Member FINRA | SIPC
Private amp Strictly Confidential
Northwest Telecommunications Association Spring Conference
2017 MampA Landscape amp Sector Strategic Outlook Presentation
April 13 2017
Table of Contents
2
Tab 1 Executive Summary
Tab 2 Sector Overview
Tab 3 MampA Backdrop
Tab 4 Capital Markets Backdrop
Appendix Bank Street Overview
3
Tab 1 Executive Summary
Bank Street Bandwidth Infrastructure PracticeBank Street offers Bandwidth Infrastructure providers a truly differentiated proposition based on our longstanding practice in theBandwidth Infrastructure sector the multi-disciplined experience of our team and the results that we have yielded for ourclients These capabilities are brought to bear in a focused manner to deliver successful transaction execution
4
Bank Streetrsquos team possesses deep domain expertisewith more than $100 billion of transaction activities inthe Bandwidth Infrastructure sector spanning twodecades from the inception of the sector through thecurrent generation of companies
Bank Street is a market leader in corporate financetransactions for Bandwidth Infrastructure companiesand has delivered industry firsts and precedent-settingvaluations on multiple occasions through the cyclesover the past decade
Bank Streetrsquos team is comprised of professionals withinvestment banking transaction expertise industryresearch and analysis capability as well as hands-onoperational experience
Bank Streetrsquos knowledge of the sector is also informedby our teamrsquos experience as principal investors ndash bothdirectly and as limited partners in private equity fundsndash which provides yet another valuable perspective onthe business
Bank Street offers a full range of capabilities forBandwidth Infrastructure companies and theirfinancial sponsors including MampA Advisory Debt andEquity Capital Markets Fairness Opinions andRestructuring
Bandwidth Infrastructure Sector Dashboard
5
$40+ BILLIONin announced MampA deal volume (LTM)
PEAK MULTIPLEpaid in the last twelve months
LOW MULTIPLEpaid in the last twelve months
30+ ANNOUNCED TRANSACTIONSduring the last twelve months
$15+
167x
BILLION OF EQUITY CAPITALraised in the last twelve months
BILLION OF DEBT CAPITALraised (LTM) with leverage up to 60x
MOST ACTIVE BUYERby number of deals
MOST AGGRESSIVE BUYERby transaction value and multiple
INFRASTRUCTURE FUNDSnew to the sector with increasing activity
WIRELESS INFRASTRUCTUREremains biggest driver of MampA and organic growth
90x
$19+
The following has been for the Northwest Telecommunications Association Spring Conference to provide an overview of theCommunications Infrastructure and Services (CIS) sector with a particular focus on the growth drivers and competitive dynamicsfor Bandwidth Infrastructure providers as well as the current backdrop and the outlook for 2017 and beyond
Bandwidth Infrastructure Sector LTM in ReviewThere has been a continuation of strong cyclical and secular growth drivers solid performance by sector companies and thesteady drumbeat of consolidation A number of key themes have remained in the spotlight such as the acceleration of MampA theentry of a new buyer universe and the expansion of niche markets like E-Rate and Wireless Backhaul
6
May 4FCC approves $177 B Altice acquisition of Cablevision
May 12ZMC acquires Education Networks of America
May 18Arctic Fiber acquired by Quintillion Networks
June 14US Court of Appeals Upholds FCCrsquos Net Neutrality Rules
June 15Searchlight acquires stake in CSampL
June 20CSampL to acquire Tower Cloud for $230 MM
July 6Cox Communications makes strategic investment in UPN
July 7Oak Hill Capital Partners to acquire Oxford Networks
July 21FCC puts review of VerizonXO deal on hold
Aug 2WOW to acquires NuLinkrsquos Georgia systems
Aug 8Oak Hill to acquire Sovernet from ATN International
Aug 15TPG to acquire RCN Telecom and Grande Communications for $225 B
Sep 6Zayo awarded 1800 site national FTT contract in 26 markets
Sep 14Wave acquires CoastCom and SawNet
Sep 15NYC declares Verizon broke FiOS rollout agreement
Oct 21Midco to acquire WOW KS system
Oct 24Berkshire Partners to acquire Masergy
Oct 26Google Fiber halts new deployments
Oct 31CenturyLink to acquire Level 3 for $34 B
Nov 1Crown Castle to acquire FPL FiberNet for $15 BNov 7Windstream to acquire EarthLink for $11 BNov 9GTT to acquire Hibernia for $610 MMNov 9Lumos to acquire Clarity sell RLECNov 30Zayo to acquire ELI for $142 B
Dec 2Everstream acquires Lynx Network Group
Dec 5Consolidated acquires FairPoint for $15 B
Dec 15Tom Wheeler resigns as FCC Chairman
Dec 23Wave Broadband acquires Cascade Networks
Jan 4FirstLight and Oxford combine operationsJan 17Conterra announces acquisitions of DETEL and BroadplexJan 18Cable ONE to acquire NewWave from GTCR for $735 MM
Jan 24Trump names Ajit Pai as new FCC Chairman
Feb 20EQT acquires Lumos for $950 MM
Feb 20KKR acquires 40 stake in Telxius at euro37 B valuation
Feb 23CSampL acquires Hunt Telecom for $170 MM
Mar 6FirstLight to acquire Finger Lakes Technologies Group
Mar 7HargrayCommunications to be acquired by Pritzker Organization
Mar 22Digital West acquires Norcast Telecom
Apr 3Seaborn and Grupo Werthein to build new Argentina-Brazil subsea cable
Apr 6Wave Broadband reported to be exploring sale
Apr 10Uniti (CSampL) to acquire Southern Light for $700 MM
Key Bandwidth Infrastructure Sector ThemesStrong cyclical and secular growth drivers solid performance by sector companies and the steady drumbeat of MampA remain keythemes in the sector A number of new themes have risen to the forefront such as the long-term wireless infrastructureopportunity the growing importance of inter-city and sub-sea networks and the introduction of new players to the sector
7
Continued Consolidation
With a flurry of MampA activity including recently announced deals for Lumos Electric Lightwave FPLFiberNet and Level 3 strategic and financial buyers alike have continued the consolidation of the BandwidthInfrastructure sector a trend which has driven nearly 100 transactions since the beginning of 2014
WirelessInfrastructure
Unprecedented growth in data is straining mobile networks to the breaking point and driving a change bothin network architectures and service providers Verizon has been the most active with dark fiber backhaulRFPs over the past two years but we see growing long-term opportunity with ATampT and other carriers
Inter-CityNetworks
Inter-City networks are a key topic of consideration as Bandwidth Infrastructure companies are undertakinginitiatives to address network choke points deploy diverse routes and proactively address the anticipatedexpiration of IRUs The last two years have seen more inter-city projects launched than the previous decade
New SectorParticipants
Bandwidth Infrastructure is attracting interest from diversified infrastructure investors real estateinvestment trusts and wireless infrastructure players that have been active participants in recent financialand strategic transactions and have the capacity to escalate sector asset values over the long-term
CableCompetition
Cablersquos focus on Commercial Services offers both pros and cons for the Bandwidth Infrastructure sectorCable clearly represents fierce competition with growing focus on large enterprises But we believe thatCable will need to acquire additional fiber companies to fortify their networks and address gaps in coverage
MunicipalBroadband
There has been a growing number of announcements by municipalities seeking to deploy their own fibernetworks in competition with established private market players Left unchecked these moves present thegreatest competitive threat to Cable MSOs and Incumbent Telcos with regard to market share and pricing
Returns onInvested Capital
While the Bandwidth Infrastructure sector continues to enjoy relatively good overall balance betweencompetition pricing and returns on invested capital we note that some players have been particularlyaggressive in pricing and lowering return thresholds on wireless backhaul builds over the past 12 months
CapitalMarkets
Prolonged volatility in the capital markets will inevitably have an effect on the Bandwidth Infrastructuresector in terms of asset values as well as availability and cost of capital That said the sectorrsquos remarkablegrowth characteristics should allow a layer of insulation and resiliency in contrast to the broader economy
MampA Transaction DriversThe Bandwidth Infrastructure sector has experienced a remarkable amount of MampA activity over the past five years driven by thegoal of strategic players to achieve greater size and scale rationalize competition expand addressable revenue opportunity withnew geographic markets or new product offerings and to build value through synergies and accelerated growth
8
Rationalization
Consolidation by companies such as Lightower and Zayo has demonstrated theability to achieve true scale that can deliver powerful operating leverage as wellas strong and sustainable free cash flow that can be used to self-fund organicand strategic growth initiatives as well as pay dividends and retire debt
The rampant pace of merger and acquisition activity over the past five yearshas served to significantly reduce the number of companies competing for the$100 billion Commercial Services market rationalizing the market andimproving the available margins and economic returns for remaining players
Companies that have an established market presence installed customer basesand strong sales machines have been actively looking to expand theiraddressable market opportunity through acquisitions both with respect to newgeographic territory and new services that they can offer
Factors such as time to market scarcity of talented human resources the abilityto rationalize competition value creation through synergies and the availabilityof very low-cost debt have favored acquisitions over organic growth providedthat there are actionable targets with realistic valuation expectations
Growth is the key factor driving valuation with strong MRR bookings andcapacity for future growth based on the sales machine network inventory andaddressable market featured as key elements Potential for synergies areequally important complements to those factors in MampA transactions
Size amp Scale
Market Expansion
Build vs Buy
Valuation Metrics
Bandwidth Infrastructure Landscape Pacific NorthwestWhile there has been some consolidation by the likes of Wave Broadband and Zayo the Bandwidth Infrastructure landscape inthe Pacific Northwest remains highly fragmented with more than a dozen independent providers present across the IdahoOregon and Washington markets
9
Key Pacific Northwest Consolidators
Company Regional Acquisition History
Wave Broadband and Zayo have been the most activebuyers of bandwidth infrastructure businesses in thePacific Northwest
Following its deals for CFS and 360 Networks Zayocontinues its consolidation efforts with the acquisition ofElectric Lightwave significantly enhancing its depth in themajor metro areas in the Pacific Northwest and theRockies
Backed by Oak Hill Capital Partners and GI Partners Wavehas been an active consolidator in the Pacific Northwestand California acquiring 20 companies across thebandwidth infrastructure data center and mass marketecosystems
Notable recent communications infrastructureacquisitions include Black Rock Cable CoastComSawNet Spectrum Networks and Cascade Networks
MampA Process Dorsquos amp DonrsquotsWith Bandwidth Infrastructure sector consolidation continuing at a rapid pace and the Pacific Northwest representing a desiredcorridor for critical infrastructure it is important for the NWTA members to be well prepared for inbound interest from strategicand financial buyers alike
10
Hire professional advisors Investment Bank Legal Accounting
Entertain one-off strategic discussions Unlikely to achieve best value Lack of competitive tension Knowledge disparity among parties
Invest upfront in work effort Marketing materials Financial model
Be your own banker and lawyer Operational distraction Off-market terms and conditions
Identify your specific financial amp lifestyle goals Outright sale andor financial partner Retire or maintain operating role
Forecast unachievable financial results Lack of momentum in process Ammunition to revisit valuation
Run clear and targeted process Identify most likely buyersinvestors Create competitive tension to maximize value
Convey overly aggressive message to market No learning from indications of interest Restrict ability for true market test
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
11
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Bandwidth Infrastructure MampA Valuation MultiplesThe acquisitions of companies such as Southern Light FPL FiberNet Level 3 and Tower Cloud highlight the value of BandwidthInfrastructure pure-plays to buyers both inside and outside the sector Strategic buyers remain highly focused on achieving scaleand synergies in MampA transactions and addressing critical time-to-market requirements that favor ldquobuyrdquo versus ldquobuildrdquo
12
Bandwidth Infrastructure Diversified Competitive CarrierNotes MampA data based on company SEC filings industry sources and Bank Street estimates
Announced Buyer Seller Transaction Value (mm) TV EBITDA Notes on Sellers EBITDA
Apr-10-17 Uniti Group Southern Light $7000 150x 2017E EBITDA of $467 mill ionFeb-23-17 Uniti Group Hunt Telecom $1700 115x 2016A EBITDA of $148 mill ionFeb-20-17 EQT Infrastructure Lumos Networks $9500 98x LQA EBITDA of $970 mill ionDec-20-16 EQT Infrastructure GlobalConnect euro 4000 125x LQA EBITDA of euro320 mill ionDec-05-16 Consolidated Communications Fairpoint $15000 59x LQA EBITDA of $2556 mill ionNov-30-16 Zayo Group Electric Lightwave $14200 79x LQA EBITDA of $1800 mill ionNov-09-16 GTT Hibernia Networks $6100 95x LQA EBITDA of $644 mill ionNov-07-16 Windstream EarthLink $10570 52x LQA EBITDA of $2020 mill ionNov-01-16 Crown Castle FPL FiberNet $15000 167x 2017E EBITDA of $900 mill ionOct-31-16 CenturyLink Level 3 $335108 117x LQA EBITDA of $29 bil l ionJun-20-16 CSampL Tower Cloud $2300 124x 4Q16A EBITDA of $185 mill ionJun-08-16 Warburg Pincus inexio euro 2500 152x 2015A EBITDA of euro165 mill ionMar-09-16 Partners Group Axia NetMedia C$2717 98x 2016E EBITDA of C$278 mill ionFeb-22-16 Verizon XO Communications $18000 90x LQA EBITDA of $2000 mill ionJan-07-16 Videotron Fibrenoire C$1250 125x LQA EBITDA of C$100 mill ionJan-07-16 CSampL PEG Bandwidth $4500 129x LQA EBITDA of $350 mill ionNov-23-15 Zayo Group Allstream C$4650 47x 2015E EBITDA of C$100 mill ionNov-10-15 Zayo Group Viatel $950 105x Post Synergy EBITDA of $90 mill ionMay-12-15 Antin Infrastructure Eurofiber euro8750 109x 2014E EBITDA of euro823 mill ion
150x
115x98x
125x
59x79x
95x
52x
167x
117x 124x
152x
98x 90x
125x 129x
47x
105x 109x
00x
30x
60x
90x
120x
150x
180x
Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Table of Contents
2
Tab 1 Executive Summary
Tab 2 Sector Overview
Tab 3 MampA Backdrop
Tab 4 Capital Markets Backdrop
Appendix Bank Street Overview
3
Tab 1 Executive Summary
Bank Street Bandwidth Infrastructure PracticeBank Street offers Bandwidth Infrastructure providers a truly differentiated proposition based on our longstanding practice in theBandwidth Infrastructure sector the multi-disciplined experience of our team and the results that we have yielded for ourclients These capabilities are brought to bear in a focused manner to deliver successful transaction execution
4
Bank Streetrsquos team possesses deep domain expertisewith more than $100 billion of transaction activities inthe Bandwidth Infrastructure sector spanning twodecades from the inception of the sector through thecurrent generation of companies
Bank Street is a market leader in corporate financetransactions for Bandwidth Infrastructure companiesand has delivered industry firsts and precedent-settingvaluations on multiple occasions through the cyclesover the past decade
Bank Streetrsquos team is comprised of professionals withinvestment banking transaction expertise industryresearch and analysis capability as well as hands-onoperational experience
Bank Streetrsquos knowledge of the sector is also informedby our teamrsquos experience as principal investors ndash bothdirectly and as limited partners in private equity fundsndash which provides yet another valuable perspective onthe business
Bank Street offers a full range of capabilities forBandwidth Infrastructure companies and theirfinancial sponsors including MampA Advisory Debt andEquity Capital Markets Fairness Opinions andRestructuring
Bandwidth Infrastructure Sector Dashboard
5
$40+ BILLIONin announced MampA deal volume (LTM)
PEAK MULTIPLEpaid in the last twelve months
LOW MULTIPLEpaid in the last twelve months
30+ ANNOUNCED TRANSACTIONSduring the last twelve months
$15+
167x
BILLION OF EQUITY CAPITALraised in the last twelve months
BILLION OF DEBT CAPITALraised (LTM) with leverage up to 60x
MOST ACTIVE BUYERby number of deals
MOST AGGRESSIVE BUYERby transaction value and multiple
INFRASTRUCTURE FUNDSnew to the sector with increasing activity
WIRELESS INFRASTRUCTUREremains biggest driver of MampA and organic growth
90x
$19+
The following has been for the Northwest Telecommunications Association Spring Conference to provide an overview of theCommunications Infrastructure and Services (CIS) sector with a particular focus on the growth drivers and competitive dynamicsfor Bandwidth Infrastructure providers as well as the current backdrop and the outlook for 2017 and beyond
Bandwidth Infrastructure Sector LTM in ReviewThere has been a continuation of strong cyclical and secular growth drivers solid performance by sector companies and thesteady drumbeat of consolidation A number of key themes have remained in the spotlight such as the acceleration of MampA theentry of a new buyer universe and the expansion of niche markets like E-Rate and Wireless Backhaul
6
May 4FCC approves $177 B Altice acquisition of Cablevision
May 12ZMC acquires Education Networks of America
May 18Arctic Fiber acquired by Quintillion Networks
June 14US Court of Appeals Upholds FCCrsquos Net Neutrality Rules
June 15Searchlight acquires stake in CSampL
June 20CSampL to acquire Tower Cloud for $230 MM
July 6Cox Communications makes strategic investment in UPN
July 7Oak Hill Capital Partners to acquire Oxford Networks
July 21FCC puts review of VerizonXO deal on hold
Aug 2WOW to acquires NuLinkrsquos Georgia systems
Aug 8Oak Hill to acquire Sovernet from ATN International
Aug 15TPG to acquire RCN Telecom and Grande Communications for $225 B
Sep 6Zayo awarded 1800 site national FTT contract in 26 markets
Sep 14Wave acquires CoastCom and SawNet
Sep 15NYC declares Verizon broke FiOS rollout agreement
Oct 21Midco to acquire WOW KS system
Oct 24Berkshire Partners to acquire Masergy
Oct 26Google Fiber halts new deployments
Oct 31CenturyLink to acquire Level 3 for $34 B
