million in annual run-rate cost savings within 18 months from operated in Southern Louisiana and expanded its footprint in closing. On a pro forma basis assuming the realization of the state with the 2016 acquisition of Nexus, a regional synergies, Uniti is buying Hunt at 9.8x 2016 Adjusted EBITDA, provider with an extensive fiber and microwave network. which is well below its own trading multiple of 12.3x.

Bank Street Commentary Valuation . This transaction represents Uniti’s third acquisition of a The $170 million purchase price for Hunt is comprised of hybrid fiber/microwave network operator, following the $114.5 million in cash payable at closing and 2.1 million Uniti company’s deals with PEG Bandwidth and Tower Cloud. OP Units Valued at $55.5 million. The price represents a full . Uniti remains focused on markets in which it can establish multiple for an integrated telecom business, reflecting Hunt’s a strong and sustainable competitive position and an asset strong growth rate and Uniti’s expectation of achieving both base that to leverage for fiber-to-the tower deployments. cost synergies and enhancing its future growth prospects. . While Uniti was a logical buyer, Hunt’s profile intuitively would have been a better fit with diversified companies like Cox or Eatel with a larger Louisiana presence. Transaction Value (TV): $170 million . We expect Uniti to continue to be an active buyer of 2016 Adjusted EBITDA: $15 million network assets as it looks to diversify from Windstream and open new fronts for FTT and E-Rate growth. TV/2016 Adjusted EBITDA: 11.5x Source: Uniti Group Inc. 29 Verizon to Acquire XO Communications On February 22, 2016, Verizon Communications Inc. (NYSE, NASDAQ: VZ) (“Verizon”) announced that it had entered into a definitive agreement to purchase the fiber-optic network business of XO Communications (“XO”) for total consideration of approximately $1.8 billion.

Overview Transaction Rationale With the transaction, Verizon will gain access to XO’s fiber- While XO’s LMDS spectrum was rumored to be the main based IP and Ethernet networks, with the goal of enabling driver of interest in a transaction for Verizon, the acquisition better service to enterprise and wholesale customers. In brings an extensive network footprint across the U.S. with addition, XO’s substantial fiber network will help Verizon expansive inter-city long haul connectivity capabilities. XO continue to densify its wireless network while recognizing has metro networks in 40 markets with more than 4,000 on- substantial operational and capital expense savings. net buildings and more than 1,000 central office locations. Separately, Verizon will simultaneously lease available XO XO’s national network footprint includes approximately LMDS spectrum, with an option to buy XO's spectrum for 20,000 inter-city route miles connecting more than 85 cities. $200 million by the end of 2018. The acquisition is subject to The combination of XO’s fiber network assets and LMDS regulatory approval from various governmental agencies and spectrum is also expected to be a significant enhancement to is expected to close in the first half of 2017. Verizon’s mobile wireless infrastructure going forward.

Bank Street Commentary Valuation . Despite the rumors flagging Verizon as the likely winner of The $1.8 billion valuation represents a multiple of 9.0x XO’s XO, its role in the transaction process was a question mark estimated run rate Adjusted EBITDA of approximately $200 given its lack of focus on the enterprise market. million. Verizon will have significant synergy potential . Going forward, it will be interesting to note whether (estimated by Verizon at a net present value in excess of $1.5 Verizon re-energizes its enterprise focus or alternatively billion) by eliminating duplicative overhead, migrating off-net focuses on leveraging XO’s assets for wireless backhaul. XO tail circuits onto its own network and using XO’s network . XO had been particularly aggressive in certain inter-city for transport and termination as well as backhaul for macro and metro transport routes, so the acquisition by Verizon and small cell mobile sites. is likely rationalize price competition to some degree. . The transaction serves to further enhance the scarcity and Transaction Value (TV): $1.8 billion strategic value of the relatively limited number of LQA Adjusted EBITDA: $200 million remaining independent fiber network operators in the U.S. TV/LQA Adjusted EBITDA: 9.0x

Source: Verizon, XO Communications, Bank Street Estimates 30 CS&L to Acquire PEG Bandwidth On January 7, 2016, Communications Sales & Leasing, Inc. (“CS&L”) (NASDAQ:CSAL) announced that it had executed an agreement to acquire PEG Bandwidth, LLC (“PEG”) from affiliates of Associated Partners, L.P. (“Associated Partners”) for a total consideration of $450 million, inclusive of cash, stock and the assumption of certain capital lease obligations of PEG.

Overview Transaction Rationale With the deal for PEG, CS&L makes its first acquisition since The transaction adds substantial fiber network infrastructure its spinoff from Windstream in April 2015 acquiring the with 14,900 route miles (3,800 owned) in critical geographies backhaul-focused bandwidth infrastructure provider with while establishing a new operating platform for CS&L to network infrastructure across the Northeast/Mid-Atlantic, facilitate additional bandwidth infrastructure M&A activity Illinois and South Central U.S. Under the terms of the and fuel organic growth. In addition to establishing a new agreement, CS&L will purchase all outstanding equity operating platform, CS&L will look to leverage the PEG interests of PEG with $315 million of cash, one million business to deploy success-based capital across PEG’s shares of newly issued common stock, the issuance of verticals of focus – Fiber-to-the-Tower, Enterprise and E-rate. 87,500 shares of convertible preferred stock and the PEG, which will be acquired and operated as a Taxable REIT assumption of PEG’s capital leases. CS&L expects to finance Subsidiary (“TRS”) will retain its brand and operate as a the transaction with existing revolving credit capacity. standalone business post closing.

Bank Street Commentary Valuation . The deal validates CS&L as a new and potent acquiror in The $450 million valuation for PEG represents a multiple of the bandwidth infrastructure sector, a stated goal of CS&L 12.9x PEG’s preliminary 4Q 2015 annualized adjusted EBITDA since its 2015 spinoff from Windstream. of $35 million. . The valuation multiple of 12.9x LQA EBITDA continues the trend of robust valuations for assets of scale within the bandwidth infrastructure sector. . Following the announcement, CS&L stock closed the day Transaction Value (TV): $450 million up 4.8%, displaying investors’ positive reaction to its first LQA Revenue: $80 million announced M&A transaction. LQA Adjusted EBITDA: $35 million . As a new significant equity holder in the Company, Associated Partners will gain a board seat at CS&L TV/LQA Revenue: 5.6x following the closing of the transaction. TV/LQA Adjusted EBITDA: 12.9x

Source: CS&L, Bank Street Estimates 31 CityFibre Acquires KCOM’s UK Network Assets On December 14, 2015, CityFibre Infrastructure Holdings, Plc. (AIM:CFHL) (“CityFibre”) announced that it had entered into an agreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group, Plc. (LSE:KCOM) (“KCOM”) for a total consideration of £90.0 million.

Overview Transaction Rationale Under the terms of the transaction, CityFibre will acquire With the acquisition of KCOM’s national bandwidth approximately 2,200 route km of metro and long haul fiber infrastructure assets (excluding Hull and East Yorkshire assets infrastructure across the UK. CityFibre will provide KCOM which KCOM will retain), CityFibre will increase its existing with access to the acquired infrastructure for a term of up to 600+ route km metro fiber footprint by approximately 1,100 15 years, subject to a minimum term of five years and route km in 24 markets, including 21 new markets, while minimum revenue of £5.0 million per year. CityFibre has adding 1,100 route km of long haul infrastructure connecting secured financing of £180.0 million to facilitate the key POPs across the country. Following the acquisition, acquisition and other organic initiatives, comprised of £80.0 CityFibre will have a national presence across 36 metro million of new equity and a £100.0 million credit facility. The markets with a footprint capable of reaching an estimated deal is subject to shareholder approval and is expected to 14% of the UK market. CityFibre will look to monetize the close in early 2016. new assets primarily through its wholesale dark fiber model.