Nov 1Crown Castle to acquire FPL FiberNet for $15 BNov 7Windstream to acquire EarthLink for $11 BNov 9GTT to acquire Hibernia for $610 MMNov 9Lumos to acquire Clarity sell RLECNov 30Zayo to acquire ELI for $142 B
Dec 2Everstream acquires Lynx Network Group
Dec 5Consolidated acquires FairPoint for $15 B
Dec 15Tom Wheeler resigns as FCC Chairman
Dec 23Wave Broadband acquires Cascade Networks
Jan 4FirstLight and Oxford combine operationsJan 17Conterra announces acquisitions of DETEL and BroadplexJan 18Cable ONE to acquire NewWave from GTCR for $735 MM
Jan 24Trump names Ajit Pai as new FCC Chairman
Feb 20EQT acquires Lumos for $950 MM
Feb 20KKR acquires 40 stake in Telxius at euro37 B valuation
Feb 23CSampL acquires Hunt Telecom for $170 MM
Mar 6FirstLight to acquire Finger Lakes Technologies Group
Mar 7HargrayCommunications to be acquired by Pritzker Organization
Mar 22Digital West acquires Norcast Telecom
Apr 3Seaborn and Grupo Werthein to build new Argentina-Brazil subsea cable
Apr 6Wave Broadband reported to be exploring sale
Apr 10Uniti (CSampL) to acquire Southern Light for $700 MM
Key Bandwidth Infrastructure Sector ThemesStrong cyclical and secular growth drivers solid performance by sector companies and the steady drumbeat of MampA remain keythemes in the sector A number of new themes have risen to the forefront such as the long-term wireless infrastructureopportunity the growing importance of inter-city and sub-sea networks and the introduction of new players to the sector
7
Continued Consolidation
With a flurry of MampA activity including recently announced deals for Lumos Electric Lightwave FPLFiberNet and Level 3 strategic and financial buyers alike have continued the consolidation of the BandwidthInfrastructure sector a trend which has driven nearly 100 transactions since the beginning of 2014
WirelessInfrastructure
Unprecedented growth in data is straining mobile networks to the breaking point and driving a change bothin network architectures and service providers Verizon has been the most active with dark fiber backhaulRFPs over the past two years but we see growing long-term opportunity with ATampT and other carriers
Inter-CityNetworks
Inter-City networks are a key topic of consideration as Bandwidth Infrastructure companies are undertakinginitiatives to address network choke points deploy diverse routes and proactively address the anticipatedexpiration of IRUs The last two years have seen more inter-city projects launched than the previous decade
New SectorParticipants
Bandwidth Infrastructure is attracting interest from diversified infrastructure investors real estateinvestment trusts and wireless infrastructure players that have been active participants in recent financialand strategic transactions and have the capacity to escalate sector asset values over the long-term
CableCompetition
Cablersquos focus on Commercial Services offers both pros and cons for the Bandwidth Infrastructure sectorCable clearly represents fierce competition with growing focus on large enterprises But we believe thatCable will need to acquire additional fiber companies to fortify their networks and address gaps in coverage
MunicipalBroadband
There has been a growing number of announcements by municipalities seeking to deploy their own fibernetworks in competition with established private market players Left unchecked these moves present thegreatest competitive threat to Cable MSOs and Incumbent Telcos with regard to market share and pricing
Returns onInvested Capital
While the Bandwidth Infrastructure sector continues to enjoy relatively good overall balance betweencompetition pricing and returns on invested capital we note that some players have been particularlyaggressive in pricing and lowering return thresholds on wireless backhaul builds over the past 12 months
CapitalMarkets
Prolonged volatility in the capital markets will inevitably have an effect on the Bandwidth Infrastructuresector in terms of asset values as well as availability and cost of capital That said the sectorrsquos remarkablegrowth characteristics should allow a layer of insulation and resiliency in contrast to the broader economy
MampA Transaction DriversThe Bandwidth Infrastructure sector has experienced a remarkable amount of MampA activity over the past five years driven by thegoal of strategic players to achieve greater size and scale rationalize competition expand addressable revenue opportunity withnew geographic markets or new product offerings and to build value through synergies and accelerated growth
8
Rationalization
Consolidation by companies such as Lightower and Zayo has demonstrated theability to achieve true scale that can deliver powerful operating leverage as wellas strong and sustainable free cash flow that can be used to self-fund organicand strategic growth initiatives as well as pay dividends and retire debt
The rampant pace of merger and acquisition activity over the past five yearshas served to significantly reduce the number of companies competing for the$100 billion Commercial Services market rationalizing the market andimproving the available margins and economic returns for remaining players
Companies that have an established market presence installed customer basesand strong sales machines have been actively looking to expand theiraddressable market opportunity through acquisitions both with respect to newgeographic territory and new services that they can offer
Factors such as time to market scarcity of talented human resources the abilityto rationalize competition value creation through synergies and the availabilityof very low-cost debt have favored acquisitions over organic growth providedthat there are actionable targets with realistic valuation expectations
Growth is the key factor driving valuation with strong MRR bookings andcapacity for future growth based on the sales machine network inventory andaddressable market featured as key elements Potential for synergies areequally important complements to those factors in MampA transactions
Size amp Scale
Market Expansion
Build vs Buy
Valuation Metrics
Bandwidth Infrastructure Landscape Pacific NorthwestWhile there has been some consolidation by the likes of Wave Broadband and Zayo the Bandwidth Infrastructure landscape inthe Pacific Northwest remains highly fragmented with more than a dozen independent providers present across the IdahoOregon and Washington markets
9
Key Pacific Northwest Consolidators
Company Regional Acquisition History
Wave Broadband and Zayo have been the most activebuyers of bandwidth infrastructure businesses in thePacific Northwest
Following its deals for CFS and 360 Networks Zayocontinues its consolidation efforts with the acquisition ofElectric Lightwave significantly enhancing its depth in themajor metro areas in the Pacific Northwest and theRockies
Backed by Oak Hill Capital Partners and GI Partners Wavehas been an active consolidator in the Pacific Northwestand California acquiring 20 companies across thebandwidth infrastructure data center and mass marketecosystems
Notable recent communications infrastructureacquisitions include Black Rock Cable CoastComSawNet Spectrum Networks and Cascade Networks
MampA Process Dorsquos amp DonrsquotsWith Bandwidth Infrastructure sector consolidation continuing at a rapid pace and the Pacific Northwest representing a desiredcorridor for critical infrastructure it is important for the NWTA members to be well prepared for inbound interest from strategicand financial buyers alike
10
Hire professional advisors Investment Bank Legal Accounting
Entertain one-off strategic discussions Unlikely to achieve best value Lack of competitive tension Knowledge disparity among parties
Invest upfront in work effort Marketing materials Financial model
Be your own banker and lawyer Operational distraction Off-market terms and conditions
Identify your specific financial amp lifestyle goals Outright sale andor financial partner Retire or maintain operating role
Forecast unachievable financial results Lack of momentum in process Ammunition to revisit valuation
Run clear and targeted process Identify most likely buyersinvestors Create competitive tension to maximize value
Convey overly aggressive message to market No learning from indications of interest Restrict ability for true market test
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
11
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Bandwidth Infrastructure MampA Valuation MultiplesThe acquisitions of companies such as Southern Light FPL FiberNet Level 3 and Tower Cloud highlight the value of BandwidthInfrastructure pure-plays to buyers both inside and outside the sector Strategic buyers remain highly focused on achieving scaleand synergies in MampA transactions and addressing critical time-to-market requirements that favor ldquobuyrdquo versus ldquobuildrdquo
12
Bandwidth Infrastructure Diversified Competitive CarrierNotes MampA data based on company SEC filings industry sources and Bank Street estimates
Announced Buyer Seller Transaction Value (mm) TV EBITDA Notes on Sellers EBITDA
Apr-10-17 Uniti Group Southern Light $7000 150x 2017E EBITDA of $467 mill ionFeb-23-17 Uniti Group Hunt Telecom $1700 115x 2016A EBITDA of $148 mill ionFeb-20-17 EQT Infrastructure Lumos Networks $9500 98x LQA EBITDA of $970 mill ionDec-20-16 EQT Infrastructure GlobalConnect euro 4000 125x LQA EBITDA of euro320 mill ionDec-05-16 Consolidated Communications Fairpoint $15000 59x LQA EBITDA of $2556 mill ionNov-30-16 Zayo Group Electric Lightwave $14200 79x LQA EBITDA of $1800 mill ionNov-09-16 GTT Hibernia Networks $6100 95x LQA EBITDA of $644 mill ionNov-07-16 Windstream EarthLink $10570 52x LQA EBITDA of $2020 mill ionNov-01-16 Crown Castle FPL FiberNet $15000 167x 2017E EBITDA of $900 mill ionOct-31-16 CenturyLink Level 3 $335108 117x LQA EBITDA of $29 bil l ionJun-20-16 CSampL Tower Cloud $2300 124x 4Q16A EBITDA of $185 mill ionJun-08-16 Warburg Pincus inexio euro 2500 152x 2015A EBITDA of euro165 mill ionMar-09-16 Partners Group Axia NetMedia C$2717 98x 2016E EBITDA of C$278 mill ionFeb-22-16 Verizon XO Communications $18000 90x LQA EBITDA of $2000 mill ionJan-07-16 Videotron Fibrenoire C$1250 125x LQA EBITDA of C$100 mill ionJan-07-16 CSampL PEG Bandwidth $4500 129x LQA EBITDA of $350 mill ionNov-23-15 Zayo Group Allstream C$4650 47x 2015E EBITDA of C$100 mill ionNov-10-15 Zayo Group Viatel $950 105x Post Synergy EBITDA of $90 mill ionMay-12-15 Antin Infrastructure Eurofiber euro8750 109x 2014E EBITDA of euro823 mill ion
150x
115x98x
125x
59x79x
95x
52x
167x
117x 124x
152x
98x 90x
125x 129x
47x
105x 109x
00x
30x
60x
90x
120x
150x
180x
Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
3
Tab 1 Executive Summary
Bank Street Bandwidth Infrastructure PracticeBank Street offers Bandwidth Infrastructure providers a truly differentiated proposition based on our longstanding practice in theBandwidth Infrastructure sector the multi-disciplined experience of our team and the results that we have yielded for ourclients These capabilities are brought to bear in a focused manner to deliver successful transaction execution
4
Bank Streetrsquos team possesses deep domain expertisewith more than $100 billion of transaction activities inthe Bandwidth Infrastructure sector spanning twodecades from the inception of the sector through thecurrent generation of companies
Bank Street is a market leader in corporate financetransactions for Bandwidth Infrastructure companiesand has delivered industry firsts and precedent-settingvaluations on multiple occasions through the cyclesover the past decade
Bank Streetrsquos team is comprised of professionals withinvestment banking transaction expertise industryresearch and analysis capability as well as hands-onoperational experience
Bank Streetrsquos knowledge of the sector is also informedby our teamrsquos experience as principal investors ndash bothdirectly and as limited partners in private equity fundsndash which provides yet another valuable perspective onthe business
Bank Street offers a full range of capabilities forBandwidth Infrastructure companies and theirfinancial sponsors including MampA Advisory Debt andEquity Capital Markets Fairness Opinions andRestructuring
Bandwidth Infrastructure Sector Dashboard
5
$40+ BILLIONin announced MampA deal volume (LTM)
PEAK MULTIPLEpaid in the last twelve months
LOW MULTIPLEpaid in the last twelve months
30+ ANNOUNCED TRANSACTIONSduring the last twelve months
$15+
167x
BILLION OF EQUITY CAPITALraised in the last twelve months
BILLION OF DEBT CAPITALraised (LTM) with leverage up to 60x
MOST ACTIVE BUYERby number of deals
MOST AGGRESSIVE BUYERby transaction value and multiple
INFRASTRUCTURE FUNDSnew to the sector with increasing activity
WIRELESS INFRASTRUCTUREremains biggest driver of MampA and organic growth
90x
$19+
The following has been for the Northwest Telecommunications Association Spring Conference to provide an overview of theCommunications Infrastructure and Services (CIS) sector with a particular focus on the growth drivers and competitive dynamicsfor Bandwidth Infrastructure providers as well as the current backdrop and the outlook for 2017 and beyond
Bandwidth Infrastructure Sector LTM in ReviewThere has been a continuation of strong cyclical and secular growth drivers solid performance by sector companies and thesteady drumbeat of consolidation A number of key themes have remained in the spotlight such as the acceleration of MampA theentry of a new buyer universe and the expansion of niche markets like E-Rate and Wireless Backhaul
6
May 4FCC approves $177 B Altice acquisition of Cablevision
May 12ZMC acquires Education Networks of America
May 18Arctic Fiber acquired by Quintillion Networks
June 14US Court of Appeals Upholds FCCrsquos Net Neutrality Rules
June 15Searchlight acquires stake in CSampL
June 20CSampL to acquire Tower Cloud for $230 MM
July 6Cox Communications makes strategic investment in UPN
July 7Oak Hill Capital Partners to acquire Oxford Networks
July 21FCC puts review of VerizonXO deal on hold
Aug 2WOW to acquires NuLinkrsquos Georgia systems
Aug 8Oak Hill to acquire Sovernet from ATN International
Aug 15TPG to acquire RCN Telecom and Grande Communications for $225 B
Sep 6Zayo awarded 1800 site national FTT contract in 26 markets
Sep 14Wave acquires CoastCom and SawNet
Sep 15NYC declares Verizon broke FiOS rollout agreement
Oct 21Midco to acquire WOW KS system
Oct 24Berkshire Partners to acquire Masergy
Oct 26Google Fiber halts new deployments
Oct 31CenturyLink to acquire Level 3 for $34 B
Nov 1Crown Castle to acquire FPL FiberNet for $15 BNov 7Windstream to acquire EarthLink for $11 BNov 9GTT to acquire Hibernia for $610 MMNov 9Lumos to acquire Clarity sell RLECNov 30Zayo to acquire ELI for $142 B
Dec 2Everstream acquires Lynx Network Group
Dec 5Consolidated acquires FairPoint for $15 B
Dec 15Tom Wheeler resigns as FCC Chairman
Dec 23Wave Broadband acquires Cascade Networks
Jan 4FirstLight and Oxford combine operationsJan 17Conterra announces acquisitions of DETEL and BroadplexJan 18Cable ONE to acquire NewWave from GTCR for $735 MM
Jan 24Trump names Ajit Pai as new FCC Chairman
Feb 20EQT acquires Lumos for $950 MM
Feb 20KKR acquires 40 stake in Telxius at euro37 B valuation
Feb 23CSampL acquires Hunt Telecom for $170 MM
Mar 6FirstLight to acquire Finger Lakes Technologies Group
Mar 7HargrayCommunications to be acquired by Pritzker Organization
Mar 22Digital West acquires Norcast Telecom
Apr 3Seaborn and Grupo Werthein to build new Argentina-Brazil subsea cable
Apr 6Wave Broadband reported to be exploring sale
Apr 10Uniti (CSampL) to acquire Southern Light for $700 MM
Key Bandwidth Infrastructure Sector ThemesStrong cyclical and secular growth drivers solid performance by sector companies and the steady drumbeat of MampA remain keythemes in the sector A number of new themes have risen to the forefront such as the long-term wireless infrastructureopportunity the growing importance of inter-city and sub-sea networks and the introduction of new players to the sector
7
Continued Consolidation
With a flurry of MampA activity including recently announced deals for Lumos Electric Lightwave FPLFiberNet and Level 3 strategic and financial buyers alike have continued the consolidation of the BandwidthInfrastructure sector a trend which has driven nearly 100 transactions since the beginning of 2014
WirelessInfrastructure
Unprecedented growth in data is straining mobile networks to the breaking point and driving a change bothin network architectures and service providers Verizon has been the most active with dark fiber backhaulRFPs over the past two years but we see growing long-term opportunity with ATampT and other carriers
Inter-CityNetworks
Inter-City networks are a key topic of consideration as Bandwidth Infrastructure companies are undertakinginitiatives to address network choke points deploy diverse routes and proactively address the anticipatedexpiration of IRUs The last two years have seen more inter-city projects launched than the previous decade
New SectorParticipants
Bandwidth Infrastructure is attracting interest from diversified infrastructure investors real estateinvestment trusts and wireless infrastructure players that have been active participants in recent financialand strategic transactions and have the capacity to escalate sector asset values over the long-term
CableCompetition
Cablersquos focus on Commercial Services offers both pros and cons for the Bandwidth Infrastructure sectorCable clearly represents fierce competition with growing focus on large enterprises But we believe thatCable will need to acquire additional fiber companies to fortify their networks and address gaps in coverage
MunicipalBroadband
There has been a growing number of announcements by municipalities seeking to deploy their own fibernetworks in competition with established private market players Left unchecked these moves present thegreatest competitive threat to Cable MSOs and Incumbent Telcos with regard to market share and pricing
Returns onInvested Capital
While the Bandwidth Infrastructure sector continues to enjoy relatively good overall balance betweencompetition pricing and returns on invested capital we note that some players have been particularlyaggressive in pricing and lowering return thresholds on wireless backhaul builds over the past 12 months
CapitalMarkets
Prolonged volatility in the capital markets will inevitably have an effect on the Bandwidth Infrastructuresector in terms of asset values as well as availability and cost of capital That said the sectorrsquos remarkablegrowth characteristics should allow a layer of insulation and resiliency in contrast to the broader economy
MampA Transaction DriversThe Bandwidth Infrastructure sector has experienced a remarkable amount of MampA activity over the past five years driven by thegoal of strategic players to achieve greater size and scale rationalize competition expand addressable revenue opportunity withnew geographic markets or new product offerings and to build value through synergies and accelerated growth