Bank Street Commentary Valuation . This deal significantly expands CityFibre's UK footprint, The purchase price of £$90 million represents a multiple of adding dense metro assets as well as intercity fiber to approximately 22.5x 2016 estimated EBITDA. KCOM will pay connect its various metro fiber deployments. CityFibre £5.0 million annually to support existing . The acquisition creates a new national dark fiber provider commitments and transfer £1.0 million in costs for a net cost serving the carrier wholesale arena, and establishes a of £4.0 million per year. credible alternative to BT Openreach across the UK. . With the deal, CityFibre has effectively found an anchor Transaction Value (TV): £$90.0 million customer in KCOM while expanding is addressable market 2016E Revenue: £$5.0 million opportunity and accelerating its national buildout plans. . Together with the acquisition, CityFibre announced that its 2016E EBITDA: £$4.0 million new funding has provided it with the opportunity to TV/ 2016E Revenue: 18.0x expand coverage to 5 markets across the UK. TV/2016E EBITDA: 22.5x

Source: CityFibre, Bank Street Estimates 32 Zayo Acquires Allstream for C$465 Million On November 23, 2015, Zayo Group Holdings, Inc. (“Zayo”) announced that it had entered into a definitive agreement to acquire Allstream, Inc. (“Allstream”) for C$465 million. Allstream is a wholly owned subsidiary of MTS, Inc. (“MTS”), Canada’s fourth largest telecommunications provider.

Overview Transaction Rationale Under the terms of the definitive agreement Zayo will The transaction will position Zayo as the only pan- acquire MTS’s commercial services subsidiary, Allstream, for U.S./Canada bandwidth infrastructure provider and add a C$465.0 million. Zayo is primarily interested in Allstream’s new network platform in a new geography to spur organic bandwidth infrastructure and colocation assets, comprised of and inorganic growth. Zayo plans to replicate its current 9,000 route km of metro fiber, 20,000 route km of long-haul organizational model in Canada, forming a Zayo Canada network connecting all major Canadian markets with 10 U.S. business unit to focus on fiber and colocation while creating network POPs, and colocation space in Toronto, Montreal two other business units to house Allstream’s voice and and Vancouver. Zayo anticipates funding the transaction with small business revenue bases. The company anticipates that a combination of cash on hand and current capacity under its Zayo Canada will have approximately C$300 million of revolving credit facility. The transaction is expected to close revenue while Voice and Small business will have revenues of in the first quarter following regulatory approval. C$200 million and C$100 million respectively.

Bank Street Commentary Valuation . The transaction represents Zayo’s 36th acquisition, but is The C$465 million valuation for Allstream represents a unique in terms of its complexity, with both a new market multiple of 4.7x pre-synergy 2015E EBITDA of C$100 million entry and only 50% infrastructure revenue composition. and 4.5x MTS reported 3Q segment EBITDA before . The deal is the first telecom acquisition in Canada by a restructuring costs annualized. U.S. buyer in this cycle, and follows the July 2012 Telecom Act amendment lifting foreign ownership restrictions. . MTS had been seeking buyers for Allstream since 2012, Transaction Value (TV): C$465.0 million and previously reached agreement with Egyptian investor LQA EBITDA: C$103.2 million Accelero in May 2013 before regulators blocked the deal. 2015E EBITDA: C$100.0 million . While the acquisition will significantly expand Zayo’s network reach and addressable market in North America, TV/LQA EBITDA: 4.5x it also brings execution risk at a level not yet seen by Zayo. TV/2015E EBITDA: 4.7x

Source: Zayo Investor Relations, Bank Street Estimates 33 Lightower Fiber Acquires Fibertech Networks On August 13, 2015, Lightower Fiber Networks (“Lightower”) and Fibertech Networks (“Fibertech”) announced the closing of their merger. The all-cash transaction values Fibertech at $1.9 billion and creates a bandwidth infrastructure pure-play with over 30,000 route miles of fiber in the Northeast, Mid-Atlantic and Midwest.

Overview Transaction Rationale With the transaction, Lightower merges with Rochester- The transaction for Fibertech establishes Lightower with a based Fibertech, buying out Fibertech’s current financial leading market position in the Eastern and Central U.S., sponsor Court Square, and significantly enhancing scale adding Fibertech’s 12,000 route mile fiber network serving through the addition of highly-complementary network more than 7,000 on-net locations in 30 tier 2 and tier 3 assets. The all-cash transaction values Fibertech at $1.9 markets. With the deal, Lightower significantly enhances its billion and was funded through a combination of debt and Fiber-to-the-Tower business with Fibertech currently serving equity from existing Lightower investors Berkshire Partners, over 4,000 cell sits with its fiber-only network infrastructure. Pamlico Capital and ABRY Partners. The combined company Pro forma for the transaction, the combined company will will be led by current Lightower CEO, Rob Shanahan, and will own and operate over 30,000 route miles of fiber connecting serve customers across a service footprint roughly double nearly 5,000 wireless towers and close to 13,000 on-net the size of each independent company. service locations in the Northeast, Mid-Atlantic and Midwest.

Bank Street Commentary Valuation . The deal announcement came 28 months after the $2 The $1.9 billion valuation for Fibertech represents a multiple billion merger of Lightower and Sidera at the end of 2012 of 12.8x Fibertech’s 2015E EBITDA of $148 million. The deal led by Berkshire with participation from Pamlico and ABRY. was funded with $700 million of equity from Lightower’s . The deal represents a highly successful exit with an investor group and $1.2 billion of debt. Lightower’s leverage estimated 6.0x return on invested equity for Court Square, was approximately 7.0x EBITDA at closing. which acquired Fibertech in 2010 for $535 million. . With pro forma EBITDA likely to exceed $400 million, Transaction Value (TV): $1.9 billion Lightower will be of sufficient scale to look to the public 2014A EBITDA: $125 million equity markets following the successful Zayo IPO. 2015E EBITDA: $148 million . We view this deal as positive for the bandwidth infrastructure M&A backdrop as it creates a new pure-play TV/2014A EBITDA: 15.2x of scale that will likely be acquisitive going forward. TV/2015E EBITDA: 12.8x

Source: Fibertech Networks, Lightower Fiber, Bank Street Estimates 34 Crown Castle Acquires Sunesys for $1 Billion On August 4, 2015, Crown Castle International Corp. (NYSE:CCI) (“Crown Castle”) announced that it had completed the acquisition of Quanta Fiber Networks, Inc. (“Sunesys”) from Quanta Services, Inc. (NYSE:PWR) (“Quanta”). The all-cash deal valued Sunesys at approximately $1.0 billion.