8
Rationalization
Consolidation by companies such as Lightower and Zayo has demonstrated theability to achieve true scale that can deliver powerful operating leverage as wellas strong and sustainable free cash flow that can be used to self-fund organicand strategic growth initiatives as well as pay dividends and retire debt
The rampant pace of merger and acquisition activity over the past five yearshas served to significantly reduce the number of companies competing for the$100 billion Commercial Services market rationalizing the market andimproving the available margins and economic returns for remaining players
Companies that have an established market presence installed customer basesand strong sales machines have been actively looking to expand theiraddressable market opportunity through acquisitions both with respect to newgeographic territory and new services that they can offer
Factors such as time to market scarcity of talented human resources the abilityto rationalize competition value creation through synergies and the availabilityof very low-cost debt have favored acquisitions over organic growth providedthat there are actionable targets with realistic valuation expectations
Growth is the key factor driving valuation with strong MRR bookings andcapacity for future growth based on the sales machine network inventory andaddressable market featured as key elements Potential for synergies areequally important complements to those factors in MampA transactions
Size amp Scale
Market Expansion
Build vs Buy
Valuation Metrics
Bandwidth Infrastructure Landscape Pacific NorthwestWhile there has been some consolidation by the likes of Wave Broadband and Zayo the Bandwidth Infrastructure landscape inthe Pacific Northwest remains highly fragmented with more than a dozen independent providers present across the IdahoOregon and Washington markets
9
Key Pacific Northwest Consolidators
Company Regional Acquisition History
Wave Broadband and Zayo have been the most activebuyers of bandwidth infrastructure businesses in thePacific Northwest
Following its deals for CFS and 360 Networks Zayocontinues its consolidation efforts with the acquisition ofElectric Lightwave significantly enhancing its depth in themajor metro areas in the Pacific Northwest and theRockies
Backed by Oak Hill Capital Partners and GI Partners Wavehas been an active consolidator in the Pacific Northwestand California acquiring 20 companies across thebandwidth infrastructure data center and mass marketecosystems
Notable recent communications infrastructureacquisitions include Black Rock Cable CoastComSawNet Spectrum Networks and Cascade Networks
MampA Process Dorsquos amp DonrsquotsWith Bandwidth Infrastructure sector consolidation continuing at a rapid pace and the Pacific Northwest representing a desiredcorridor for critical infrastructure it is important for the NWTA members to be well prepared for inbound interest from strategicand financial buyers alike
10
Hire professional advisors Investment Bank Legal Accounting
Entertain one-off strategic discussions Unlikely to achieve best value Lack of competitive tension Knowledge disparity among parties
Invest upfront in work effort Marketing materials Financial model
Be your own banker and lawyer Operational distraction Off-market terms and conditions
Identify your specific financial amp lifestyle goals Outright sale andor financial partner Retire or maintain operating role
Forecast unachievable financial results Lack of momentum in process Ammunition to revisit valuation
Run clear and targeted process Identify most likely buyersinvestors Create competitive tension to maximize value
Convey overly aggressive message to market No learning from indications of interest Restrict ability for true market test
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
11
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Bandwidth Infrastructure MampA Valuation MultiplesThe acquisitions of companies such as Southern Light FPL FiberNet Level 3 and Tower Cloud highlight the value of BandwidthInfrastructure pure-plays to buyers both inside and outside the sector Strategic buyers remain highly focused on achieving scaleand synergies in MampA transactions and addressing critical time-to-market requirements that favor ldquobuyrdquo versus ldquobuildrdquo
12
Bandwidth Infrastructure Diversified Competitive CarrierNotes MampA data based on company SEC filings industry sources and Bank Street estimates
Announced Buyer Seller Transaction Value (mm) TV EBITDA Notes on Sellers EBITDA
Apr-10-17 Uniti Group Southern Light $7000 150x 2017E EBITDA of $467 mill ionFeb-23-17 Uniti Group Hunt Telecom $1700 115x 2016A EBITDA of $148 mill ionFeb-20-17 EQT Infrastructure Lumos Networks $9500 98x LQA EBITDA of $970 mill ionDec-20-16 EQT Infrastructure GlobalConnect euro 4000 125x LQA EBITDA of euro320 mill ionDec-05-16 Consolidated Communications Fairpoint $15000 59x LQA EBITDA of $2556 mill ionNov-30-16 Zayo Group Electric Lightwave $14200 79x LQA EBITDA of $1800 mill ionNov-09-16 GTT Hibernia Networks $6100 95x LQA EBITDA of $644 mill ionNov-07-16 Windstream EarthLink $10570 52x LQA EBITDA of $2020 mill ionNov-01-16 Crown Castle FPL FiberNet $15000 167x 2017E EBITDA of $900 mill ionOct-31-16 CenturyLink Level 3 $335108 117x LQA EBITDA of $29 bil l ionJun-20-16 CSampL Tower Cloud $2300 124x 4Q16A EBITDA of $185 mill ionJun-08-16 Warburg Pincus inexio euro 2500 152x 2015A EBITDA of euro165 mill ionMar-09-16 Partners Group Axia NetMedia C$2717 98x 2016E EBITDA of C$278 mill ionFeb-22-16 Verizon XO Communications $18000 90x LQA EBITDA of $2000 mill ionJan-07-16 Videotron Fibrenoire C$1250 125x LQA EBITDA of C$100 mill ionJan-07-16 CSampL PEG Bandwidth $4500 129x LQA EBITDA of $350 mill ionNov-23-15 Zayo Group Allstream C$4650 47x 2015E EBITDA of C$100 mill ionNov-10-15 Zayo Group Viatel $950 105x Post Synergy EBITDA of $90 mill ionMay-12-15 Antin Infrastructure Eurofiber euro8750 109x 2014E EBITDA of euro823 mill ion
150x
115x98x
125x
59x79x
95x
52x
167x
117x 124x
152x
98x 90x
125x 129x
47x
105x 109x
00x
30x
60x
90x
120x
150x
180x
Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Bank Street Bandwidth Infrastructure PracticeBank Street offers Bandwidth Infrastructure providers a truly differentiated proposition based on our longstanding practice in theBandwidth Infrastructure sector the multi-disciplined experience of our team and the results that we have yielded for ourclients These capabilities are brought to bear in a focused manner to deliver successful transaction execution
4
Bank Streetrsquos team possesses deep domain expertisewith more than $100 billion of transaction activities inthe Bandwidth Infrastructure sector spanning twodecades from the inception of the sector through thecurrent generation of companies
Bank Street is a market leader in corporate financetransactions for Bandwidth Infrastructure companiesand has delivered industry firsts and precedent-settingvaluations on multiple occasions through the cyclesover the past decade
Bank Streetrsquos team is comprised of professionals withinvestment banking transaction expertise industryresearch and analysis capability as well as hands-onoperational experience
Bank Streetrsquos knowledge of the sector is also informedby our teamrsquos experience as principal investors ndash bothdirectly and as limited partners in private equity fundsndash which provides yet another valuable perspective onthe business
Bank Street offers a full range of capabilities forBandwidth Infrastructure companies and theirfinancial sponsors including MampA Advisory Debt andEquity Capital Markets Fairness Opinions andRestructuring
Bandwidth Infrastructure Sector Dashboard
5
$40+ BILLIONin announced MampA deal volume (LTM)
PEAK MULTIPLEpaid in the last twelve months
LOW MULTIPLEpaid in the last twelve months
30+ ANNOUNCED TRANSACTIONSduring the last twelve months
$15+
167x
BILLION OF EQUITY CAPITALraised in the last twelve months
BILLION OF DEBT CAPITALraised (LTM) with leverage up to 60x
MOST ACTIVE BUYERby number of deals
MOST AGGRESSIVE BUYERby transaction value and multiple
INFRASTRUCTURE FUNDSnew to the sector with increasing activity
WIRELESS INFRASTRUCTUREremains biggest driver of MampA and organic growth
90x
$19+
The following has been for the Northwest Telecommunications Association Spring Conference to provide an overview of theCommunications Infrastructure and Services (CIS) sector with a particular focus on the growth drivers and competitive dynamicsfor Bandwidth Infrastructure providers as well as the current backdrop and the outlook for 2017 and beyond
Bandwidth Infrastructure Sector LTM in ReviewThere has been a continuation of strong cyclical and secular growth drivers solid performance by sector companies and thesteady drumbeat of consolidation A number of key themes have remained in the spotlight such as the acceleration of MampA theentry of a new buyer universe and the expansion of niche markets like E-Rate and Wireless Backhaul
6
May 4FCC approves $177 B Altice acquisition of Cablevision
May 12ZMC acquires Education Networks of America
May 18Arctic Fiber acquired by Quintillion Networks
June 14US Court of Appeals Upholds FCCrsquos Net Neutrality Rules
June 15Searchlight acquires stake in CSampL
June 20CSampL to acquire Tower Cloud for $230 MM
July 6Cox Communications makes strategic investment in UPN
July 7Oak Hill Capital Partners to acquire Oxford Networks
July 21FCC puts review of VerizonXO deal on hold
Aug 2WOW to acquires NuLinkrsquos Georgia systems
Aug 8Oak Hill to acquire Sovernet from ATN International
Aug 15TPG to acquire RCN Telecom and Grande Communications for $225 B
Sep 6Zayo awarded 1800 site national FTT contract in 26 markets
Sep 14Wave acquires CoastCom and SawNet
Sep 15NYC declares Verizon broke FiOS rollout agreement
Oct 21Midco to acquire WOW KS system
Oct 24Berkshire Partners to acquire Masergy
Oct 26Google Fiber halts new deployments
Oct 31CenturyLink to acquire Level 3 for $34 B
Nov 1Crown Castle to acquire FPL FiberNet for $15 BNov 7Windstream to acquire EarthLink for $11 BNov 9GTT to acquire Hibernia for $610 MMNov 9Lumos to acquire Clarity sell RLECNov 30Zayo to acquire ELI for $142 B
Dec 2Everstream acquires Lynx Network Group
Dec 5Consolidated acquires FairPoint for $15 B
Dec 15Tom Wheeler resigns as FCC Chairman
Dec 23Wave Broadband acquires Cascade Networks
Jan 4FirstLight and Oxford combine operationsJan 17Conterra announces acquisitions of DETEL and BroadplexJan 18Cable ONE to acquire NewWave from GTCR for $735 MM
Jan 24Trump names Ajit Pai as new FCC Chairman
Feb 20EQT acquires Lumos for $950 MM
Feb 20KKR acquires 40 stake in Telxius at euro37 B valuation
Feb 23CSampL acquires Hunt Telecom for $170 MM
Mar 6FirstLight to acquire Finger Lakes Technologies Group
Mar 7HargrayCommunications to be acquired by Pritzker Organization
Mar 22Digital West acquires Norcast Telecom
Apr 3Seaborn and Grupo Werthein to build new Argentina-Brazil subsea cable
Apr 6Wave Broadband reported to be exploring sale
Apr 10Uniti (CSampL) to acquire Southern Light for $700 MM
Key Bandwidth Infrastructure Sector ThemesStrong cyclical and secular growth drivers solid performance by sector companies and the steady drumbeat of MampA remain keythemes in the sector A number of new themes have risen to the forefront such as the long-term wireless infrastructureopportunity the growing importance of inter-city and sub-sea networks and the introduction of new players to the sector
7
Continued Consolidation
With a flurry of MampA activity including recently announced deals for Lumos Electric Lightwave FPLFiberNet and Level 3 strategic and financial buyers alike have continued the consolidation of the BandwidthInfrastructure sector a trend which has driven nearly 100 transactions since the beginning of 2014
WirelessInfrastructure
Unprecedented growth in data is straining mobile networks to the breaking point and driving a change bothin network architectures and service providers Verizon has been the most active with dark fiber backhaulRFPs over the past two years but we see growing long-term opportunity with ATampT and other carriers
Inter-CityNetworks
Inter-City networks are a key topic of consideration as Bandwidth Infrastructure companies are undertakinginitiatives to address network choke points deploy diverse routes and proactively address the anticipatedexpiration of IRUs The last two years have seen more inter-city projects launched than the previous decade
New SectorParticipants
Bandwidth Infrastructure is attracting interest from diversified infrastructure investors real estateinvestment trusts and wireless infrastructure players that have been active participants in recent financialand strategic transactions and have the capacity to escalate sector asset values over the long-term
CableCompetition
Cablersquos focus on Commercial Services offers both pros and cons for the Bandwidth Infrastructure sectorCable clearly represents fierce competition with growing focus on large enterprises But we believe thatCable will need to acquire additional fiber companies to fortify their networks and address gaps in coverage
MunicipalBroadband
There has been a growing number of announcements by municipalities seeking to deploy their own fibernetworks in competition with established private market players Left unchecked these moves present thegreatest competitive threat to Cable MSOs and Incumbent Telcos with regard to market share and pricing
Returns onInvested Capital
While the Bandwidth Infrastructure sector continues to enjoy relatively good overall balance betweencompetition pricing and returns on invested capital we note that some players have been particularlyaggressive in pricing and lowering return thresholds on wireless backhaul builds over the past 12 months
CapitalMarkets
Prolonged volatility in the capital markets will inevitably have an effect on the Bandwidth Infrastructuresector in terms of asset values as well as availability and cost of capital That said the sectorrsquos remarkablegrowth characteristics should allow a layer of insulation and resiliency in contrast to the broader economy
MampA Transaction DriversThe Bandwidth Infrastructure sector has experienced a remarkable amount of MampA activity over the past five years driven by thegoal of strategic players to achieve greater size and scale rationalize competition expand addressable revenue opportunity withnew geographic markets or new product offerings and to build value through synergies and accelerated growth
8
Rationalization
Consolidation by companies such as Lightower and Zayo has demonstrated theability to achieve true scale that can deliver powerful operating leverage as wellas strong and sustainable free cash flow that can be used to self-fund organicand strategic growth initiatives as well as pay dividends and retire debt
The rampant pace of merger and acquisition activity over the past five yearshas served to significantly reduce the number of companies competing for the$100 billion Commercial Services market rationalizing the market andimproving the available margins and economic returns for remaining players
Companies that have an established market presence installed customer basesand strong sales machines have been actively looking to expand theiraddressable market opportunity through acquisitions both with respect to newgeographic territory and new services that they can offer
Factors such as time to market scarcity of talented human resources the abilityto rationalize competition value creation through synergies and the availabilityof very low-cost debt have favored acquisitions over organic growth providedthat there are actionable targets with realistic valuation expectations
Growth is the key factor driving valuation with strong MRR bookings andcapacity for future growth based on the sales machine network inventory andaddressable market featured as key elements Potential for synergies areequally important complements to those factors in MampA transactions
Size amp Scale
Market Expansion
Build vs Buy
Valuation Metrics
Bandwidth Infrastructure Landscape Pacific NorthwestWhile there has been some consolidation by the likes of Wave Broadband and Zayo the Bandwidth Infrastructure landscape inthe Pacific Northwest remains highly fragmented with more than a dozen independent providers present across the IdahoOregon and Washington markets
9
Key Pacific Northwest Consolidators
Company Regional Acquisition History
Wave Broadband and Zayo have been the most activebuyers of bandwidth infrastructure businesses in thePacific Northwest
Following its deals for CFS and 360 Networks Zayocontinues its consolidation efforts with the acquisition ofElectric Lightwave significantly enhancing its depth in themajor metro areas in the Pacific Northwest and theRockies
Backed by Oak Hill Capital Partners and GI Partners Wavehas been an active consolidator in the Pacific Northwestand California acquiring 20 companies across thebandwidth infrastructure data center and mass marketecosystems
Notable recent communications infrastructureacquisitions include Black Rock Cable CoastComSawNet Spectrum Networks and Cascade Networks
MampA Process Dorsquos amp DonrsquotsWith Bandwidth Infrastructure sector consolidation continuing at a rapid pace and the Pacific Northwest representing a desiredcorridor for critical infrastructure it is important for the NWTA members to be well prepared for inbound interest from strategicand financial buyers alike
10
Hire professional advisors Investment Bank Legal Accounting
Entertain one-off strategic discussions Unlikely to achieve best value Lack of competitive tension Knowledge disparity among parties
Invest upfront in work effort Marketing materials Financial model
Be your own banker and lawyer Operational distraction Off-market terms and conditions
Identify your specific financial amp lifestyle goals Outright sale andor financial partner Retire or maintain operating role
Forecast unachievable financial results Lack of momentum in process Ammunition to revisit valuation
Run clear and targeted process Identify most likely buyersinvestors Create competitive tension to maximize value
Convey overly aggressive message to market No learning from indications of interest Restrict ability for true market test
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
11
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Bandwidth Infrastructure MampA Valuation MultiplesThe acquisitions of companies such as Southern Light FPL FiberNet Level 3 and Tower Cloud highlight the value of BandwidthInfrastructure pure-plays to buyers both inside and outside the sector Strategic buyers remain highly focused on achieving scaleand synergies in MampA transactions and addressing critical time-to-market requirements that favor ldquobuyrdquo versus ldquobuildrdquo