Overview Transaction Rationale With the $1.0 billion deal, Crown Castle acquires Sunesys, The acquisition of Sunesys more than doubles Crown Castle’s the wholly owned bandwidth infrastructure subsidiary of fiber footprint with the pro forma company owning or having engineering and construction firm Quanta, that owns and rights to more than 16,000 route miles of fiber following the operates nearly 10,000 route miles of fiber infrastructure in transaction. The acquisition is expected to further strengthen major metropolitan markets across the United States, Crown Castle’s leading market position in the deployment of including Los Angeles, Philadelphia, Chicago, Atlanta, Silicon small cell networks, significantly accelerating its attack on a Valley, and northern New Jersey, with approximately 60% of market opportunity of greater than 3,500 small cell fiber miles located in the top 10 basic trading areas. The deal opportunities on or near Sunesys fiber. The Sunesys network was subject to certain limited adjustments and Crown Castle is highly complementary to Crown Castle’s existing fiber expects the acquisition to be immediately accretive to assets with infrastructure overlap estimated at less Adjusted Funds from Operations (“AFFO”) per share. than 2.0%.

Bank Street Commentary Valuation . The deal is Crown Castle’s third fiber acquisition in the last The $1.0 billion valuation for Sunesys represents a multiple seven months, following smaller deals for 24/7 Mid- of 16.0x EBITDA expected under Crown Castle’s ownership of Atlantic Network and Access Fiber Group. the business. Of note, Crown Castle’s projections are lower . While specific market needs were likely the impetus for than the current run rates for Sunesys, so we assume that the two previous deals, the Sunesys acquisition signals a they are intending to discontinue certain operations. laser-like focus by Crown Castle on small cell deployments. . Crown Castle currently derives 7% of site rental revenues Transaction Value (TV): $1.0 billion from nodes fed by its own fiber, a figure expected to 2015E Revenue: $108 million dramatically increase over time. 2015E EBITDA: $63 million . The transaction solidifies the introduction of a new class of buyers for mature bandwidth infrastructure pure-plays, TV/2015E Revenue: 9.3x adding to an already robust buyer universe. TV/2015E EBITDA: 16.0x

Source: Crown Castle, Quanta, Bank Street Estimates 35 Windstream Completes CS&L Spinoff On April 24, 2015, Communications Sales & Leasing, Inc. (Nasdaq: CSAL) (“CS&L”) announced its formation as a public company with the completion of its spinoff from Windstream Holdings, Inc. (“Windstream”). The first of its kind real estate investment trust’s stock commenced trading on April 27, 2015.

Overview Transaction Rationale With the transaction, Windstream completed the spinoff of The spinoff enhances flexibility for Windstream, reducing its assets primarily comprised of its fiber and copper network debt load by approximately $3.5 billion and increasing free infrastructure to CS&L, which will lease use of the assets to cash flow with the goal of accelerating broadband Windstream through a triple-net, exclusive lease with an investments and pursuing additional growth opportunities to initial rent payment of $650 million per year. Windstream will better serve customers. In addition to optimizing capital operate and maintain the assets and continue to deliver structure for Windstream, the transaction better positions communications services to its customers. Under the terms both Windstream and CS&L to pursue growth through of the deal, Windstream distributed approximately 80.1% of incremental capital investment and acquisitions. Windstream CS&L shares to Windstream shareholders with shareholders retained a 19.9% ownership in CS&L which it may sell down receiving one share of CS&L for every five shares of over time to generate incremental proceeds in excess of Windstream held in a tax free distribution. $800 million at the current market pricing.

Bank Street Commentary CS&L Valuation . The transaction is the first of its kind for bandwidth CS&L closed its first week of trading at $29.97 per share, infrastructure assets, though not entirely new to the CIS representing total equity value of $4.5 billion and total sector (data centers, towers). enterprise value of $8.0 billion. CS&L’s pro forma leverage at . With the deal, Windstream and the REIT will be able to the time of spinoff was approximately 5.4x EBITDA. pursue varying strategic opportunities, ranging from a growth-focused service provider to a yield-focused REIT. . At the end of the first week of trading for CS&L, the Enterprise Value as of 5/1/15: $8.0 billion combined equity value of CS&L and Windstream had Pro Forma 2014 Revenue: $703 million increased by approximately $1.0 billion. Pro Forma 2014 EBITDA: $678 million . The transaction brings to the forefront a potentially valuable mechanism to unlock additional value for EV/Pro Forma Revenue: 11.4x bandwidth infrastructure assets. EV/Pro Forma EBITDA: 11.8x

Source: Communications Sales & Leasing 36 Tab 4. Capital Markets Backdrop

37 Capital Markets Commentary Bandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop, largely due to solid fundamentals, an active M&A market that evidences financial and strategic value, the maturation of the sector and growing appreciation of the business model. In spite of recent volatility, availability of debt capital remains at or near historic levels.

The public equity markets for Bandwidth Infrastructure companies have been volatile over the last several quarters. It was widely assumed that Lightower Public Equity would follow Zayo’s lead and pursue an IPO in 2016, but the company has presumably waited for a more stable backdrop.

In contrast with the volatility of the public markets, private equity investors remain consistent in their pursuit of platform investment opportunities in the Private Equity Bandwidth Infrastructure sector, seeking companies of all sizes with strong organic growth prospects and the potential for scale-building M&A.

The leveraged loan market has been the most remarkable story of this cycle as senior secured lenders have pushed the envelope both in terms of leverage Leveraged Loans multiples and cost of debt. Wireless backhaul contracts with investment-grade anchor tenants have been a big driver in improving debt market availability.

Similar to the contrast between public and private equity, the high yield markets remain relatively unappealing for small and mid-cap issuers by virtue High Yield of the demand for larger transaction sizes to provide trading liquidity. Another issue that favors leveraged loans over high yield is prepayment penalties.

Investors and lenders that believe in the fundamentals of the sector and the merits of a particular company are willing to fund into a wide array of scenarios, Use of Proceeds including organic growth, strategic acquisitions, refinancings, recapitalizations and dividends to shareholders.

38 2016 Bandwidth Infrastructure Equity Performance Bandwidth Infrastructure equities outperformed the S&P 500 in 2016 following a strong year in terms of M&A. Multiples are expected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for Bandwidth Infrastructure providers.

Verizon Competitive Carrier Index +12.3% 25.0% CS&L Oak Hill Acquires XO Acquires Acquires S&P 500 Index +9.5% February Tower Cloud Sovernet 20.0% 22nd June 20th August 9th Crown Castle Acquires 15.0% CS&L FiberNet Acquires PEG Oak Hill November Bandwidth Acquires 1st 10.0% January 7th Firstlight March 23nd Videotron 5.0% Acquires Fibrenoire 0.0% January 7th Windstream Acquires Cox Acquires EarthLink (5.0%) UPN November July 6th 7th (10.0%) TPG Zayo Acquires Oak Hill Partners Acquires CenturyLink ELI Acquires (15.0%) Acquires Axia Grande Acquires November Oxford NetMedia August 15th Level 3 30th July 7th March 9th October 31st (20.0%) Jan-16 Feb-16 Mar-16 Apr-16 May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16

Competitive Carrier S&P 500 Index

Note: The Network Services Index is equal-weighted and includes AXX, CCOI, CNSL, CSAL, ELNK, FSNN, IQNT, LVLT, LMOS, TGO, TWER and ZAYO 39 Public Market Trading Valuation Multiples Public market valuations for comparable companies have been driven by each company’s EBITDA growth rate and margin profile with further focus on business model, market position, operating leverage and free cash flow profile as the key valuation drivers. Public multiples have remained strong through 1Q 2017, driven by tailwinds such as growing demand for bandwidth.