12
Bandwidth Infrastructure Diversified Competitive CarrierNotes MampA data based on company SEC filings industry sources and Bank Street estimates
Announced Buyer Seller Transaction Value (mm) TV EBITDA Notes on Sellers EBITDA
Apr-10-17 Uniti Group Southern Light $7000 150x 2017E EBITDA of $467 mill ionFeb-23-17 Uniti Group Hunt Telecom $1700 115x 2016A EBITDA of $148 mill ionFeb-20-17 EQT Infrastructure Lumos Networks $9500 98x LQA EBITDA of $970 mill ionDec-20-16 EQT Infrastructure GlobalConnect euro 4000 125x LQA EBITDA of euro320 mill ionDec-05-16 Consolidated Communications Fairpoint $15000 59x LQA EBITDA of $2556 mill ionNov-30-16 Zayo Group Electric Lightwave $14200 79x LQA EBITDA of $1800 mill ionNov-09-16 GTT Hibernia Networks $6100 95x LQA EBITDA of $644 mill ionNov-07-16 Windstream EarthLink $10570 52x LQA EBITDA of $2020 mill ionNov-01-16 Crown Castle FPL FiberNet $15000 167x 2017E EBITDA of $900 mill ionOct-31-16 CenturyLink Level 3 $335108 117x LQA EBITDA of $29 bil l ionJun-20-16 CSampL Tower Cloud $2300 124x 4Q16A EBITDA of $185 mill ionJun-08-16 Warburg Pincus inexio euro 2500 152x 2015A EBITDA of euro165 mill ionMar-09-16 Partners Group Axia NetMedia C$2717 98x 2016E EBITDA of C$278 mill ionFeb-22-16 Verizon XO Communications $18000 90x LQA EBITDA of $2000 mill ionJan-07-16 Videotron Fibrenoire C$1250 125x LQA EBITDA of C$100 mill ionJan-07-16 CSampL PEG Bandwidth $4500 129x LQA EBITDA of $350 mill ionNov-23-15 Zayo Group Allstream C$4650 47x 2015E EBITDA of C$100 mill ionNov-10-15 Zayo Group Viatel $950 105x Post Synergy EBITDA of $90 mill ionMay-12-15 Antin Infrastructure Eurofiber euro8750 109x 2014E EBITDA of euro823 mill ion
150x
115x98x
125x
59x79x
95x
52x
167x
117x 124x
152x
98x 90x
125x 129x
47x
105x 109x
00x
30x
60x
90x
120x
150x
180x
Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Bandwidth Infrastructure Sector Dashboard
5
$40+ BILLIONin announced MampA deal volume (LTM)
PEAK MULTIPLEpaid in the last twelve months
LOW MULTIPLEpaid in the last twelve months
30+ ANNOUNCED TRANSACTIONSduring the last twelve months
$15+
167x
BILLION OF EQUITY CAPITALraised in the last twelve months
BILLION OF DEBT CAPITALraised (LTM) with leverage up to 60x
MOST ACTIVE BUYERby number of deals
MOST AGGRESSIVE BUYERby transaction value and multiple
INFRASTRUCTURE FUNDSnew to the sector with increasing activity
WIRELESS INFRASTRUCTUREremains biggest driver of MampA and organic growth
90x
$19+
The following has been for the Northwest Telecommunications Association Spring Conference to provide an overview of theCommunications Infrastructure and Services (CIS) sector with a particular focus on the growth drivers and competitive dynamicsfor Bandwidth Infrastructure providers as well as the current backdrop and the outlook for 2017 and beyond
Bandwidth Infrastructure Sector LTM in ReviewThere has been a continuation of strong cyclical and secular growth drivers solid performance by sector companies and thesteady drumbeat of consolidation A number of key themes have remained in the spotlight such as the acceleration of MampA theentry of a new buyer universe and the expansion of niche markets like E-Rate and Wireless Backhaul
6
May 4FCC approves $177 B Altice acquisition of Cablevision
May 12ZMC acquires Education Networks of America
May 18Arctic Fiber acquired by Quintillion Networks
June 14US Court of Appeals Upholds FCCrsquos Net Neutrality Rules
June 15Searchlight acquires stake in CSampL
June 20CSampL to acquire Tower Cloud for $230 MM
July 6Cox Communications makes strategic investment in UPN
July 7Oak Hill Capital Partners to acquire Oxford Networks
July 21FCC puts review of VerizonXO deal on hold
Aug 2WOW to acquires NuLinkrsquos Georgia systems
Aug 8Oak Hill to acquire Sovernet from ATN International
Aug 15TPG to acquire RCN Telecom and Grande Communications for $225 B
Sep 6Zayo awarded 1800 site national FTT contract in 26 markets
Sep 14Wave acquires CoastCom and SawNet
Sep 15NYC declares Verizon broke FiOS rollout agreement
Oct 21Midco to acquire WOW KS system
Oct 24Berkshire Partners to acquire Masergy
Oct 26Google Fiber halts new deployments
Oct 31CenturyLink to acquire Level 3 for $34 B
Nov 1Crown Castle to acquire FPL FiberNet for $15 BNov 7Windstream to acquire EarthLink for $11 BNov 9GTT to acquire Hibernia for $610 MMNov 9Lumos to acquire Clarity sell RLECNov 30Zayo to acquire ELI for $142 B
Dec 2Everstream acquires Lynx Network Group
Dec 5Consolidated acquires FairPoint for $15 B
Dec 15Tom Wheeler resigns as FCC Chairman
Dec 23Wave Broadband acquires Cascade Networks
Jan 4FirstLight and Oxford combine operationsJan 17Conterra announces acquisitions of DETEL and BroadplexJan 18Cable ONE to acquire NewWave from GTCR for $735 MM
Jan 24Trump names Ajit Pai as new FCC Chairman
Feb 20EQT acquires Lumos for $950 MM
Feb 20KKR acquires 40 stake in Telxius at euro37 B valuation
Feb 23CSampL acquires Hunt Telecom for $170 MM
Mar 6FirstLight to acquire Finger Lakes Technologies Group
Mar 7HargrayCommunications to be acquired by Pritzker Organization
Mar 22Digital West acquires Norcast Telecom
Apr 3Seaborn and Grupo Werthein to build new Argentina-Brazil subsea cable
Apr 6Wave Broadband reported to be exploring sale
Apr 10Uniti (CSampL) to acquire Southern Light for $700 MM
Key Bandwidth Infrastructure Sector ThemesStrong cyclical and secular growth drivers solid performance by sector companies and the steady drumbeat of MampA remain keythemes in the sector A number of new themes have risen to the forefront such as the long-term wireless infrastructureopportunity the growing importance of inter-city and sub-sea networks and the introduction of new players to the sector
7
Continued Consolidation
With a flurry of MampA activity including recently announced deals for Lumos Electric Lightwave FPLFiberNet and Level 3 strategic and financial buyers alike have continued the consolidation of the BandwidthInfrastructure sector a trend which has driven nearly 100 transactions since the beginning of 2014
WirelessInfrastructure
Unprecedented growth in data is straining mobile networks to the breaking point and driving a change bothin network architectures and service providers Verizon has been the most active with dark fiber backhaulRFPs over the past two years but we see growing long-term opportunity with ATampT and other carriers
Inter-CityNetworks
Inter-City networks are a key topic of consideration as Bandwidth Infrastructure companies are undertakinginitiatives to address network choke points deploy diverse routes and proactively address the anticipatedexpiration of IRUs The last two years have seen more inter-city projects launched than the previous decade
New SectorParticipants
Bandwidth Infrastructure is attracting interest from diversified infrastructure investors real estateinvestment trusts and wireless infrastructure players that have been active participants in recent financialand strategic transactions and have the capacity to escalate sector asset values over the long-term
CableCompetition
Cablersquos focus on Commercial Services offers both pros and cons for the Bandwidth Infrastructure sectorCable clearly represents fierce competition with growing focus on large enterprises But we believe thatCable will need to acquire additional fiber companies to fortify their networks and address gaps in coverage
MunicipalBroadband
There has been a growing number of announcements by municipalities seeking to deploy their own fibernetworks in competition with established private market players Left unchecked these moves present thegreatest competitive threat to Cable MSOs and Incumbent Telcos with regard to market share and pricing
Returns onInvested Capital
While the Bandwidth Infrastructure sector continues to enjoy relatively good overall balance betweencompetition pricing and returns on invested capital we note that some players have been particularlyaggressive in pricing and lowering return thresholds on wireless backhaul builds over the past 12 months
CapitalMarkets
Prolonged volatility in the capital markets will inevitably have an effect on the Bandwidth Infrastructuresector in terms of asset values as well as availability and cost of capital That said the sectorrsquos remarkablegrowth characteristics should allow a layer of insulation and resiliency in contrast to the broader economy
MampA Transaction DriversThe Bandwidth Infrastructure sector has experienced a remarkable amount of MampA activity over the past five years driven by thegoal of strategic players to achieve greater size and scale rationalize competition expand addressable revenue opportunity withnew geographic markets or new product offerings and to build value through synergies and accelerated growth
8
Rationalization
Consolidation by companies such as Lightower and Zayo has demonstrated theability to achieve true scale that can deliver powerful operating leverage as wellas strong and sustainable free cash flow that can be used to self-fund organicand strategic growth initiatives as well as pay dividends and retire debt
The rampant pace of merger and acquisition activity over the past five yearshas served to significantly reduce the number of companies competing for the$100 billion Commercial Services market rationalizing the market andimproving the available margins and economic returns for remaining players
Companies that have an established market presence installed customer basesand strong sales machines have been actively looking to expand theiraddressable market opportunity through acquisitions both with respect to newgeographic territory and new services that they can offer
Factors such as time to market scarcity of talented human resources the abilityto rationalize competition value creation through synergies and the availabilityof very low-cost debt have favored acquisitions over organic growth providedthat there are actionable targets with realistic valuation expectations
Growth is the key factor driving valuation with strong MRR bookings andcapacity for future growth based on the sales machine network inventory andaddressable market featured as key elements Potential for synergies areequally important complements to those factors in MampA transactions
Size amp Scale
Market Expansion
Build vs Buy
Valuation Metrics
Bandwidth Infrastructure Landscape Pacific NorthwestWhile there has been some consolidation by the likes of Wave Broadband and Zayo the Bandwidth Infrastructure landscape inthe Pacific Northwest remains highly fragmented with more than a dozen independent providers present across the IdahoOregon and Washington markets
9
Key Pacific Northwest Consolidators
Company Regional Acquisition History
Wave Broadband and Zayo have been the most activebuyers of bandwidth infrastructure businesses in thePacific Northwest
Following its deals for CFS and 360 Networks Zayocontinues its consolidation efforts with the acquisition ofElectric Lightwave significantly enhancing its depth in themajor metro areas in the Pacific Northwest and theRockies
Backed by Oak Hill Capital Partners and GI Partners Wavehas been an active consolidator in the Pacific Northwestand California acquiring 20 companies across thebandwidth infrastructure data center and mass marketecosystems
Notable recent communications infrastructureacquisitions include Black Rock Cable CoastComSawNet Spectrum Networks and Cascade Networks
MampA Process Dorsquos amp DonrsquotsWith Bandwidth Infrastructure sector consolidation continuing at a rapid pace and the Pacific Northwest representing a desiredcorridor for critical infrastructure it is important for the NWTA members to be well prepared for inbound interest from strategicand financial buyers alike
10
Hire professional advisors Investment Bank Legal Accounting
Entertain one-off strategic discussions Unlikely to achieve best value Lack of competitive tension Knowledge disparity among parties
Invest upfront in work effort Marketing materials Financial model
Be your own banker and lawyer Operational distraction Off-market terms and conditions
Identify your specific financial amp lifestyle goals Outright sale andor financial partner Retire or maintain operating role
Forecast unachievable financial results Lack of momentum in process Ammunition to revisit valuation
Run clear and targeted process Identify most likely buyersinvestors Create competitive tension to maximize value
Convey overly aggressive message to market No learning from indications of interest Restrict ability for true market test
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
11
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Bandwidth Infrastructure MampA Valuation MultiplesThe acquisitions of companies such as Southern Light FPL FiberNet Level 3 and Tower Cloud highlight the value of BandwidthInfrastructure pure-plays to buyers both inside and outside the sector Strategic buyers remain highly focused on achieving scaleand synergies in MampA transactions and addressing critical time-to-market requirements that favor ldquobuyrdquo versus ldquobuildrdquo
12
Bandwidth Infrastructure Diversified Competitive CarrierNotes MampA data based on company SEC filings industry sources and Bank Street estimates
Announced Buyer Seller Transaction Value (mm) TV EBITDA Notes on Sellers EBITDA
Apr-10-17 Uniti Group Southern Light $7000 150x 2017E EBITDA of $467 mill ionFeb-23-17 Uniti Group Hunt Telecom $1700 115x 2016A EBITDA of $148 mill ionFeb-20-17 EQT Infrastructure Lumos Networks $9500 98x LQA EBITDA of $970 mill ionDec-20-16 EQT Infrastructure GlobalConnect euro 4000 125x LQA EBITDA of euro320 mill ionDec-05-16 Consolidated Communications Fairpoint $15000 59x LQA EBITDA of $2556 mill ionNov-30-16 Zayo Group Electric Lightwave $14200 79x LQA EBITDA of $1800 mill ionNov-09-16 GTT Hibernia Networks $6100 95x LQA EBITDA of $644 mill ionNov-07-16 Windstream EarthLink $10570 52x LQA EBITDA of $2020 mill ionNov-01-16 Crown Castle FPL FiberNet $15000 167x 2017E EBITDA of $900 mill ionOct-31-16 CenturyLink Level 3 $335108 117x LQA EBITDA of $29 bil l ionJun-20-16 CSampL Tower Cloud $2300 124x 4Q16A EBITDA of $185 mill ionJun-08-16 Warburg Pincus inexio euro 2500 152x 2015A EBITDA of euro165 mill ionMar-09-16 Partners Group Axia NetMedia C$2717 98x 2016E EBITDA of C$278 mill ionFeb-22-16 Verizon XO Communications $18000 90x LQA EBITDA of $2000 mill ionJan-07-16 Videotron Fibrenoire C$1250 125x LQA EBITDA of C$100 mill ionJan-07-16 CSampL PEG Bandwidth $4500 129x LQA EBITDA of $350 mill ionNov-23-15 Zayo Group Allstream C$4650 47x 2015E EBITDA of C$100 mill ionNov-10-15 Zayo Group Viatel $950 105x Post Synergy EBITDA of $90 mill ionMay-12-15 Antin Infrastructure Eurofiber euro8750 109x 2014E EBITDA of euro823 mill ion
150x
115x98x
125x
59x79x
95x
52x
167x
117x 124x
152x
98x 90x
125x 129x
47x
105x 109x
00x
30x
60x
90x
120x
150x
180x
Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Bandwidth Infrastructure Sector LTM in ReviewThere has been a continuation of strong cyclical and secular growth drivers solid performance by sector companies and thesteady drumbeat of consolidation A number of key themes have remained in the spotlight such as the acceleration of MampA theentry of a new buyer universe and the expansion of niche markets like E-Rate and Wireless Backhaul
6
May 4FCC approves $177 B Altice acquisition of Cablevision
May 12ZMC acquires Education Networks of America
May 18Arctic Fiber acquired by Quintillion Networks
June 14US Court of Appeals Upholds FCCrsquos Net Neutrality Rules
June 15Searchlight acquires stake in CSampL
June 20CSampL to acquire Tower Cloud for $230 MM
July 6Cox Communications makes strategic investment in UPN
July 7Oak Hill Capital Partners to acquire Oxford Networks
July 21FCC puts review of VerizonXO deal on hold
Aug 2WOW to acquires NuLinkrsquos Georgia systems
Aug 8Oak Hill to acquire Sovernet from ATN International
Aug 15TPG to acquire RCN Telecom and Grande Communications for $225 B
Sep 6Zayo awarded 1800 site national FTT contract in 26 markets
Sep 14Wave acquires CoastCom and SawNet
Sep 15NYC declares Verizon broke FiOS rollout agreement
Oct 21Midco to acquire WOW KS system
Oct 24Berkshire Partners to acquire Masergy
Oct 26Google Fiber halts new deployments
Oct 31CenturyLink to acquire Level 3 for $34 B
Nov 1Crown Castle to acquire FPL FiberNet for $15 BNov 7Windstream to acquire EarthLink for $11 BNov 9GTT to acquire Hibernia for $610 MMNov 9Lumos to acquire Clarity sell RLECNov 30Zayo to acquire ELI for $142 B
Dec 2Everstream acquires Lynx Network Group
Dec 5Consolidated acquires FairPoint for $15 B
Dec 15Tom Wheeler resigns as FCC Chairman
Dec 23Wave Broadband acquires Cascade Networks
Jan 4FirstLight and Oxford combine operationsJan 17Conterra announces acquisitions of DETEL and BroadplexJan 18Cable ONE to acquire NewWave from GTCR for $735 MM
Jan 24Trump names Ajit Pai as new FCC Chairman
Feb 20EQT acquires Lumos for $950 MM
Feb 20KKR acquires 40 stake in Telxius at euro37 B valuation
Feb 23CSampL acquires Hunt Telecom for $170 MM
Mar 6FirstLight to acquire Finger Lakes Technologies Group
Mar 7HargrayCommunications to be acquired by Pritzker Organization
Mar 22Digital West acquires Norcast Telecom
Apr 3Seaborn and Grupo Werthein to build new Argentina-Brazil subsea cable
Apr 6Wave Broadband reported to be exploring sale
Apr 10Uniti (CSampL) to acquire Southern Light for $700 MM
Key Bandwidth Infrastructure Sector ThemesStrong cyclical and secular growth drivers solid performance by sector companies and the steady drumbeat of MampA remain keythemes in the sector A number of new themes have risen to the forefront such as the long-term wireless infrastructureopportunity the growing importance of inter-city and sub-sea networks and the introduction of new players to the sector
7
Continued Consolidation
With a flurry of MampA activity including recently announced deals for Lumos Electric Lightwave FPLFiberNet and Level 3 strategic and financial buyers alike have continued the consolidation of the BandwidthInfrastructure sector a trend which has driven nearly 100 transactions since the beginning of 2014
WirelessInfrastructure
Unprecedented growth in data is straining mobile networks to the breaking point and driving a change bothin network architectures and service providers Verizon has been the most active with dark fiber backhaulRFPs over the past two years but we see growing long-term opportunity with ATampT and other carriers
Inter-CityNetworks
Inter-City networks are a key topic of consideration as Bandwidth Infrastructure companies are undertakinginitiatives to address network choke points deploy diverse routes and proactively address the anticipatedexpiration of IRUs The last two years have seen more inter-city projects launched than the previous decade
New SectorParticipants
Bandwidth Infrastructure is attracting interest from diversified infrastructure investors real estateinvestment trusts and wireless infrastructure players that have been active participants in recent financialand strategic transactions and have the capacity to escalate sector asset values over the long-term
CableCompetition
Cablersquos focus on Commercial Services offers both pros and cons for the Bandwidth Infrastructure sectorCable clearly represents fierce competition with growing focus on large enterprises But we believe thatCable will need to acquire additional fiber companies to fortify their networks and address gaps in coverage
MunicipalBroadband
There has been a growing number of announcements by municipalities seeking to deploy their own fibernetworks in competition with established private market players Left unchecked these moves present thegreatest competitive threat to Cable MSOs and Incumbent Telcos with regard to market share and pricing
Returns onInvested Capital
While the Bandwidth Infrastructure sector continues to enjoy relatively good overall balance betweencompetition pricing and returns on invested capital we note that some players have been particularlyaggressive in pricing and lowering return thresholds on wireless backhaul builds over the past 12 months
CapitalMarkets
Prolonged volatility in the capital markets will inevitably have an effect on the Bandwidth Infrastructuresector in terms of asset values as well as availability and cost of capital That said the sectorrsquos remarkablegrowth characteristics should allow a layer of insulation and resiliency in contrast to the broader economy
MampA Transaction DriversThe Bandwidth Infrastructure sector has experienced a remarkable amount of MampA activity over the past five years driven by thegoal of strategic players to achieve greater size and scale rationalize competition expand addressable revenue opportunity withnew geographic markets or new product offerings and to build value through synergies and accelerated growth
8
Rationalization
Consolidation by companies such as Lightower and Zayo has demonstrated theability to achieve true scale that can deliver powerful operating leverage as wellas strong and sustainable free cash flow that can be used to self-fund organicand strategic growth initiatives as well as pay dividends and retire debt
The rampant pace of merger and acquisition activity over the past five yearshas served to significantly reduce the number of companies competing for the$100 billion Commercial Services market rationalizing the market andimproving the available margins and economic returns for remaining players
Companies that have an established market presence installed customer basesand strong sales machines have been actively looking to expand theiraddressable market opportunity through acquisitions both with respect to newgeographic territory and new services that they can offer
Factors such as time to market scarcity of talented human resources the abilityto rationalize competition value creation through synergies and the availabilityof very low-cost debt have favored acquisitions over organic growth providedthat there are actionable targets with realistic valuation expectations
Growth is the key factor driving valuation with strong MRR bookings andcapacity for future growth based on the sales machine network inventory andaddressable market featured as key elements Potential for synergies areequally important complements to those factors in MampA transactions
Size amp Scale
Market Expansion
Build vs Buy
Valuation Metrics
Bandwidth Infrastructure Landscape Pacific NorthwestWhile there has been some consolidation by the likes of Wave Broadband and Zayo the Bandwidth Infrastructure landscape inthe Pacific Northwest remains highly fragmented with more than a dozen independent providers present across the IdahoOregon and Washington markets
9
Key Pacific Northwest Consolidators
Company Regional Acquisition History
Wave Broadband and Zayo have been the most activebuyers of bandwidth infrastructure businesses in thePacific Northwest
Following its deals for CFS and 360 Networks Zayocontinues its consolidation efforts with the acquisition ofElectric Lightwave significantly enhancing its depth in themajor metro areas in the Pacific Northwest and theRockies
Backed by Oak Hill Capital Partners and GI Partners Wavehas been an active consolidator in the Pacific Northwestand California acquiring 20 companies across thebandwidth infrastructure data center and mass marketecosystems
Notable recent communications infrastructureacquisitions include Black Rock Cable CoastComSawNet Spectrum Networks and Cascade Networks
MampA Process Dorsquos amp DonrsquotsWith Bandwidth Infrastructure sector consolidation continuing at a rapid pace and the Pacific Northwest representing a desiredcorridor for critical infrastructure it is important for the NWTA members to be well prepared for inbound interest from strategicand financial buyers alike
10
Hire professional advisors Investment Bank Legal Accounting
Entertain one-off strategic discussions Unlikely to achieve best value Lack of competitive tension Knowledge disparity among parties
Invest upfront in work effort Marketing materials Financial model
Be your own banker and lawyer Operational distraction Off-market terms and conditions
Identify your specific financial amp lifestyle goals Outright sale andor financial partner Retire or maintain operating role
Forecast unachievable financial results Lack of momentum in process Ammunition to revisit valuation
Run clear and targeted process Identify most likely buyersinvestors Create competitive tension to maximize value
Convey overly aggressive message to market No learning from indications of interest Restrict ability for true market test
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
11
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Bandwidth Infrastructure MampA Valuation MultiplesThe acquisitions of companies such as Southern Light FPL FiberNet Level 3 and Tower Cloud highlight the value of BandwidthInfrastructure pure-plays to buyers both inside and outside the sector Strategic buyers remain highly focused on achieving scaleand synergies in MampA transactions and addressing critical time-to-market requirements that favor ldquobuyrdquo versus ldquobuildrdquo
12
Bandwidth Infrastructure Diversified Competitive CarrierNotes MampA data based on company SEC filings industry sources and Bank Street estimates
Announced Buyer Seller Transaction Value (mm) TV EBITDA Notes on Sellers EBITDA
Apr-10-17 Uniti Group Southern Light $7000 150x 2017E EBITDA of $467 mill ionFeb-23-17 Uniti Group Hunt Telecom $1700 115x 2016A EBITDA of $148 mill ionFeb-20-17 EQT Infrastructure Lumos Networks $9500 98x LQA EBITDA of $970 mill ionDec-20-16 EQT Infrastructure GlobalConnect euro 4000 125x LQA EBITDA of euro320 mill ionDec-05-16 Consolidated Communications Fairpoint $15000 59x LQA EBITDA of $2556 mill ionNov-30-16 Zayo Group Electric Lightwave $14200 79x LQA EBITDA of $1800 mill ionNov-09-16 GTT Hibernia Networks $6100 95x LQA EBITDA of $644 mill ionNov-07-16 Windstream EarthLink $10570 52x LQA EBITDA of $2020 mill ionNov-01-16 Crown Castle FPL FiberNet $15000 167x 2017E EBITDA of $900 mill ionOct-31-16 CenturyLink Level 3 $335108 117x LQA EBITDA of $29 bil l ionJun-20-16 CSampL Tower Cloud $2300 124x 4Q16A EBITDA of $185 mill ionJun-08-16 Warburg Pincus inexio euro 2500 152x 2015A EBITDA of euro165 mill ionMar-09-16 Partners Group Axia NetMedia C$2717 98x 2016E EBITDA of C$278 mill ionFeb-22-16 Verizon XO Communications $18000 90x LQA EBITDA of $2000 mill ionJan-07-16 Videotron Fibrenoire C$1250 125x LQA EBITDA of C$100 mill ionJan-07-16 CSampL PEG Bandwidth $4500 129x LQA EBITDA of $350 mill ionNov-23-15 Zayo Group Allstream C$4650 47x 2015E EBITDA of C$100 mill ionNov-10-15 Zayo Group Viatel $950 105x Post Synergy EBITDA of $90 mill ionMay-12-15 Antin Infrastructure Eurofiber euro8750 109x 2014E EBITDA of euro823 mill ion
150x
115x98x
125x
59x79x
95x
52x
167x
117x 124x
152x
98x 90x
125x 129x
47x
105x 109x
00x
30x
60x
90x
120x
150x
180x
Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Key Bandwidth Infrastructure Sector ThemesStrong cyclical and secular growth drivers solid performance by sector companies and the steady drumbeat of MampA remain keythemes in the sector A number of new themes have risen to the forefront such as the long-term wireless infrastructureopportunity the growing importance of inter-city and sub-sea networks and the introduction of new players to the sector
7
Continued Consolidation
With a flurry of MampA activity including recently announced deals for Lumos Electric Lightwave FPLFiberNet and Level 3 strategic and financial buyers alike have continued the consolidation of the BandwidthInfrastructure sector a trend which has driven nearly 100 transactions since the beginning of 2014
WirelessInfrastructure
Unprecedented growth in data is straining mobile networks to the breaking point and driving a change bothin network architectures and service providers Verizon has been the most active with dark fiber backhaulRFPs over the past two years but we see growing long-term opportunity with ATampT and other carriers
Inter-CityNetworks
Inter-City networks are a key topic of consideration as Bandwidth Infrastructure companies are undertakinginitiatives to address network choke points deploy diverse routes and proactively address the anticipatedexpiration of IRUs The last two years have seen more inter-city projects launched than the previous decade
New SectorParticipants
Bandwidth Infrastructure is attracting interest from diversified infrastructure investors real estateinvestment trusts and wireless infrastructure players that have been active participants in recent financialand strategic transactions and have the capacity to escalate sector asset values over the long-term
CableCompetition
Cablersquos focus on Commercial Services offers both pros and cons for the Bandwidth Infrastructure sectorCable clearly represents fierce competition with growing focus on large enterprises But we believe thatCable will need to acquire additional fiber companies to fortify their networks and address gaps in coverage
MunicipalBroadband
There has been a growing number of announcements by municipalities seeking to deploy their own fibernetworks in competition with established private market players Left unchecked these moves present thegreatest competitive threat to Cable MSOs and Incumbent Telcos with regard to market share and pricing
Returns onInvested Capital
While the Bandwidth Infrastructure sector continues to enjoy relatively good overall balance betweencompetition pricing and returns on invested capital we note that some players have been particularlyaggressive in pricing and lowering return thresholds on wireless backhaul builds over the past 12 months
CapitalMarkets
Prolonged volatility in the capital markets will inevitably have an effect on the Bandwidth Infrastructuresector in terms of asset values as well as availability and cost of capital That said the sectorrsquos remarkablegrowth characteristics should allow a layer of insulation and resiliency in contrast to the broader economy
MampA Transaction DriversThe Bandwidth Infrastructure sector has experienced a remarkable amount of MampA activity over the past five years driven by thegoal of strategic players to achieve greater size and scale rationalize competition expand addressable revenue opportunity withnew geographic markets or new product offerings and to build value through synergies and accelerated growth
8
Rationalization
Consolidation by companies such as Lightower and Zayo has demonstrated theability to achieve true scale that can deliver powerful operating leverage as wellas strong and sustainable free cash flow that can be used to self-fund organicand strategic growth initiatives as well as pay dividends and retire debt
The rampant pace of merger and acquisition activity over the past five yearshas served to significantly reduce the number of companies competing for the$100 billion Commercial Services market rationalizing the market andimproving the available margins and economic returns for remaining players
Companies that have an established market presence installed customer basesand strong sales machines have been actively looking to expand theiraddressable market opportunity through acquisitions both with respect to newgeographic territory and new services that they can offer
Factors such as time to market scarcity of talented human resources the abilityto rationalize competition value creation through synergies and the availabilityof very low-cost debt have favored acquisitions over organic growth providedthat there are actionable targets with realistic valuation expectations
Growth is the key factor driving valuation with strong MRR bookings andcapacity for future growth based on the sales machine network inventory andaddressable market featured as key elements Potential for synergies areequally important complements to those factors in MampA transactions
Size amp Scale
Market Expansion
Build vs Buy
Valuation Metrics
Bandwidth Infrastructure Landscape Pacific NorthwestWhile there has been some consolidation by the likes of Wave Broadband and Zayo the Bandwidth Infrastructure landscape inthe Pacific Northwest remains highly fragmented with more than a dozen independent providers present across the IdahoOregon and Washington markets
9
Key Pacific Northwest Consolidators
Company Regional Acquisition History
Wave Broadband and Zayo have been the most activebuyers of bandwidth infrastructure businesses in thePacific Northwest
Following its deals for CFS and 360 Networks Zayocontinues its consolidation efforts with the acquisition ofElectric Lightwave significantly enhancing its depth in themajor metro areas in the Pacific Northwest and theRockies
Backed by Oak Hill Capital Partners and GI Partners Wavehas been an active consolidator in the Pacific Northwestand California acquiring 20 companies across thebandwidth infrastructure data center and mass marketecosystems
Notable recent communications infrastructureacquisitions include Black Rock Cable CoastComSawNet Spectrum Networks and Cascade Networks
MampA Process Dorsquos amp DonrsquotsWith Bandwidth Infrastructure sector consolidation continuing at a rapid pace and the Pacific Northwest representing a desiredcorridor for critical infrastructure it is important for the NWTA members to be well prepared for inbound interest from strategicand financial buyers alike
10
Hire professional advisors Investment Bank Legal Accounting
Entertain one-off strategic discussions Unlikely to achieve best value Lack of competitive tension Knowledge disparity among parties
Invest upfront in work effort Marketing materials Financial model
Be your own banker and lawyer Operational distraction Off-market terms and conditions
Identify your specific financial amp lifestyle goals Outright sale andor financial partner Retire or maintain operating role
Forecast unachievable financial results Lack of momentum in process Ammunition to revisit valuation
Run clear and targeted process Identify most likely buyersinvestors Create competitive tension to maximize value
Convey overly aggressive message to market No learning from indications of interest Restrict ability for true market test
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
11
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Bandwidth Infrastructure MampA Valuation MultiplesThe acquisitions of companies such as Southern Light FPL FiberNet Level 3 and Tower Cloud highlight the value of BandwidthInfrastructure pure-plays to buyers both inside and outside the sector Strategic buyers remain highly focused on achieving scaleand synergies in MampA transactions and addressing critical time-to-market requirements that favor ldquobuyrdquo versus ldquobuildrdquo
12
Bandwidth Infrastructure Diversified Competitive CarrierNotes MampA data based on company SEC filings industry sources and Bank Street estimates
Announced Buyer Seller Transaction Value (mm) TV EBITDA Notes on Sellers EBITDA
Apr-10-17 Uniti Group Southern Light $7000 150x 2017E EBITDA of $467 mill ionFeb-23-17 Uniti Group Hunt Telecom $1700 115x 2016A EBITDA of $148 mill ionFeb-20-17 EQT Infrastructure Lumos Networks $9500 98x LQA EBITDA of $970 mill ionDec-20-16 EQT Infrastructure GlobalConnect euro 4000 125x LQA EBITDA of euro320 mill ionDec-05-16 Consolidated Communications Fairpoint $15000 59x LQA EBITDA of $2556 mill ionNov-30-16 Zayo Group Electric Lightwave $14200 79x LQA EBITDA of $1800 mill ionNov-09-16 GTT Hibernia Networks $6100 95x LQA EBITDA of $644 mill ionNov-07-16 Windstream EarthLink $10570 52x LQA EBITDA of $2020 mill ionNov-01-16 Crown Castle FPL FiberNet $15000 167x 2017E EBITDA of $900 mill ionOct-31-16 CenturyLink Level 3 $335108 117x LQA EBITDA of $29 bil l ionJun-20-16 CSampL Tower Cloud $2300 124x 4Q16A EBITDA of $185 mill ionJun-08-16 Warburg Pincus inexio euro 2500 152x 2015A EBITDA of euro165 mill ionMar-09-16 Partners Group Axia NetMedia C$2717 98x 2016E EBITDA of C$278 mill ionFeb-22-16 Verizon XO Communications $18000 90x LQA EBITDA of $2000 mill ionJan-07-16 Videotron Fibrenoire C$1250 125x LQA EBITDA of C$100 mill ionJan-07-16 CSampL PEG Bandwidth $4500 129x LQA EBITDA of $350 mill ionNov-23-15 Zayo Group Allstream C$4650 47x 2015E EBITDA of C$100 mill ionNov-10-15 Zayo Group Viatel $950 105x Post Synergy EBITDA of $90 mill ionMay-12-15 Antin Infrastructure Eurofiber euro8750 109x 2014E EBITDA of euro823 mill ion
150x
115x98x
125x
59x79x
95x
52x
167x
117x 124x
152x
98x 90x
125x 129x
47x
105x 109x
00x
30x
60x
90x
120x
150x
180x
Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
MampA Transaction DriversThe Bandwidth Infrastructure sector has experienced a remarkable amount of MampA activity over the past five years driven by thegoal of strategic players to achieve greater size and scale rationalize competition expand addressable revenue opportunity withnew geographic markets or new product offerings and to build value through synergies and accelerated growth
8
Rationalization
Consolidation by companies such as Lightower and Zayo has demonstrated theability to achieve true scale that can deliver powerful operating leverage as wellas strong and sustainable free cash flow that can be used to self-fund organicand strategic growth initiatives as well as pay dividends and retire debt
The rampant pace of merger and acquisition activity over the past five yearshas served to significantly reduce the number of companies competing for the$100 billion Commercial Services market rationalizing the market andimproving the available margins and economic returns for remaining players
Companies that have an established market presence installed customer basesand strong sales machines have been actively looking to expand theiraddressable market opportunity through acquisitions both with respect to newgeographic territory and new services that they can offer