12.0x TEV / 2017E Revenue 9.4x 9.0x

5.6x 6.0x 4.8x 2017E Average: 4.6x 3.8x 3.8x 3.7x 3.0x 1.4x

0.0x Uniti Zayo Cogent Lumos Consolidated Level 3 Terago

15.0x 13.9x TEV / 2017E EBITDA 11.2x 12.0x 10.8x 10.3x 2017E Average: 9.7x 8.7x 9.0x 8.2x

6.0x 5.0x

3.0x

0.0x Cogent Uniti Zayo Level 3 Consolidated Lumos Terago

Bandwidth Infrastructure Diversified Competitive Carrier

Note: TEV calculated based on most recent available balance sheet data and stock prices as of 4/10/2017 Source: Company filings and Wall Street Estimates. 40 Competitive Carrier Financings Debt financing volume for the sector was strong in 2016, totaling $9.5 billion following $16.8 billion in 2015 and $13.2 billion in 2014 as issuers refinanced to extend maturing debt and M&A activity increased. Equity investments in the sector were over $500 million in 2016 following $1.5 billion in 2015. Debt Financing by Year ($ in mm) Debt Financing - Use of Proceeds by Year

$18,000 $16,839 100% 2% 8% 10% 2% 9% $16,000 12% 1% $13,461 17% $14,000 80% 42% 60% $12,000 $10,483 $10,315 $9,819 60% 64% $10,000 60% 84% $8,000 40% 26% $6,000 $5,037 49% 20% 40% $4,000 21% 25% 12% 9% $2,000 0% $- 2011 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 2017 Acquisition Refinancing Organic Growth Dividend

Equity Financing by Year ($ in mm) Equity Financing - Use of Proceeds by Year $1,800 100% $1,528 13% $1,378 10% 29% $1,500 80% 46% 70% 63% $1,200 60% 100% $900 40% $612 $621 77% 64% $561 48% $600 20% 30% 37% $300 $105 0% 6% 7% $- 2011 2012 2013 2014 2015 2016 2012 2013 2014 2015 2016 2017 Acquisition Refinancing Organic Growth Notes: Data based on company SEC filings, industry sources and Bank Street research. 41 Competitive Carrier Equity Financing Activity Equity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generated sufficient cash flow to fund organic growth initiatives through the debt capital markets. Additionally, much of the private equity investment in the sector has come in the form of outright acquisitions.

Date Company Transaction Size Counterparty Use of Funds

02/20/17 Telxius €1,300.0 MM KKR Organic Growth

09/02/16 CS&L $250.0 MM Public Markets Organic Growth

07/05/16 Urban Communications C$5.0 MM GC Capital Organic Growth

06/17/16 Superloop A$35.0 MM Public Markets Organic Growth

06/15/16 CS&L $263.4 MM Searchlight Capital Partners Organic Growth

01/25/16 Olive Communications €15.3 MM Business Growth Fund and Barclays Organic Growth/Refinancing

09/10/15 Everstream $50.0 MM M/C Partners, J.P. Morgan Organic Growth/Refinancing

08/05/15 Lumos Networks $150.0 MM Pamplona Capital Organic Growth

06/11/15 TeraGo $10.0 MM Public Markets Organic Growth

04/21/15 Perseus $20.5 MM Goldman Sachs Organic Growth

03/30/15 Interoute NA Aleph Capital Partners, Crestview Partners Organic Growth

03/17/15 Zayo $519.7 MM Public Markets Acquisition/Refinancing

03/11/15 Lumos Networks $27.5 MM Public Markets Secondary

03/04/15 Hong Kong Broadband Network $750.0 MM Public Markets Organic Growth

12/05/14 GTT $41.6 MM Public Markets Acquisition

10/17/14 Zayo Group $400.0 MM Public Markets Refinancing

08/19/14 Digiweb (Viatel) $156.0 MM Proventus Capital Partners Organic Growth

05/14/14 GTT $23.3 MM Public Markets Organic Growth

11/14/13 Lumos Networks $50.2 MM Public Markets Refinancing

04/24/13 Tower Cloud $18.0 MM Florida Opportunity Fund, Sutter Hill, El Dorado, Knology, Ballast Point, et. al. Organic Growth

03/28/13 GTT $6.7 MM Various Acquisition

02/05/13 Towerstream $30.0 MM Public Markets Organic Growth

12/31/12 LodgeNet Interactive $60.0 MM Colony Capital Syndicate Refinancing

11/13/12 Digiweb $18.5 MM Quay Ventures Organic Growth 42 Competitive Carrier Leveraged Loan Financing Activity The leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flow profiles that have tapped the markets to refinance debt or to fund organic growth initiatives, special dividends and strategic acquisitions. Recent issuers include Level 3, CS&L, Windstream and Zayo.

Interest Rate Pro Forma Facility Corporate Purpose Comment Date Borrower Sponsor Amount/Type Term Loan Revolver Maturity Leverage Ratings Ratings

02/09/17 Level 3 Not Sponsored $4,610.0 MM Term Loan B L+225 NA Feb-24 NA BBB-/Ba1 BB/Ba3 Refinancing

02/01/17 Windstream Not Sponsored $580.0 MM Term Loan L+325 NA Feb-24 NA BB/B1 B+/B1 Refinancing

01/31/17 CS&L Not Sponsored $2,129.0 MM Term Loan B L+285 NA Oct-22 NA BB-/B1 B+/B2 Refinancing

$2,000.0 MM Term Loan B L+250 Jan-24 BB-/Ba2 01/06/17 Zayo Not Sponsored NA 5.5x B/B2 Acquisition/Refinancing $500.0 MM Term Loan B-1 L+200 Jan-21 BB-/Ba2

12/12/16 Consolidated Not Sponsored $935.0 MM Add-On Term Loan B L+300 NA Dec-23 3.8x BB-/Ba3 B+/B1 Acquisition

11/29/16 GTT Communications Not Sponsored $700.0 MM Term Loan B L+400 NA Nov-23 4.5x B+/B1 B+/B2 Acquisition

11/03/16 Lightower Berkshire Partners $290.0 MM Add-On Term Loan B L+325 NA Apr-20 NA B/B1 B/B2 Refinancing

09/13/16 Consolidated Not Sponsored $1000.0 MM Term Loan B L+300 NA Sep-23 4.3x BB-/Ba3 B+/B1 Refinancing

09/12/16 Windstream Not Sponsored $147.0 MM B-6 Term Loan L+400 NA Mar-21 NA BB/B1 B+/B1 Refinancing

07/14/16 Zayo Not Sponsored $361.0 MM B-2 Term Loan L+275 NA May-21 NA BB–/Ba2 B/B2 Refinancing

$125.0 MM Revolving Credit Facility 06/30/16 Earthlink Not Sponsored NA L+325 Jun-21 2.1x NR/NR NR/NR Refinancing $50.0 MM Delayed Draw Term Loan $399.0 MM Term Loan Oct-22 06/16/16 GTT Communications Not Sponsored L+475 L+425 4.6x B+/B2 B+/B2 Refinancing $50.0 MM Revolving Credit Facility Oct-20

04/21/16 GTT Communications Not Sponsored $30.0 MM Term Loan B L+525 NA Oct-22 4.0x B+/B2 B+/B2 Refinancing