Factors such as time to market scarcity of talented human resources the abilityto rationalize competition value creation through synergies and the availabilityof very low-cost debt have favored acquisitions over organic growth providedthat there are actionable targets with realistic valuation expectations
Growth is the key factor driving valuation with strong MRR bookings andcapacity for future growth based on the sales machine network inventory andaddressable market featured as key elements Potential for synergies areequally important complements to those factors in MampA transactions
Size amp Scale
Market Expansion
Build vs Buy
Valuation Metrics
Bandwidth Infrastructure Landscape Pacific NorthwestWhile there has been some consolidation by the likes of Wave Broadband and Zayo the Bandwidth Infrastructure landscape inthe Pacific Northwest remains highly fragmented with more than a dozen independent providers present across the IdahoOregon and Washington markets
9
Key Pacific Northwest Consolidators
Company Regional Acquisition History
Wave Broadband and Zayo have been the most activebuyers of bandwidth infrastructure businesses in thePacific Northwest
Following its deals for CFS and 360 Networks Zayocontinues its consolidation efforts with the acquisition ofElectric Lightwave significantly enhancing its depth in themajor metro areas in the Pacific Northwest and theRockies
Backed by Oak Hill Capital Partners and GI Partners Wavehas been an active consolidator in the Pacific Northwestand California acquiring 20 companies across thebandwidth infrastructure data center and mass marketecosystems
Notable recent communications infrastructureacquisitions include Black Rock Cable CoastComSawNet Spectrum Networks and Cascade Networks
MampA Process Dorsquos amp DonrsquotsWith Bandwidth Infrastructure sector consolidation continuing at a rapid pace and the Pacific Northwest representing a desiredcorridor for critical infrastructure it is important for the NWTA members to be well prepared for inbound interest from strategicand financial buyers alike
10
Hire professional advisors Investment Bank Legal Accounting
Entertain one-off strategic discussions Unlikely to achieve best value Lack of competitive tension Knowledge disparity among parties
Invest upfront in work effort Marketing materials Financial model
Be your own banker and lawyer Operational distraction Off-market terms and conditions
Identify your specific financial amp lifestyle goals Outright sale andor financial partner Retire or maintain operating role
Forecast unachievable financial results Lack of momentum in process Ammunition to revisit valuation
Run clear and targeted process Identify most likely buyersinvestors Create competitive tension to maximize value
Convey overly aggressive message to market No learning from indications of interest Restrict ability for true market test
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
11
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Bandwidth Infrastructure MampA Valuation MultiplesThe acquisitions of companies such as Southern Light FPL FiberNet Level 3 and Tower Cloud highlight the value of BandwidthInfrastructure pure-plays to buyers both inside and outside the sector Strategic buyers remain highly focused on achieving scaleand synergies in MampA transactions and addressing critical time-to-market requirements that favor ldquobuyrdquo versus ldquobuildrdquo
12
Bandwidth Infrastructure Diversified Competitive CarrierNotes MampA data based on company SEC filings industry sources and Bank Street estimates
Announced Buyer Seller Transaction Value (mm) TV EBITDA Notes on Sellers EBITDA
Apr-10-17 Uniti Group Southern Light $7000 150x 2017E EBITDA of $467 mill ionFeb-23-17 Uniti Group Hunt Telecom $1700 115x 2016A EBITDA of $148 mill ionFeb-20-17 EQT Infrastructure Lumos Networks $9500 98x LQA EBITDA of $970 mill ionDec-20-16 EQT Infrastructure GlobalConnect euro 4000 125x LQA EBITDA of euro320 mill ionDec-05-16 Consolidated Communications Fairpoint $15000 59x LQA EBITDA of $2556 mill ionNov-30-16 Zayo Group Electric Lightwave $14200 79x LQA EBITDA of $1800 mill ionNov-09-16 GTT Hibernia Networks $6100 95x LQA EBITDA of $644 mill ionNov-07-16 Windstream EarthLink $10570 52x LQA EBITDA of $2020 mill ionNov-01-16 Crown Castle FPL FiberNet $15000 167x 2017E EBITDA of $900 mill ionOct-31-16 CenturyLink Level 3 $335108 117x LQA EBITDA of $29 bil l ionJun-20-16 CSampL Tower Cloud $2300 124x 4Q16A EBITDA of $185 mill ionJun-08-16 Warburg Pincus inexio euro 2500 152x 2015A EBITDA of euro165 mill ionMar-09-16 Partners Group Axia NetMedia C$2717 98x 2016E EBITDA of C$278 mill ionFeb-22-16 Verizon XO Communications $18000 90x LQA EBITDA of $2000 mill ionJan-07-16 Videotron Fibrenoire C$1250 125x LQA EBITDA of C$100 mill ionJan-07-16 CSampL PEG Bandwidth $4500 129x LQA EBITDA of $350 mill ionNov-23-15 Zayo Group Allstream C$4650 47x 2015E EBITDA of C$100 mill ionNov-10-15 Zayo Group Viatel $950 105x Post Synergy EBITDA of $90 mill ionMay-12-15 Antin Infrastructure Eurofiber euro8750 109x 2014E EBITDA of euro823 mill ion
150x
115x98x
125x
59x79x
95x
52x
167x
117x 124x
152x
98x 90x
125x 129x
47x
105x 109x
00x
30x
60x
90x
120x
150x
180x
Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Bandwidth Infrastructure Landscape Pacific NorthwestWhile there has been some consolidation by the likes of Wave Broadband and Zayo the Bandwidth Infrastructure landscape inthe Pacific Northwest remains highly fragmented with more than a dozen independent providers present across the IdahoOregon and Washington markets
9
Key Pacific Northwest Consolidators
Company Regional Acquisition History
Wave Broadband and Zayo have been the most activebuyers of bandwidth infrastructure businesses in thePacific Northwest
Following its deals for CFS and 360 Networks Zayocontinues its consolidation efforts with the acquisition ofElectric Lightwave significantly enhancing its depth in themajor metro areas in the Pacific Northwest and theRockies
Backed by Oak Hill Capital Partners and GI Partners Wavehas been an active consolidator in the Pacific Northwestand California acquiring 20 companies across thebandwidth infrastructure data center and mass marketecosystems
Notable recent communications infrastructureacquisitions include Black Rock Cable CoastComSawNet Spectrum Networks and Cascade Networks
MampA Process Dorsquos amp DonrsquotsWith Bandwidth Infrastructure sector consolidation continuing at a rapid pace and the Pacific Northwest representing a desiredcorridor for critical infrastructure it is important for the NWTA members to be well prepared for inbound interest from strategicand financial buyers alike
10
Hire professional advisors Investment Bank Legal Accounting
Entertain one-off strategic discussions Unlikely to achieve best value Lack of competitive tension Knowledge disparity among parties
Invest upfront in work effort Marketing materials Financial model
Be your own banker and lawyer Operational distraction Off-market terms and conditions
Identify your specific financial amp lifestyle goals Outright sale andor financial partner Retire or maintain operating role
Forecast unachievable financial results Lack of momentum in process Ammunition to revisit valuation
Run clear and targeted process Identify most likely buyersinvestors Create competitive tension to maximize value
Convey overly aggressive message to market No learning from indications of interest Restrict ability for true market test
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
11
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Bandwidth Infrastructure MampA Valuation MultiplesThe acquisitions of companies such as Southern Light FPL FiberNet Level 3 and Tower Cloud highlight the value of BandwidthInfrastructure pure-plays to buyers both inside and outside the sector Strategic buyers remain highly focused on achieving scaleand synergies in MampA transactions and addressing critical time-to-market requirements that favor ldquobuyrdquo versus ldquobuildrdquo
12
Bandwidth Infrastructure Diversified Competitive CarrierNotes MampA data based on company SEC filings industry sources and Bank Street estimates
Announced Buyer Seller Transaction Value (mm) TV EBITDA Notes on Sellers EBITDA
Apr-10-17 Uniti Group Southern Light $7000 150x 2017E EBITDA of $467 mill ionFeb-23-17 Uniti Group Hunt Telecom $1700 115x 2016A EBITDA of $148 mill ionFeb-20-17 EQT Infrastructure Lumos Networks $9500 98x LQA EBITDA of $970 mill ionDec-20-16 EQT Infrastructure GlobalConnect euro 4000 125x LQA EBITDA of euro320 mill ionDec-05-16 Consolidated Communications Fairpoint $15000 59x LQA EBITDA of $2556 mill ionNov-30-16 Zayo Group Electric Lightwave $14200 79x LQA EBITDA of $1800 mill ionNov-09-16 GTT Hibernia Networks $6100 95x LQA EBITDA of $644 mill ionNov-07-16 Windstream EarthLink $10570 52x LQA EBITDA of $2020 mill ionNov-01-16 Crown Castle FPL FiberNet $15000 167x 2017E EBITDA of $900 mill ionOct-31-16 CenturyLink Level 3 $335108 117x LQA EBITDA of $29 bil l ionJun-20-16 CSampL Tower Cloud $2300 124x 4Q16A EBITDA of $185 mill ionJun-08-16 Warburg Pincus inexio euro 2500 152x 2015A EBITDA of euro165 mill ionMar-09-16 Partners Group Axia NetMedia C$2717 98x 2016E EBITDA of C$278 mill ionFeb-22-16 Verizon XO Communications $18000 90x LQA EBITDA of $2000 mill ionJan-07-16 Videotron Fibrenoire C$1250 125x LQA EBITDA of C$100 mill ionJan-07-16 CSampL PEG Bandwidth $4500 129x LQA EBITDA of $350 mill ionNov-23-15 Zayo Group Allstream C$4650 47x 2015E EBITDA of C$100 mill ionNov-10-15 Zayo Group Viatel $950 105x Post Synergy EBITDA of $90 mill ionMay-12-15 Antin Infrastructure Eurofiber euro8750 109x 2014E EBITDA of euro823 mill ion
150x
115x98x
125x
59x79x
95x
52x
167x
117x 124x
152x
98x 90x
125x 129x
47x
105x 109x
00x
30x
60x
90x
120x
150x
180x
Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
MampA Process Dorsquos amp DonrsquotsWith Bandwidth Infrastructure sector consolidation continuing at a rapid pace and the Pacific Northwest representing a desiredcorridor for critical infrastructure it is important for the NWTA members to be well prepared for inbound interest from strategicand financial buyers alike
10
Hire professional advisors Investment Bank Legal Accounting
Entertain one-off strategic discussions Unlikely to achieve best value Lack of competitive tension Knowledge disparity among parties
Invest upfront in work effort Marketing materials Financial model
Be your own banker and lawyer Operational distraction Off-market terms and conditions
Identify your specific financial amp lifestyle goals Outright sale andor financial partner Retire or maintain operating role
Forecast unachievable financial results Lack of momentum in process Ammunition to revisit valuation
Run clear and targeted process Identify most likely buyersinvestors Create competitive tension to maximize value
Convey overly aggressive message to market No learning from indications of interest Restrict ability for true market test
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
11
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Bandwidth Infrastructure MampA Valuation MultiplesThe acquisitions of companies such as Southern Light FPL FiberNet Level 3 and Tower Cloud highlight the value of BandwidthInfrastructure pure-plays to buyers both inside and outside the sector Strategic buyers remain highly focused on achieving scaleand synergies in MampA transactions and addressing critical time-to-market requirements that favor ldquobuyrdquo versus ldquobuildrdquo
12
Bandwidth Infrastructure Diversified Competitive CarrierNotes MampA data based on company SEC filings industry sources and Bank Street estimates
Announced Buyer Seller Transaction Value (mm) TV EBITDA Notes on Sellers EBITDA
Apr-10-17 Uniti Group Southern Light $7000 150x 2017E EBITDA of $467 mill ionFeb-23-17 Uniti Group Hunt Telecom $1700 115x 2016A EBITDA of $148 mill ionFeb-20-17 EQT Infrastructure Lumos Networks $9500 98x LQA EBITDA of $970 mill ionDec-20-16 EQT Infrastructure GlobalConnect euro 4000 125x LQA EBITDA of euro320 mill ionDec-05-16 Consolidated Communications Fairpoint $15000 59x LQA EBITDA of $2556 mill ionNov-30-16 Zayo Group Electric Lightwave $14200 79x LQA EBITDA of $1800 mill ionNov-09-16 GTT Hibernia Networks $6100 95x LQA EBITDA of $644 mill ionNov-07-16 Windstream EarthLink $10570 52x LQA EBITDA of $2020 mill ionNov-01-16 Crown Castle FPL FiberNet $15000 167x 2017E EBITDA of $900 mill ionOct-31-16 CenturyLink Level 3 $335108 117x LQA EBITDA of $29 bil l ionJun-20-16 CSampL Tower Cloud $2300 124x 4Q16A EBITDA of $185 mill ionJun-08-16 Warburg Pincus inexio euro 2500 152x 2015A EBITDA of euro165 mill ionMar-09-16 Partners Group Axia NetMedia C$2717 98x 2016E EBITDA of C$278 mill ionFeb-22-16 Verizon XO Communications $18000 90x LQA EBITDA of $2000 mill ionJan-07-16 Videotron Fibrenoire C$1250 125x LQA EBITDA of C$100 mill ionJan-07-16 CSampL PEG Bandwidth $4500 129x LQA EBITDA of $350 mill ionNov-23-15 Zayo Group Allstream C$4650 47x 2015E EBITDA of C$100 mill ionNov-10-15 Zayo Group Viatel $950 105x Post Synergy EBITDA of $90 mill ionMay-12-15 Antin Infrastructure Eurofiber euro8750 109x 2014E EBITDA of euro823 mill ion
150x
115x98x
125x
59x79x
95x
52x
167x
117x 124x
152x
98x 90x
125x 129x
47x
105x 109x
00x
30x
60x
90x
120x
150x
180x
Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
11
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Bandwidth Infrastructure MampA Valuation MultiplesThe acquisitions of companies such as Southern Light FPL FiberNet Level 3 and Tower Cloud highlight the value of BandwidthInfrastructure pure-plays to buyers both inside and outside the sector Strategic buyers remain highly focused on achieving scaleand synergies in MampA transactions and addressing critical time-to-market requirements that favor ldquobuyrdquo versus ldquobuildrdquo
12
Bandwidth Infrastructure Diversified Competitive CarrierNotes MampA data based on company SEC filings industry sources and Bank Street estimates
Announced Buyer Seller Transaction Value (mm) TV EBITDA Notes on Sellers EBITDA
Apr-10-17 Uniti Group Southern Light $7000 150x 2017E EBITDA of $467 mill ionFeb-23-17 Uniti Group Hunt Telecom $1700 115x 2016A EBITDA of $148 mill ionFeb-20-17 EQT Infrastructure Lumos Networks $9500 98x LQA EBITDA of $970 mill ionDec-20-16 EQT Infrastructure GlobalConnect euro 4000 125x LQA EBITDA of euro320 mill ionDec-05-16 Consolidated Communications Fairpoint $15000 59x LQA EBITDA of $2556 mill ionNov-30-16 Zayo Group Electric Lightwave $14200 79x LQA EBITDA of $1800 mill ionNov-09-16 GTT Hibernia Networks $6100 95x LQA EBITDA of $644 mill ionNov-07-16 Windstream EarthLink $10570 52x LQA EBITDA of $2020 mill ionNov-01-16 Crown Castle FPL FiberNet $15000 167x 2017E EBITDA of $900 mill ionOct-31-16 CenturyLink Level 3 $335108 117x LQA EBITDA of $29 bil l ionJun-20-16 CSampL Tower Cloud $2300 124x 4Q16A EBITDA of $185 mill ionJun-08-16 Warburg Pincus inexio euro 2500 152x 2015A EBITDA of euro165 mill ionMar-09-16 Partners Group Axia NetMedia C$2717 98x 2016E EBITDA of C$278 mill ionFeb-22-16 Verizon XO Communications $18000 90x LQA EBITDA of $2000 mill ionJan-07-16 Videotron Fibrenoire C$1250 125x LQA EBITDA of C$100 mill ionJan-07-16 CSampL PEG Bandwidth $4500 129x LQA EBITDA of $350 mill ionNov-23-15 Zayo Group Allstream C$4650 47x 2015E EBITDA of C$100 mill ionNov-10-15 Zayo Group Viatel $950 105x Post Synergy EBITDA of $90 mill ionMay-12-15 Antin Infrastructure Eurofiber euro8750 109x 2014E EBITDA of euro823 mill ion
150x
115x98x
125x
59x79x
95x
52x
167x
117x 124x
152x
98x 90x
125x 129x
47x
105x 109x
00x
30x
60x
90x
120x
150x
180x
Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Bandwidth Infrastructure MampA Valuation MultiplesThe acquisitions of companies such as Southern Light FPL FiberNet Level 3 and Tower Cloud highlight the value of BandwidthInfrastructure pure-plays to buyers both inside and outside the sector Strategic buyers remain highly focused on achieving scaleand synergies in MampA transactions and addressing critical time-to-market requirements that favor ldquobuyrdquo versus ldquobuildrdquo
12
Bandwidth Infrastructure Diversified Competitive CarrierNotes MampA data based on company SEC filings industry sources and Bank Street estimates
Announced Buyer Seller Transaction Value (mm) TV EBITDA Notes on Sellers EBITDA
Apr-10-17 Uniti Group Southern Light $7000 150x 2017E EBITDA of $467 mill ionFeb-23-17 Uniti Group Hunt Telecom $1700 115x 2016A EBITDA of $148 mill ionFeb-20-17 EQT Infrastructure Lumos Networks $9500 98x LQA EBITDA of $970 mill ionDec-20-16 EQT Infrastructure GlobalConnect euro 4000 125x LQA EBITDA of euro320 mill ionDec-05-16 Consolidated Communications Fairpoint $15000 59x LQA EBITDA of $2556 mill ionNov-30-16 Zayo Group Electric Lightwave $14200 79x LQA EBITDA of $1800 mill ionNov-09-16 GTT Hibernia Networks $6100 95x LQA EBITDA of $644 mill ionNov-07-16 Windstream EarthLink $10570 52x LQA EBITDA of $2020 mill ionNov-01-16 Crown Castle FPL FiberNet $15000 167x 2017E EBITDA of $900 mill ionOct-31-16 CenturyLink Level 3 $335108 117x LQA EBITDA of $29 bil l ionJun-20-16 CSampL Tower Cloud $2300 124x 4Q16A EBITDA of $185 mill ionJun-08-16 Warburg Pincus inexio euro 2500 152x 2015A EBITDA of euro165 mill ionMar-09-16 Partners Group Axia NetMedia C$2717 98x 2016E EBITDA of C$278 mill ionFeb-22-16 Verizon XO Communications $18000 90x LQA EBITDA of $2000 mill ionJan-07-16 Videotron Fibrenoire C$1250 125x LQA EBITDA of C$100 mill ionJan-07-16 CSampL PEG Bandwidth $4500 129x LQA EBITDA of $350 mill ionNov-23-15 Zayo Group Allstream C$4650 47x 2015E EBITDA of C$100 mill ionNov-10-15 Zayo Group Viatel $950 105x Post Synergy EBITDA of $90 mill ionMay-12-15 Antin Infrastructure Eurofiber euro8750 109x 2014E EBITDA of euro823 mill ion
150x
115x98x
125x
59x79x
95x
52x
167x
117x 124x
152x
98x 90x
125x 129x
47x
105x 109x
00x
30x
60x
90x
120x
150x
180x
Southern Light Hunt Lumos GC Fairpoint ELI Hibernia EarthLink FPL Level 3 Tower Cloud inexio Axia XO Fibrenoire PEG Allstream Viatel Eurofiber
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
13
Tab 2 Sector Overview
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Single Market Regional National
North American Bandwidth Infrastructure LandscapeDespite the substantial MampA activity that has unfolded over the past three years the broadband carrier market remains highlyfragmented and ripe for further consolidation Strategic activity will be driven by the competitive dynamics financial profilegrowth potential synergy opportunity and geographic footprint of each potential target in the context of a buyerrsquos business plan
14