03/15/16 Windstream Corp Not Sponsored $600.0 MM B-6 Term Loan L+500 NA Mar-21 1.2x/3.9x BB/B1 B+/B1 Refinancing

01/12/16 Zayo Not Sponsored $400.0 MM B-2 Term Loan L+350 NA May-21 4.3x BB-/Ba2 B/B2 Acquisition

$800.0 MM Term Loan NA 11/17/15 Cable & Wireless Not Sponsored NA L+475 4.1x BB-/Ba2 BB-/Ba2 Acquisition $570.0 MM Revolver May-21 $400.0 MM B Term Loan Oct-22 B+/B2 10/16/15 GTT Communications Not Sponsored L+525 L + 475 4.0x B+/B2 Refinancing/Acquisition $50.0 MM Revolver Oct-20 NA $485.0 MM A-1 Term Loan L+225-300 Sep-20 09/09/15 Shentel Not Sponsored $400.0 MM A-2 Term Loan L+225-300 NA NR/NR NR/NR Refinancing/Acquisition L+250-325 Sep-22 $75.0 MM Revolver $75.0 MM Add-On Revolver L+325 B/B1 07/21/15 Lightower Fiber Networks Berkshire Partners $829.0 MM First-Lien Term Loan L+375 Apr-20 ~6.0x B/B2 Acquisition L+675 CCC+/Caa1 $156.5MM Second-Lien Term Loan

05/26/15 AcquaComms Not Sponsored Senior Notes NA NA NA NA NR/NR NR/NR Organic Growth

$673.0 MM First-Lien Term Loan L+425 Feb-20 B+/B2 05/01/15 Integra Telecom Searchlight, Tennenbaum NA ~4.5x B+/B3 Refinancing $123.0 MM Second-Lien Term Loan L+850 Aug-20 B-/Caa2

43 Competitive Carrier High Yield Financing Activity Fixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond market primarily to refinance bank and bond debt and extend maturities, while taking advantage of historically low yields. Recent issuers include CS&L, GTT and Zayo.

Pro Forma Pricing Issue Corporate Date Borrower Sponsor Amount (MM) Issue Leverage Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment

01/12/17 Zayo Not Sponsored $800 Senior Notes 5.4x 100.00 5.750% 5.750% Jan-27 B/B3 B+/B2 Acquisition

12/12/16 CS&L Not Sponsored $400 Senior Notes 6.2x 100.00 7.125% 7.125% Dec-24 B-/Caa1 B+/B2 Organic Growth

12/08/16 GTT Not Sponsored $300 Senior Notes 5.6x 100.00 7.875% 7.875% Dec-24 B-/Caa1 B+/B2 Acquisition

11/28/16 Cogent Not Sponsored $125 Senior Notes 4.6x 100.38 5.375% 5.290% Mar-22 B+/B1 B+/B3 Refinanacing

09/16/16 Cincinnati Bell Not Sponsored $425 Senior Notes 3.7x 100.00 7.000% 7.000% Jun-24 B/B3 B/B2 Refinancing

Add-on Senior 06/09/16 CS&L Not Sponsored $150 5.7x 99.25 6.000% 6.134% Aug-23 BB-/B1 B+/B2 Refinancing Notes

04/01/16 Zayo Not Sponsored $550 Senior Notes NA 97.76 6.375% 6.707% May-25 B-/Caa1 B/B2 Refinancing

03/22/16 CenturyLink Not Sponsored $1,000 Senior Notes 2.9x 100.00 7.500% 7.500% Apr-24 BB/Ba3 BB/Ba2 Refinancing

03/08/16 Level 3 Not Sponsored $775 Senior Notes 3.5x 100.00 5.250% 5.250% Mar-26 B/B1 B/B1 Refinancing

01/13/16 Telecom Italia Not Sponsored € 750 Senior Notes NA 99.63 3.625% 3.679% Jan-24 NR/NR BB+/Ba1 Refinancing

10/29/15 Level 3 Not Sponsored $900 Senior Notes 3.9x 100.25 5.375% 5.375% Jan-24 B/B1 BB-/Ba3 Refinancing

08/04/15 Cable & Wireless Not Sponsored $750 Senior Notes NA 98.64 6.875% 7.125% Aug-22 B/Ba3 BB-/Ba2 Refinancing

Add-on Senior 06/04/15 Consolidated Communications Not Sponsored $300 NA 98.26 6.500% 6.804% Oct-22 B-/B3 B+/B1 Refinancing Notes

05/01/15 Zayo Not Sponsored $350 Senior Notes 4.9x 100.00 6.375% 6.375% May-25 B-/Caa1 B/B2 Refinancing

$1,110 Senior Notes 97.06 8.250% 8.750% Oct-23 B/B3 04/16/15 CS&L Not Sponsored 3.9x/5.7x BB-/B1 Refinancing $400 Secured Notes 100.00 6.000% 6.000% Apr-23 BB/Ba3

04/15/15 WaveDivision Oak Hill $125 Senior Notes NA 106.00 8.250% 6.769% Sep-20 CCC+/Caa1 B/B3 Organic Growth

$700 Senior Notes 100 5.125% 5.125% May-23 B/B3 04/14/15 Level 3 Not Sponsored 3.7x BB Refinancing $800 Senior Notes 100 5.375% 5.375% May-25 B/B3

03/12/15 CenturyLink Not Sponsored $500 Senior Notes 3.1x 100.00 5.625% 5.625% Apr-25 BB/Ba2 BB/Ba1 Refinancing

Add-On Senior 03/04/15 Zayo Not Sponsored $730 5.3x 101.00 6.000% 5.796% Apr-23 CCC+/Caa1 B/B2 Refinancing Notes

02/10/15 Cogent Not Sponsored $250 Secured Notes 4.5x 100.00 5.375% 5.375% Mar-22 B+/B1 B+/B3 Refinancing

01/20/15 Zayo Not Sponsored $700 Senior Notes 5.3x 100.00 6.000% 6.000% Apr-23 CCC+/Caa1 B/B2 Acquisition

44 Appendix. Bank Street Overview

45 Bank Street Overview Bank Street is a boutique investment bank providing a comprehensive array of corporate finance services focused on middle- market companies in growth industries, including the communications infrastructure and services (CIS) sector. We lever our extensive transaction experience and industry knowledge to yield outstanding results for our clients.

Bank Street has a cohesive team comprised of senior professionals with more Team than 300 years of collective experience from the senior ranks of many of the leading investment banking firms on Wall Street.

Bank Street’s senior professionals have led the origination, structuring and Experience execution of more than 1,000 financial and strategic transactions valued in excess of $500 billion over the span of their careers.

Bank Street’s service portfolio is tailored to the needs of its corporate and Services institutional clients, offering exceptional depth of capability in M&A advisory, debt and equity private placement, and restructuring.

Bank Street is focused on the Communications Infrastructure and Services (CIS) Sector Focus sector as a core practice area that levers our team’s deep industry domain expertise and substantial transactional experience and execution capability.

Bank Street has consistently delivered outstanding results for our clients across Results all of our product lines and industry groups, a fact well evidenced by the number of firms for which we’ve executed multiple transactions.

46 The Bank Street CIS Team Bank Street brings together a cohesive group of professionals with substantial expertise, relationships and transaction experience in the Communications Infrastructure and Services (CIS) sector. These capabilities will be brought to bear in a focused manner to deliver strong transaction execution for our clients.