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Private Line RevenueThe shift from legacy SONET or TDM offerings to current generation products such as Wavelengths and Ethernet is accelerating ascarrier and enterprise customers alike look to upgrade their networks Such moves are a net positive for many new entrants butcan cannibalize revenue from established players Insight Research expects total private line revenue to bottom in 2016
15Source Insight Research Corp Private Line and Wavelength Services Report (2013)
$-
$5000
$10000
$15000
$20000
$25000
$30000
$35000
$40000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
Total Private Line Revenue
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Ethernet RevenueInsight Research forecasts that the total US public Ethernet market will grow at a compound annual growth rate of nearly 20from 2012 through 2017 driven by increasing data bandwidth demands and the servicersquos total cost of ownership advantages inproviding high and flexible bandwidth solutions versus competitive services
16Source Insight Research Corp US Carriers and Ethernet Services Report (2013)
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Public Ethernet Revenue
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Business Internet Access RevenueAtlantic-ACM forecasts that the US Business Dedicated Internet Access Market will grow to $75 billion by 2017 exhibitinggrowth despite increased pressure from the Cable MSOs as migration to cloud-based business IT services and hosted applicationsdrives increased bandwidth usage and larger businesses continue to use DIA as an access technology for VoIP services
17Source Atlantic-ACM Visual DATALINE (2013)
$-
$1000
$2000
$3000
$4000
$5000
$6000
$7000
$8000
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Business DIA Revenue
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Dark Fiber RevenueThe US dark fiber market is approximately $1 billion in size with growth propelled by exponential increases in demand forbandwidth from communication service providers wireless service providers major media and content companies and largeenterprises that have the expertise to run their own fiber optic networks and sufficient bandwidth demand to justify the cost
18Source IBISWorld Dark Fiber Network Operators in the US Report (2012)
$-
$200
$400
$600
$800
$1000
$1200
$1400
2012 2013 2014 2015 2016 2017
$ in
Mill
ions
US Dark Fiber Revenue
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Bandwidth Infrastructure Quarterly Results SnapshotRecent results from fiber-based carriers exhibited robust growth fueled by enterprise and carrier demand for high-bandwidthconnectivity allowing many of the leading pureplay companies to deliver solid top-line revenue growth in spite of churn and pricecompression from legacy SONET and TDM-based products
19
Cogent reported 4Q16 revenue of $1156 million an increase of99 year-over-year from $1052 million in 4Q15 and an increaseof 22 sequentially from $1131 million in 3Q16 The companyreported 4Q16 Adjusted EBITDA of $377 million up 27 year-over-year from $368 million in 3Q15 and down 03sequentially from $379 million in 3Q16 4Q16 Adjusted EBITDAwas negatively impacted by $29 million of expenses associatedwith the proposed settlement of a class action suit
Cogent Communications IncFebruary 23 2017
Zayo reported 2FQ17 revenue of $5067 million including $1079million from Zayo Canada representing 1 quarter-over-quarterannualized revenue growth and 4 quarter-over-quarterannualized recurring revenue growth excluding Zayo CanadaThe company reported bookings of $52 million gross installs of$67 million churn of 12 and net installs of $20 million all ona monthly recurring revenue (MRR) and monthly amortizedrevenue (MAR) basis excluding Zayo Canada
Zayo Group LLCFebruary 9 2017
Level 3 reported revenue of $2032 billion for the fourth quarterof 2016 down compared to $2053 billion for the fourth quarterof 2015 The companys core network services revenue was$1934 billion in the fourth quarter of 2016 decreasing 05year-over-year on a reported basis and increasing 02 year-over-year on a constant currency basis Adjusted EBITDA grew to$2865 billion or 11 on a modified basis excluding $15 millionof CenturyLink acquisition-related expenses
Level 3 Communications IncFebruary 8 2017
Lumos reported total 4Q16 revenue of $519 million flat year-over-year while Adjusted EBITDA of $239 million was down 2year-over-year Data revenue was $316 million up over 6 year-over-year and total combined FTTC and Enterprise revenue was$235 million up nearly 19 year-over-year On a combinedbasis FTTC and Enterprise constituted over 74 of the companysData revenue versus 66 in the prior year of which 95 tied toEthernet and other advanced fiber technologies
Lumos Networks CorpMarch 7 2017
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
20
Tab 3 MampA Backdrop
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Acquired (Last 12 Months) In Play (North America)
In Play (Rest of World)
Sector MampA TrackerSector MampA activity over the last several years has effectively established a handful of large-scale regional and national pureplaysand set the stage for additional consolidation 2016 saw more than $40 billion of strategic transactions announced led by theLevel 3 FPL FiberNet and Unite Private Networks transactions and 2017 is expected to be an active year
21Note Companies noted as ldquoIn Playrdquo are based on industry sources and press reports including active financial or strategic processes and recently terminated processes
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Telefoacutenica Sells Up to 40 of Telxius to KKROn February 20 2017 Telefoacutenica SA (ldquoTelefoacutenicardquo) announced that it had reached a definitive agreement with KKR Group(ldquoKKRrdquo) for the sale of up to a 40 stake in Telxius Telecom SAU (ldquoTelxiusrdquo) its global telecommunications infrastructurebusiness for euro13 billion at an implied enterprise value of euro37 billion
22
Overview Transaction Rationale
Under the terms of the agreement KKR will acquire 40 ofTelxius for a total amount of euro13 billion The agreementincludes the initial acquisition by KKR of 62 million shares(248) of Telxius for a total amount of euro790 million as wellas the option to acquire and sell an additional 38 millionshares (152) for an amount of at least euro485 million Thedeal is structured as a call option exercisable by KKR and aput option exercisable by Telefoacutenica upon maturity of thecall option Closing is subject to regulatory approval and thewindow for KKR to exercise its option is the fourth quarter of2017 provided the required approvals have been granted
With the transaction Telefoacutenica and KKR will partner todevelop and grow a leading telecom infrastructure operatorwith nearly 16000 wireless towers in Europe and SouthAmerica as well as an international network of 65000kilometers of submarine cable of which 31000 kilometersare owned by Telxius Following the deal Telefonica willremain the anchor tenant for the Telxius tower and fiberbusinesses and will keep a majority stake in and operationalcontrol of Telxius KKR will look to continue to support thegrowth of the company driven by the strong demand formobile data wireless infrastructure and bandwidth
Bank Street Commentary Valuation
With the KKR deal Telefoacutenica achieved roughly the samenet capital result and valuation that was targeted in itsfailed attempt to publicly list Telxius with an IPO in 2016
The Telxius process demonstrated broad-based interest inthe Bandwidth and Wireless Infrastructure market by largeprivate equity and infrastructure fund complexes
KKR competed in the Telxius process with an array ofglobal funds including Ardian Brookfield CVC as well assovereign fund GIC according to press reports
Given its size and global reach Telxius has the potential tobe an active consolidator in order to expand its asset baseand diversify away from its reliance on Telefoacutenica
The valuation of 114x 2017E Adjusted EBITDA appears lowin comparison to precedent transactions for comparableassets reflecting a minority stake without a change ofcontrol premium the heavy reliance of Telxius on Telefoacutenicawhich contributes 88 of tower revenue and 44 of fiberrevenue as well as the fact that Telxius has a highlyinefficient capital structure with leverage of only 15x
Enterprise Value (EV) euro3678 million
2017E Adjusted EBITDA euro323 million
TV2017E Adjusted EBITDA 114x
Sources KKR Reuters Telefoacutenica
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
EQT Infrastructure to Acquire Lumos Networks for $950 MillionOn February 20 2017 Lumos Networks Corp (NASDAQ LMOS) (ldquoLumos Networksrdquo) announced that it had entered into adefinitive agreement to be acquired by EQT Infrastructure (ldquoEQTrdquo) for $1800 per share equal to an enterprise value ofapproximately $950 million
23
Overview Transaction Rationale
Under the terms of the definitive agreement EQTInfrastructure will acquire 100 of the common stock ofLumos Networks for $1800 per share in cash representing apremium of 182 to the closing price of $1523 on February17 2017 and a premium of 349 to the companyrsquos 12month volume-weighted average price of $1335 per shareThe agreement was approved by all voting members of theLumos Networks board of directors and is subject toshareholder approval regulatory approval and othercustomary closing conditions The transaction is expected tobe completed during the third quarter of 2017
With the acquisition EQT Infrastructure will establish atelecom infrastructure platform in the United States anobjective that it has been seeking to accomplish for the lasttwo years following the formation of its US telecominfrastructure practice Lumos is a company undergoing atransformation from a diversified carrier business to a fiber-centric bandwidth infrastructure focused operator atransition that EQT will likely look to accelerate following theacquisition For Lumos Networks the deal represents apremium exit for shareholders including Pamplona Capitalwhich had made a $150 million investment in August 2015
Bank Street Commentary Valuation
This transaction will establish EQT Infrastructure with ascale platform that it can use to aggressively pursuesynergistic MampA opportunities in contiguous markets
The moves that Oak Hill has made with its FirstLightplatform in the past year provide a compelling playbookfor value creation through regional consolidation
EQT will have a considerable number of follow-on targetsto consider with significant optionality in the Mid-Atlanticand Northeast as well as to the South and West
This deal underscores the robust values in the BandwidthInfrastructure sector while introducing a new buyer andenhancing the scarcity value of the remaining players
The $1800 per share value equates to a transaction value ofapproximately $950 million equal to 98x Lumos Networksrsquo3Q 2016 annualized adjusted EBITDA of $97 millionAssuming a market multiple of 50x to 60x for its RLEC andCLEC components this transaction appears to value thecompanyrsquos fiber business at 125x to 135x LQA EBITDA
Transaction Value (TV) $950 million
LQA Adjusted EBITDA $97 million
TVLQA Adjusted EBITDA 98x
Source Lumos Networks Bank Street estimates
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Zayo to Acquire Electric Lightwave for $14 BillionOn November 30 2016 Zayo Group Holdings Inc (ldquoZayoldquo) (NYSE ZAYO) announced that it had entered into a definitiveagreement to acquire Electric Lightwave formerly known as Integra Telecom for $142 billion in cash Electric Lightwave providesbandwidth infrastructure and telecom services primarily in the Western United States
24
Overview Transaction Rationale
Under the terms of the agreement Zayo will acquire bothElectric Lightwaversquos bandwidth infrastructure business in theWestern US and traditional CLEC operations primarilylocated in Colorado and Minnesota The deal adds 8100route miles of long haul fiber and 4000 miles of metro fiberin Portland Seattle Sacramento San Francisco San Jose SaltLake City Spokane and Boise with more than 3200 on-netlocations The transaction is expected to close in the firstquarter of 2017 subject to customary regulatory approvalsand closing conditions Zayo will fund the transaction with acombination of cash on hand and debt
The Electric Lightwave transaction adds fiber richcomplementary assets in key west coast markets andstrengthens Zayorsquos position as a leading national bandwidthinfrastructure provider Approximately 40 percent of ElectricLightwaversquos existing revenue aligns with Zayorsquos infrastructure-focused business while the remainder has a customer basethat aligns well with Zayorsquos Canadian SME and voicebusinesses Zayo expects to achieve more than $40 million inannual cost synergies over time and will benefit from morethan $400 million in net operating loss carryforwardsacquired in the transaction
Bank Street Commentary Valuation
The transaction follows the August 2016 announcementby Integra that it had split its business and establishedElectric Lightwave as a standalone fiber services pure-play
Zayo made a pre-emptive move to acquire ElectricLightwave and distinguished themselves by buying boththe infrastructure and legacy businesses
With a blended multiple of below 80x Zayo has thepotential to leverage its acquisition integration abilities torealize substantial upside from the investment
The deal represents Zayorsquos first material move in the USfiber market in over two years and first major deal sinceits January 2016 acquisition of Allstream
The $142 billion valuation for Electric Lightwave represents amultiple of 79x LQA EBITDA With $40+ million of plannedsynergies Zayo expects to buy down this multiple to below65x over the next five quarters
Transaction Value (TV) $142 billion
LQA Revenue $538 million
LQA EBITDA $180 million
TVLQA Revenue 26x
TVLQA EBITDA 79x
Source Zayo Group Electric Lightwave
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Windstream to Acquire EarthLink for $11 BillionOn November 7 2016 Windstream Holdings Inc (Nasdaq WIN) (ldquoWindstreamrdquo) and EarthLink Holdings Corp (Nasdaq ELNK)(ldquoEarthLinkrdquo) announced that their boards of directors unanimously approved a definitive merger agreement under whichWindstream and EarthLink will merge in an all-stock transaction valued at approximately $11 billion including debt
25
Overview Transaction Rationale
Under the terms of the agreement EarthLink shareholderswill receive 0818 shares of Windstream common stock foreach EarthLink share owned This ratio represents a 13premium to the average exchange ratio of 0721x over themonth ended Nov 3 2016 the most recent unaffectedtrading day Windstream expects to issue approximately 93million shares of stock valued at approximately $673 millionbased on the companyrsquos closing stock price on Nov 4 2016Upon closing of the transaction Windstream shareholderswill own approximately 51 and EarthLink shareholders willown approximately 49 of the combined company
With the acquisition of EarthLink Windstream will haveincreased scale and scope giving it the ability to leverage bestpractices across a broader platform and offer customersexpanded products services and enhanced enterprisesolutions The combination will result in an extensivenational footprint spanning approximately 145000 fiberroute miles and a broader service portfolio includingadvanced networking managed services voice internet andother value-added services Customers will also benefit fromcombining Windstreamrsquos scale in the Enterprise segment andEarthLinkrsquos successful launch of its SD-WAN services
Bank Street Commentary Valuation
The deal comes less than one week after CenturyLinkannounced the $34 billion blockbuster deal to acquireDenver Colorado-based Level 3
The acquisition of EarthLink brings a substantial nationalCLEC presence as well as significant fiber assets on theEast Coast expanding Windstreamrsquos geographic presence
Windstream anticipates annual operating and capitalexpenditure synergies of more than $125 million proforma for the combination
With each Company facing top-line growth challenges thedeal will bring further scale and runway for thetransformation to a path of sustainable growth
The $11 billion valuation for EarthLink represents a multipleof 52x EarthLinkrsquos third quarter 2016 annualized EBITDA of$202 million
Transaction Value (TV) $11 billion
LQA Revenue $9404 million
LQA EBITDA $202 million
TVLQA Revenue 11x
TVLQA EBITDA 52x
Source Windstream EarthLink
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Crown Castle to Acquire FPL FiberNet for $15 BillionOn November 1 2016 NextEra Energy (NextEraldquo) (NYSE NEE) announced that it had entered into a definitive agreement to sellFPL FiberNet and its operating subsidiaries (collectively ldquoFPL FiberNet) to Crown Castle International Corp (ldquoCrown Castlerdquo)(NYSE CCI) in a transaction valued at approximately $15 billion
26
Overview Transaction Rationale
Under the terms of the definitive agreement Crown Castlewill acquire FPL FiberNet from NextEra for $15 billion in anall cash transaction FPL FiberNetrsquos 11500 route mile fibernetwork which primarily spans Florida and Texas includesapproximately 6000 route miles of fiber in top metromarkets such as Houston and Miami Pro forma for theacquisition Crown Castle will own or have rights toapproximately 28500 route miles of fiber Crown Castleexpects the deal to close in the first half of 2017 and to beimmediately accretive to Adjusted Funds from Operationsper share upon closing
The acquisition of FPL FiberNet is expected to furtherstrengthen Crown Castlersquos established market position insmall cell networking by enhancing its fiber footprintavailable for small cell deployments in key metro marketsThe FPL FiberNet network is highly complementary to CrownCastlersquos existing 17000 route miles of fiber withinfrastructure overlap estimated at approximately 2 Withthe deal Crown Castle continues its aggressive pursuit ofmetro fiber assets to be leveraged for small cell and bolstersits capacity in new metro markets where it sees significantdemand from its wireless carrier customers
Bank Street Commentary Valuation
The $15 billion deal marks the fifth and largest acquisitionby Crown Castle of a bandwidth infrastructure pure-playbusiness in the last two years
Crown Castlersquos unwavering focus on expanding andenhancing its small cell deployment capabilities continuesto manifest itself in its MampA strategy
The robust valuation reflects the scarcity value ofbandwidth infrastructure assets of scale and fortifiesCrown Castlersquos leading market position in small cell
Of note this is the first fiber target for Crown Castle thatwas not deriving substantially all revenue from dark fiberpotentially signaling an expanding product focus
The $15 billion valuation for FPL FiberNet represents amultiple of 167x EBITDA expected under Crown Castlersquos firstyear of ownership of the business