Senior Leadership CIS Investment Banking

Richard S. Lukaj Lawrence J. Askowitz J. Peter Beckett Gardner L. Grant Senior Managing Director Managing Director Managing Director Managing Director (203) 252-2801 (203) 252-2804 (203) 252-2814 (203) 252-2815 [email protected] [email protected] [email protected] [email protected]

Amy Seach Johnson Jon Vanden Heuvel Kevin Chu James H. Henry Managing Director Managing Director Director Senior Managing Director (203) 252-2803 (203) 252-2811 (203) 252-2808 (203) 252-2802 [email protected] [email protected] [email protected] [email protected]

47 Bank Street Services The Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger and acquisition advisory services, private placements of equity, debt, mezzanine and asset backed securities, as well as restructuring and general advisory services.

Mergers & Acquisitions

Exclusive Sales Buy-Side Advisory Strategic Alternatives Public-to-Private Transactions

General Advisory Capital Markets

Fairness Opinions Private Equity Valuations Senior Debt Competitive Analysis Mezzanine Asset Backed

Restructuring

Pre-Packaged Bankruptcy Chapter 11 363 Auction Sale Debt Restructuring Committee Advisory Turnaround Plans

48 CIS Sector Focus Bank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our senior professionals are recognized as industry and product experts in their respective disciplines. Our CIS investment banking group levers our team’s deep industry domain expertise and substantial transactional experience and execution capability.

. Bank Street provides pervasive company and industry coverage of the CIS ecosystem ranging from the data centers, fiber networks, and wireless towers that provide the underlying foundation of the industry to the companies that lever that infrastructure in combination with hardware and software to deliver a broad array of managed services to end users.

. Bank Street’s senior professionals are recognized as industry and product experts in their respective disciplines. Our team members have been interviewed by media outlets including Business Week, CNN, CNBC, Forbes, Fortune, The New York Times, and The Wall Street Journal, and featured as speakers at industry conferences such as CompTel, Metro Connect, and the National Association of Regulatory Commissioners.

. Bank Street publishes briefings for its clients such as CIS Weekly that are read by more than 2,000 subscribers, including industry executives, institutional investors and senior lenders. We are on the leading edge of news flow in key competitive, financial, strategic and technological developments across all of the sub-sectors of the Communications Infrastructure and Services industry.

49 Extensive Practice Reach Bank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the active coverage efforts and longstanding relationships of our principals with companies in our key industry sectors. Bank Street’s reach extends far beyond North America into Asia, Europe, Latin America and the Middle East.

Seattle

Portland Boston Minneapolis Madison Rochester Stamford New York Metro Cedar Falls Akron Chicago Philadelphia Sacramento Salt Lake City Washington, DC San Francisco Denver Kansas City Louisville Las Vegas Charlotte Los Angeles Phoenix Little Rock San Diego Atlanta Dallas Monroe

Austin Orlando Honolulu San Antonio Houston Tampa Ft. Lauderdale Miami Bank Street Headquarters Bank Street Engagements

50 Recent Bank Street Transactions Bank Street has worked with a number of leading companies across our industry coverage sectors. The firm’s engagements have included Sell-Side and Buy-Side M&A, Debt & Equity Capital Introduction, and General Financial Advisory services. We hold leading market share for transactions in the communications infrastructure and services sector.

February 2017 January 2017 January 2017 January 2017

Sale to CITIC Telecom Sale to Carlyle Group $610 MM Sale to Sale to Lumos Networks GTT Communications

October 2016 September 2016 August 2016 May 2016

Strategic Investment from Sale to Oak Hill Strategic Business Separation $165 MM Senior Secured Cox Communications Debt Financing

May 2016 May 2016 February 2016 January 2016

IT Services Business Unit

Sale to Zelnick Media Capital Strategic Investment in Fortifi Sale to Synoptek Merger with TNCI

51 Bank Street Named Top Metro Advisor Capacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting the award for “Best Metro Advisor - Financial Institution” at the inaugural Metro Connect Awards in Miami, FL. A panel of telecom analysts, industry experts and the senior editorial team at Capacity Magazine independently judged the awards.

"It is a great honor to have our firm acknowledged at the inaugural Capacity Media Metro Connect Awards. We extend our thanks to our clients for entrusting their critical financial and strategic transactions to our firm for more than a decade and to the Capacity Media Awards panel of judges for recognizing the results that we have consistently delivered for those clients.”

Richard S. Lukaj Senior Managing Director Bank Street Group

“We have built our practice around the communications infrastructure and services (CIS) sector with a team of senior professionals that distinguish themselves with deep domain expertise and unmatched transaction experience. We remain highly active in the bandwidth ecosystem and look forward to serving companies in this vibrant sector for many years to come.”

James H. Henry Senior Managing Director Bank Street Group

52 Linx Telecommunications On February 2, 2017, CITIC Telecom International CPC Limited ("CITIC Telecom CPC"), announced it had finalized the acquisition of the telecommunication business of Linx Telecommunications B.V. (“Linx Telecommunications”). Bank Street served as exclusive financial advisor to Linx Telecommunications in connection with this transaction.

February 2017

“Bank Street exhibited a broad and deep knowledge of the telecommunications and data networking sector globally, which was critical to the success of our transaction. Linx Telecom has operations in Western and Central Europe, the Linx Telecommunications Baltics, Russia, Georgia and Azerbaijan. Understanding the universe of potential counterparties and finding the ideal Has been acquired by strategic fit in CITIC Telecom was result of Bank Street’s long experience in this sector. There was additional deal complexity, as the Linx Telecom was a carve-out transaction, and Bank Street navigated those complexities and delivered a smooth execution of the deal.”

CITIC Telecom CPC Heiko Koop CEO We served as exclusive financial advisor to Linx Telecommunications Linx Telecommunications in connection with this transaction

53 CMC Network Pty Ltd. On January 31, 2017, The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd. (“CMC Networks”), a Pan-African provider of managed connectivity solutions for global telecoms providers. Bank Street acted as exclusive financial advisor to CMC Networks in connection with the transaction.

January 2017

"The investment by Carlyle will support our plans to accelerate CMC’s growth and allow us to leverage the benefits CMC Networks of our new partnership. Carlyle’s global presence, extensive portfolio and specialist expertise in this sector will bring Has received a majority investment from additional benefits in all areas of our targeted and strategic expansion plans.”

Grant Walker Founder & CEO CMC Networks The Carlyle Group

We served as exclusive financial advisor to CMC Networks in connection with this transaction

54 Clarity Communications Group On January 23, 2017, Lumos Networks Corp. (“Lumos Networks”), a fiber-based service provider in the mid-Atlantic region announced it had completed the acquisition of Clarity Communications Group (“Clarity”). Bank Street served as exclusive financial advisor to Clarity in connection with this transaction.

January 2017

“When we decided to pursue a sale of the company we had built over the last 15 years, Bank Street was the clear choice based on their leading track record in the bandwidth Clarity Communications Group infrastructure sector. Even more impressive was Bank Street’s deal execution. Their professionals worked seamlessly with Has entered into a definitive agreement our team to understand and convey our unique value to be acquired by proposition to potential buyers and swiftly execute a transaction with Lumos Networks that accomplished our goals for the company and our employees.”

Todd Peverall President & CEO Lumos Networks Corp. Clarity Communications Group We served as exclusive financial advisor to Clarity in connection with this transaction

55 Hibernia NGS Limited On January 9, 2017, GTT Communications, Inc. (“GTT”), a global cloud networking provider to multinational clients, announced it had completed the acquisition of Hibernia NGS Limited (“Hibernia”) for $610 million. Bank Street served as exclusive financial advisor to Hibernia in connection with this transaction.

January 2017

“GTT’s acquisition of Hibernia Networks provides great benefit to the entirety of our customer base as well as our two organizations. GTT gains world class global fiber assets, including ultra-low latency routes between key financial markets, as well as optical, low latency and content services, Hibernia NGS Limited and exceptional employees with a proven track record of network and commercial leadership, and exemplary customer Has entered into a definitive agreement service. Hibernia Networks clients around the world will to be acquired by benefit from the expansive reach of GTT’s Tier 1 IP network, the broader portfolio of products and services, improved scale, and the company’s expertise in delivering cloud networking solutions and managed services to multinational clients.”

GTT Communications, Inc. Bjarni Thorvardarson We served as exclusive financial advisor to CEO Hibernia in connection with this transaction Hibernia NGS Limited

56 Unite Private Networks On October 31, 2016, Cox Communications (“Cox”) announced that it had completed the strategic investment in Unite Private Networks LLC (UPN), a high-bandwidth, fiber-based communications network provider in the central United States. Bank Street served as exclusive financial advisor to UPN in connection with this transaction.

October 2016

Cox Communications, Inc. “Our relationship with Cox and Ridgemont will provide UPN with access to capital and an ability to leverage strategic Has agreed to make a strategic investment in insights and capabilities in order to accelerate our growth over the long-term. We are better positioned than ever to meet the growing demand among our customers for high- bandwidth fiber infrastructure solutions”

Kevin Anderson Chief Executive Officer Unite Private Networks LLC Unite Private Networks LLC

We served as exclusive financial advisor to UPN in connection with this transaction

57 FirstLight Fiber On September 8, 2016, FirstLight Fiber (“FirstLight”), a fiber-optic bandwidth infrastructure services provider, announced that Oak Hill Capital Partners (“Oak Hill”) had completed the acquisition of the company from Riverside Partners (“Riverside”). Bank Street served as exclusive financial advisor to FirstLight in connection with this transaction.

September 2016

“We got to know the Bank Street team well over the course of building FirstLight Fiber and engaged them to work with us on the sale of FirstLight Fiber because of their clear leadership in FirstLight Fiber the bandwidth infrastructure sector and proven track record in successfully executing transactions with both financial and Has entered into a definitive agreement strategic buyers. Bank Street’s knowledge of the industry to be acquired by dynamics and interested buyer universe allowed us to successfully execute a highly competitive process in a remarkably short time frame.“

Kurt Van Wagenen President & CEO Oak Hill Capital Partners FirstLight Fiber We served as exclusive financial advisor to FirstLight in connection with this transaction

58 Electric Lightwave On August 4, 2016, Integra Telecom Holdings, Inc. (“Integra”), announced that it is splitting into two stand-alone businesses, Electric Lightwave and Integra. This separation establishes Electric Lightwave as a pure-play, fiber-based network services company and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets.

August 2016

“To further align with our commitment to providing the most robust fiber-based services in the western U.S., Electric Integra Telecom Holdings, Inc. Lightwave will operate as an independent business with a singular focus. We are highly motivated to aggressively invest Has renamed itself Electric Lightwave and in and expand our network, and we are dedicated to providing our fiber-enabled customers with highly differentiated separated into two stand-alone businesses solutions that blend diverse and secure network routes, built- in reliability and unparalleled support.”

Marc Willency Chief Executive Officer Integra and Electric Lightwave Integra Telecom Holdings, Inc.

We served as exclusive financial advisor to Electric Lightwave in connection with this transaction

59 Hibernia NGS Limited On June 1, 2016, Hibernia NGS Limited (“Hibernia”) a leading provider of global, high speed telecommunications solutions, announced that it completed a $165 million debt refinancing. The proceeds will be used to pay down existing debt and provide incremental liquidity to fund organic and inorganic strategic initiatives in support of the company’s continued expansion.

June 2016

“We are delighted to have completed this landmark financing transaction for the company. Our new lending group comprise highly regarded financial institutions with operations and relationships spanning multiple markets globally, complementing Hibernia Networks’ expanding global reach. Hibernia Express (Ireland) Limited This transaction demonstrates the capital markets’ positive reception to our strong ongoing financial performance.”

Lloyd Jarkow $165,000,000 Chief Financial Officer Senior Secured Credit Facility Hibernia NGS Limited

We served as Arranger and exclusive financial advisor in connection with this transaction

60 Education Networks of America, Inc. On May 12, 2016, Zelnick Media Capital (“ZMC”), a leading media and communications private equity firm, announced that it had completed a majority investment in Education Networks of America, Inc. (“ENA”), a leading provider of Infrastructure as a Service (“IaaS”) solutions to schools and libraries.

May 2016

“ZMC’s investment will enable ENA to continue to deliver best in class infrastructure services and support to K–12 schools Education Networks of America, Inc. and libraries. ENA will undoubtedly benefit from ZMC’s active involvement and leadership as we accelerate our innovation Has been acquired by and growth by bringing new infrastructure services to market.”

David M. Pierce CEO Education Networks of America, Inc. Zelnick Media Capital

We served as exclusive financial advisor to ENA in connection with this transaction

61 opticAccess, LLC On October 13, 2015, Integra Telecom Holdings, Inc. (“Integra”), a provider of fiber-based, enterprise-grade networking, communications and technology solutions completed its previously announced acquisition of opticAccess, LLC (“opticAccess”). Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction.

October 2015

opticAccess, LLC "opticAccess has become a trusted provider to many leading enterprises, as well as regional, national and international Has been acquired by carriers with our unique routes along the West Coast and a high-touch customer service philosophy. Our network assets and business focus are well aligned with Integra, offering a solid fit to accelerate their growth throughout the region.”

Brady Adams Chief Executive Officer Integra Telecom Holdings, Inc. opticAccess, LLC

We served as exclusive financial advisor to opticAccess in connection with this transaction

62 W.L. Gore & Associates, Inc. On June 30, 2015, W.L. Gore & Associates Inc. (“Gore”), a diversified multi-national manufacturing company, announced the sale of its Fiber Network assets to PEG Bandwidth, LLC (“PEG Bandwidth”). Bank Street served as exclusive financial advisor to Gore in connection with this transaction.

June 2015

W.L. Gore & Associates, Inc. “The Bank Street team possessed strong industry expertise in Has sold its Fiber Network to the bandwidth infrastructure sector and extensive knowledge of the strategic landscape. Their deep knowledge coupled with their relationships has yielded a very positive outcome for both Gore and PEG Bandwidth.”

Dan Dombroski Corporate Development W.L. Gore & Associates PEG Bandwidth, LLC

We served as exclusive financial advisor to Gore in connection with this transaction

63 Cross River Fiber On October 31, 2014, Ridgemont Equity Partners (“Ridgemont”), a middle market buyout and growth equity investor, completed the acquisition of a majority interest in Cross River Fiber (“Cross River”), a regional provider of dark fiber and communications infrastructure-based services.

October 2014

"Bank Street has been a true partner to Cross River Fiber, Cross River Fiber providing us with great and insightful advice while delivering an outstanding outcome in our transaction process. From the Has been acquired by outset of our relationship, Bank Street spent the time to understand all of the nuances of our business and worked closely with us as we refined our goals and strategic thinking. Bank Street orchestrated a remarkably competitive process that resulted in a number of attractive transaction alternatives for our company.“

Enzo Clemente Ridgemont Equity Partners Chief Executive Officer Cross River Fiber We served as exclusive financial advisor to Cross River Fiber in connection with this transaction

64 Business Only Broadband, LLC On October 1, 2014, Windstream Corporation (“Windstream”) announced that it had acquired Chicago-based Business Only Broadband, LLC (“Business Only Broadband”), a fixed wireless enterprise services provider with operations in Chicago, New York City, northern New Jersey and Milwaukee. Terms of the transaction were not disclosed.

October 2014 “As a provider of high bandwidth networking services and diverse last mile access solutions utilizing fixed wireless technology, Business Only Broadband represented a compelling networking platform which could appeal to a variety of traditional communications services providers, Business Only Broadband, LLC cable companies and financial investors. However, given our unique infrastructure and value proposition, we needed an Has been acquired by advisor who could clearly understand our technology and articulate how best to integrate it into a broadband networking solution and the significant market opportunity that this business model represents. We also needed an advisor with the ability to effectively translate this into an attractive proposition for potential buyers. Bank Street’s deep understanding of all facets of the communications marketplace – technology, market opportunity and interested Windstream Corporation counterparties made them the clear choice as our partner for this assignment.” We served as exclusive financial advisor to BOB in connection with this transaction Alan Rosenberg Chief Executive Officer Business Only Broadband

65 Conterra Ultra Broadband Holdings, Inc. On July 1, 2014, Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra Broadband Holdings, LLC (“Conterra”). The buyout was financed through a combination of equity contributed by Court Square and Conterra’s senior management team. Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction.

July 2014

"Bank Street has built the premiere practice focused on the Conterra Ultra Broadband Holdings, Inc. Bandwidth Infrastructure sector and they were the natural choice as we selected an advisor for this milestone Has been acquired by transaction. The firm distinguished itself with the hands-on dedication of their team and the commitment of time and resources necessary to truly understand our business and objectives. Bank Street was able to design and execute a process that solved the goals of both senior management team and our shareholders in the optimal way.”

Steve Leeolou Chairman & CEO Court Square Capital Partners Conterra Ultra Broadband Holdings, Inc. We served as exclusive financial advisor to Conterra in connection with this transaction

66 Alpheus Communications, LLC On June 10, 2013, Alpheus Communications, LLC (“Alpheus”) completed a $135.0 million senior secured financing comprised of a $15.0 million revolving credit facility, $110.0 million term loan and $15 million delayed draw term loan. Bank Street acted as joint lead arranger and joint book runner for the transaction.

June 2013

“Bank Street’s unique industry knowledge and insight, Alpheus Communications, LLC combined with the team’s creativity and understanding of the credit markets, enabled Alpheus to structure and syndicate a Has completed a $135 million senior secured financing transaction which most effectively addressed the company’s capital requirements on an expedited basis.” $110 million Term Loan $15 million Delayed Draw Term Loan Scott Widham $10 million Revolving Credit Facility Chief Executive Officer Alpheus Communications, LLC

We acted as joint lead arranger in connection with this transaction

67 IP Networks, Inc. Level 3 Communications, Inc. (“Level 3”) acquired IP Networks, Inc. (“IP Networks” or the “Company”) on May 31, 2013. The acquisition of IP Networks provides Level 3 with metro-Ethernet, wide-area network, wireless backhaul and direct internet solutions in the San Francisco Bay Area utilizing Pacific Gas & Electric Company’s (“PG&E”) rights of way.

May 2013

“Bank Street was the clear choice as our strategic advisor due IP Networks, Inc. to their experience and proven expertise in the metro fiber sector. The firm's team organized a robust and competitive Has been acquired by sale process for IP Networks and successfully led the transaction through a complex multi-party negotiation and approval process that led to a great outcome for all of our constituents. With this transaction, Bank Street added to its strong track record of delivering results for its clients."

Charles W. Stewart Level 3 Communications, Inc. Vice President, Finance & Operations IP Networks, Inc. We acted as exclusive financial advisor to IP Networks in connection with this transaction

68 Hibernia Networks ehf On January 17, 2013, Hibernia Networks ehf (“Hibernia”) a provider of global capacity services, announced that it completed a $52.5 million debt refinancing. The proceeds of the refinancing were used to pay off existing indebtedness and will provide incremental liquidity for growth and for working capital.

January 2013

“This transaction represents the second successful debt placement that Bank Street has arranged for Hibernia and positions the company to continue on its strong growth trajectory at a substantially reduced cost of capital. Our management team enjoys working with the Bank Street team Hibernia Networks ehf who are professionals that have consistently proven their depth of knowledge and relationships across our industry and the capital markets, resulting in a strong partnership between our two firms.” $52,500,000 Senior Secured Debt Financing Bjarni Thorvardarson Chief Executive Officer Hibernia Networks ehf

We served as the sole placement agent in connection with this transaction

69 Black Rock Cable, Inc. WaveDivision Holdings, LLC (“Wave”) completed the acquisition of Black Rock Cable, Inc. (“Black Rock” or the “Company”) on January 10, 2013. Wave, a provider of triple play data, voice and television services to consumers and enterprises in the Pacific Northwest, will use the Black Rock network to augment its enterprise focused services in Washington.

January 2013

“From the outset, Bank Street offered an unparalleled understanding of our industry and all of the players – both strategic and financial – who were interested in a business like Black Rock Cable, Inc. Black Rock. They orchestrated a remarkably competitive process that elicited interest from fiber-based carriers, cable Has been acquired by companies, competitive local exchange carriers and financial sponsors, yielding half a dozen offers for the company. Throughout the process, the Bank Street team demonstrated the focused effort, transactional expertise and dedicated senior resource commitment necessary to achieve this terrific outcome for Black Rock.”

WaveDivision Holdings, LLC Bob Warshawer We acted as exclusive financial advisor to Chief Executive Officer Black Rock Black Rock Cable, Inc. in connection with this transaction

70 First Telecom Services, LLC Zayo Group, LLC (“Zayo”) announced the acquisition of First Telecom Services, LLC (“FTS” or the “Company”), a subsidiary of First Communications, Inc. (“First Communications”), on December 14, 2012. The acquisition of FTS marks Zayo’s 23rd acquisition within the communications sector since inception, and 6th acquisition in 2012.

December 2012

“We worked closely with the Bank Street team as our trusted advisor on a number of strategic initiatives over the past three First Telecom Services, LLC years and they were the clear choice when we decided to (A subsidiary of First Communications, Inc.) undertake a sale process for our FTS fiber network division. Bank Street organized a highly competitive process for FTS, Has been acquired by resulting in more than a dozen offers from financial and strategic players that culminated with the sale to Zayo for $110 million. Throughout the process, Bank Street demonstrated a deep understanding of our business and sector, the ability to reach a broad array of potential buyers, and the focused commitment and active involvement of their senior team.” Zayo Group, LLC Joseph R. Morris We acted as exclusive financial advisor to President First Communications First Communications, Inc. in connection with this transaction

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