Transaction Value (TV) $15 billion
2017E Revenue $108 million
2017E EBITDA $90 million
TV2017E Revenue 140x
TV2017E EBITDA 167x
Source Crown Castle FPL FiberNet
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
CenturyLink to Acquire Level 3 for $34 BillionOn October 31 2016 CenturyLink Inc (ldquoCenturyLinkrdquo) (NYSE CTL) and Level 3 Communications Inc (ldquoLevel 3rdquo) (NYSE LVLT)announced that their Boards of Directors had unanimously approved a definitive merger agreement under which CenturyLink willacquire Level 3 in a cash and stock transaction valued at approximately $34 billion
27
Overview Transaction Rationale
With the transaction CenturyLink will be established as thesecond largest domestic communications provider servingglobal enterprise customers connecting more than 350metropolitan areas with approximately 75000 on-netbuildings Upon the closing of the transaction CenturyLinkshareholders will own approximately 51 percent and Level 3shareholders will own approximately 49 percent of thecombined company Glen Post will continue to serve as CEOof the combined company CenturyLink intends to financethe cash portion of the transaction with cash on hand andapproximately $7 billion of new debt facilities
The transaction increases CenturyLinks network by 200000route miles of fiber which includes 64000 route miles in 350metropolitan areas and 33000 subsea route milesconnecting multiple continents With its improved networkcapabilities the pro forma company will support a leadingenterprise customer base with approximately $19 billion inpro forma business revenue and $13 billion in businessstrategic revenue CenturyLink expects to achieve $975million in annual run-rate cash synergies that will enhance itsability to invest in network infrastructure and benefit fromLevel 3rsquos nearly $10 billion of net operating losses
Bank Street Commentary Valuation
With the acquisition CenturyLink is making a clearstrategic pivot to enterprise-focused bandwidthinfrastructure services
While the transaction will bring a number of the nationrsquospremier long-haul fiber assets under one roofmanagement of a substantial legacy base will be critical
Subsequent to its announcement of the Level 3acquisition CenturyLink announced the sale of its datacenter business for cash proceeds of $215 billion
The acquisition of Level 3 will leave only a handful ofremaining publicly traded bandwidth infrastructure pure-plays in the United States
Level 3 shareholders will receive $2650 per share in cashand a fixed exchange ratio of 14286 shares of CenturyLinkstock for each Level 3 share they own which implies apurchase price of $6650 per Level 3 share and a premium ofapproximately 42 based on Level 3s unaffected closingshare price of $4692 on October 26 2016
Transaction Value (TV) $335 billion
LQA Adjusted EBITDA $29 billion
TVLQA Adjusted EBITDA 117x
Source CenturyLink Level 3
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
CSampL to Acquire Tower CloudOn June 20 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (Nasdaq CSAL) announced that it had entered into a definitiveagreement to acquire privately-held Tower Cloud Inc (ldquoTower Cloudrdquo) a provider of bandwidth infrastructure services in thesoutheastern US for a total consideration of $230 million in cash and stock
28
Overview Transaction Rationale
Under the terms of the definitive agreement CSampL willacquire Tower Cloud and further accelerate its wirelessbackhaul and dark fiber business Tower Cloud shareholderswill receive an initial consideration of $230 million including$180 million of cash and the issuance of 19 million shares ofCSampL common stock Additional contingent considerationmay be achieved based on the achievement over certainmilestones over the next four years CSampL intends to fund thecash portion of the transaction through cash on hand andborrowing under its revolver The deal is subject toregulatory approval and is expected to close in 4Q16
With the acquisition of Tower Cloudrsquos communicationsinfrastructure CSampLrsquos network will grow to 42 million fiberstrand miles and 85000 fiber route miles Tower Cloudrsquoshybrid fiber-fixed-wireless network currently includes 6000route miles of fiber as well as significant in-process buildsfollowing recent backhaul awards form the major wirelesscarriers The deal will enhance CSampLrsquos national wirelesscarrier relationships and accelerating its small cell and darkfiber business in 15 markets in the southeastern US Inaddition CSampL expects to achieve $6 million of annual runrate cost synergies within the next three years
Bank Street Commentary Valuation
Coming just months after the PEG deal CSampL has furtherdemonstrated its position as an aggressive and capablenew acquirer in the bandwidth infrastructure sector
Tower Cloudrsquos assets complement those of recentlyacquired PEG further establishing CSampL as a FTT providerand growing its relationships with the large carriers
Tower Cloud recently won two significant 20-yearbackhaul contracts expected to be completed by 2020which will drive revenue and network growth
Pro forma for the deal the Windstream lease will stillcomprise 82 of total CSampL revenues so continuedrevenue diversification through acquisition is expected
The purchase price of $230 million represents a pre-synergymultiple of 124x Tower Cloudrsquos expected 4Q 2016 run rateEBITDA of $185 million CSampL expects to buy down itsmultiple in the near-term with cost synergies and theinstallation of new backhaul contracts totaling $175 millionin TCV Pro forma for the acquisition CSampLrsquos net leverage isexpected to increase to 56x
Transaction Value (TV) $230 million4Q 2016 Run Rate EBITDA $185 millionTV4Q 2016 Run Rate EBITDA 124x
Source CSampL Bank Street Estimates
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Uniti Group to Acquire Hunt Telecom for $170 MillionOn February 23 2017 Uniti Group Inc (formerly Communications Sales amp Leasing Inc ldquoUniti or the ldquocompanyrdquo) announced thatit had entered into a definitive agreement to acquire Hunt Telecommunications LLC (ldquoHunt Telecomrdquo or ldquoHuntrdquo) in a cash andstock deal valued at approximately $170 million
29
Overview Transaction Rationale
Uniti announced a definitive agreement to acquire HuntTelecom for approximately $170 million in cash and equityHunt is an integrated provider of internet network and voiceservices targeting diversified business enterprise and carriercustomers and with particular strength in the K-12 schoolmarket under the FCCrsquos E-Rate program Hunt operates adense network with 2600 fiber route miles and 140000fiber strand miles in Louisiana The company historicallyoperated in Southern Louisiana and expanded its footprint inthe state with the 2016 acquisition of Nexus a regionalprovider with an extensive fiber and microwave network
The acquisition of Hunt advances Unitirsquos diversificationstrategy and accelerates Uniti Fiberrsquos focus on the growing E-Rate enterprise and government sectors Pro forma for theHunt transaction Uniti will generate fully 24 of totalrevenue from customers other than Windstream marking asignificant improvement year-over-year As Uniti integratesHunt with Uniti Fiber the company expects to achieve $25million in annual run-rate cost savings within 18 months fromclosing On a pro forma basis assuming the realization ofsynergies Uniti is buying Hunt at 98x 2016 Adjusted EBITDAwhich is well below its own trading multiple of 123x
Bank Street Commentary Valuation
This transaction represents Unitirsquos third acquisition of ahybrid fibermicrowave network operator following thecompanyrsquos deals with PEG Bandwidth and Tower Cloud
Uniti remains focused on markets in which it can establisha strong and sustainable competitive position and an assetbase that to leverage for fiber-to-the tower deployments
While Uniti was a logical buyer Huntrsquos profile intuitivelywould have been a better fit with diversified companieslike Cox or Eatel with a larger Louisiana presence
We expect Uniti to continue to be an active buyer ofnetwork assets as it looks to diversify from Windstreamand open new fronts for FTT and E-Rate growth
The $170 million purchase price for Hunt is comprised of$1145 million in cash payable at closing and 21 million UnitiOP Units Valued at $555 million The price represents a fullmultiple for an integrated telecom business reflecting Huntrsquosstrong growth rate and Unitirsquos expectation of achieving bothcost synergies and enhancing its future growth prospects
Transaction Value (TV) $170 million
2016 Adjusted EBITDA $15 million
TV2016 Adjusted EBITDA 115xSource Uniti Group Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Verizon to Acquire XO CommunicationsOn February 22 2016 Verizon Communications Inc (NYSE NASDAQ VZ) (ldquoVerizonrdquo) announced that it had entered into adefinitive agreement to purchase the fiber-optic network business of XO Communications (ldquoXOrdquo) for total consideration ofapproximately $18 billion
30
Overview Transaction Rationale
With the transaction Verizon will gain access to XOrsquos fiber-based IP and Ethernet networks with the goal of enablingbetter service to enterprise and wholesale customers Inaddition XOrsquos substantial fiber network will help Verizoncontinue to densify its wireless network while recognizingsubstantial operational and capital expense savingsSeparately Verizon will simultaneously lease available XOLMDS spectrum with an option to buy XOs spectrum for$200 million by the end of 2018 The acquisition is subject toregulatory approval from various governmental agencies andis expected to close in the first half of 2017
While XOrsquos LMDS spectrum was rumored to be the maindriver of interest in a transaction for Verizon the acquisitionbrings an extensive network footprint across the US withexpansive inter-city long haul connectivity capabilities XOhas metro networks in 40 markets with more than 4000 on-net buildings and more than 1000 central office locationsXOrsquos national network footprint includes approximately20000 inter-city route miles connecting more than 85 citiesThe combination of XOrsquos fiber network assets and LMDSspectrum is also expected to be a significant enhancement toVerizonrsquos mobile wireless infrastructure going forward
Bank Street Commentary Valuation
Despite the rumors flagging Verizon as the likely winner ofXO its role in the transaction process was a question markgiven its lack of focus on the enterprise market
Going forward it will be interesting to note whetherVerizon re-energizes its enterprise focus or alternativelyfocuses on leveraging XOrsquos assets for wireless backhaul
XO had been particularly aggressive in certain inter-cityand metro transport routes so the acquisition by Verizonis likely rationalize price competition to some degree
The transaction serves to further enhance the scarcity andstrategic value of the relatively limited number ofremaining independent fiber network operators in the US
The $18 billion valuation represents a multiple of 90x XOrsquosestimated run rate Adjusted EBITDA of approximately $200million Verizon will have significant synergy potential(estimated by Verizon at a net present value in excess of $15billion) by eliminating duplicative overhead migrating off-netXO tail circuits onto its own network and using XOrsquos networkfor transport and termination as well as backhaul for macroand small cell mobile sites
Transaction Value (TV) $18 billionLQA Adjusted EBITDA $200 millionTVLQA Adjusted EBITDA 90x
Source Verizon XO Communications Bank Street Estimates
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
CSampL to Acquire PEG BandwidthOn January 7 2016 Communications Sales amp Leasing Inc (ldquoCSampLrdquo) (NASDAQCSAL) announced that it had executed an agreementto acquire PEG Bandwidth LLC (ldquoPEGrdquo) from affiliates of Associated Partners LP (ldquoAssociated Partnersrdquo) for a total considerationof $450 million inclusive of cash stock and the assumption of certain capital lease obligations of PEG
31
Overview Transaction Rationale
With the deal for PEG CSampL makes its first acquisition sinceits spinoff from Windstream in April 2015 acquiring thebackhaul-focused bandwidth infrastructure provider withnetwork infrastructure across the NortheastMid-AtlanticIllinois and South Central US Under the terms of theagreement CSampL will purchase all outstanding equityinterests of PEG with $315 million of cash one millionshares of newly issued common stock the issuance of87500 shares of convertible preferred stock and theassumption of PEGrsquos capital leases CSampL expects to financethe transaction with existing revolving credit capacity
The transaction adds substantial fiber network infrastructurewith 14900 route miles (3800 owned) in critical geographieswhile establishing a new operating platform for CSampL tofacilitate additional bandwidth infrastructure MampA activityand fuel organic growth In addition to establishing a newoperating platform CSampL will look to leverage the PEGbusiness to deploy success-based capital across PEGrsquosverticals of focus ndash Fiber-to-the-Tower Enterprise and E-ratePEG which will be acquired and operated as a Taxable REITSubsidiary (ldquoTRSrdquo) will retain its brand and operate as astandalone business post closing
Bank Street Commentary Valuation
The deal validates CSampL as a new and potent acquiror inthe bandwidth infrastructure sector a stated goal of CSampLsince its 2015 spinoff from Windstream
The valuation multiple of 129x LQA EBITDA continues thetrend of robust valuations for assets of scale within thebandwidth infrastructure sector
Following the announcement CSampL stock closed the dayup 48 displaying investorsrsquo positive reaction to its firstannounced MampA transaction
As a new significant equity holder in the CompanyAssociated Partners will gain a board seat at CSampLfollowing the closing of the transaction
The $450 million valuation for PEG represents a multiple of129x PEGrsquos preliminary 4Q 2015 annualized adjusted EBITDAof $35 million
Transaction Value (TV) $450 millionLQA Revenue $80 million
LQA Adjusted EBITDA $35 million
TVLQA Revenue 56x
TVLQA Adjusted EBITDA 129x
Source CSampL Bank Street Estimates
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
CityFibre Acquires KCOMrsquos UK Network AssetsOn December 14 2015 CityFibre Infrastructure Holdings Plc (AIMCFHL) (ldquoCityFibrerdquo) announced that it had entered into anagreement to acquire certain fiber infrastructure and network duct assets in the UK from KCOM Group Plc (LSEKCOM) (ldquoKCOMrdquo)for a total consideration of pound900 million
32
Overview Transaction Rationale
Under the terms of the transaction CityFibre will acquireapproximately 2200 route km of metro and long haul fiberinfrastructure across the UK CityFibre will provide KCOMwith access to the acquired infrastructure for a term of up to15 years subject to a minimum term of five years andminimum revenue of pound50 million per year CityFibre hassecured financing of pound1800 million to facilitate theacquisition and other organic initiatives comprised of pound800million of new equity and a pound1000 million credit facility Thedeal is subject to shareholder approval and is expected toclose in early 2016
With the acquisition of KCOMrsquos national bandwidthinfrastructure assets (excluding Hull and East Yorkshire assetswhich KCOM will retain) CityFibre will increase its existing600+ route km metro fiber footprint by approximately 1100route km in 24 markets including 21 new markets whileadding 1100 route km of long haul infrastructure connectingkey POPs across the country Following the acquisitionCityFibre will have a national presence across 36 metromarkets with a footprint capable of reaching an estimated14 of the UK market CityFibre will look to monetize thenew assets primarily through its wholesale dark fiber model
Bank Street Commentary Valuation
This deal significantly expands CityFibres UK footprintadding dense metro assets as well as intercity fiber toconnect its various metro fiber deployments
The acquisition creates a new national dark fiber providerserving the carrier wholesale arena and establishes acredible alternative to BT Openreach across the UK
With the deal CityFibre has effectively found an anchorcustomer in KCOM while expanding is addressable marketopportunity and accelerating its national buildout plans
Together with the acquisition CityFibre announced that itsnew funding has provided it with the opportunity toexpand coverage to 5 markets across the UK
The purchase price of pound$90 million represents a multiple ofapproximately 225x 2016 estimated EBITDA KCOM will payCityFibre pound50 million annually to support existingcommitments and transfer pound10 million in costs for a net costof pound40 million per year
Transaction Value (TV) pound$900 million2016E Revenue pound$50 million2016E EBITDA pound$40 millionTV 2016E Revenue 180xTV2016E EBITDA 225x
Source CityFibre Bank Street Estimates
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Zayo Acquires Allstream for C$465 MillionOn November 23 2015 Zayo Group Holdings Inc (ldquoZayordquo) announced that it had entered into a definitive agreement to acquireAllstream Inc (ldquoAllstreamrdquo) for C$465 million Allstream is a wholly owned subsidiary of MTS Inc (ldquoMTSrdquo) Canadarsquos fourthlargest telecommunications provider
33
Overview Transaction Rationale
Under the terms of the definitive agreement Zayo willacquire MTSrsquos commercial services subsidiary Allstream forC$4650 million Zayo is primarily interested in Allstreamrsquosbandwidth infrastructure and colocation assets comprised of9000 route km of metro fiber 20000 route km of long-haulnetwork connecting all major Canadian markets with 10 USnetwork POPs and colocation space in Toronto Montrealand Vancouver Zayo anticipates funding the transaction witha combination of cash on hand and current capacity under itsrevolving credit facility The transaction is expected to closein the first quarter following regulatory approval
The transaction will position Zayo as the only pan-USCanada bandwidth infrastructure provider and add anew network platform in a new geography to spur organicand inorganic growth Zayo plans to replicate its currentorganizational model in Canada forming a Zayo Canadabusiness unit to focus on fiber and colocation while creatingtwo other business units to house Allstreamrsquos voice andsmall business revenue bases The company anticipates thatZayo Canada will have approximately C$300 million ofrevenue while Voice and Small business will have revenues ofC$200 million and C$100 million respectively
Bank Street Commentary Valuation
The transaction represents Zayorsquos 36th acquisition but isunique in terms of its complexity with both a new marketentry and only 50 infrastructure revenue composition
The deal is the first telecom acquisition in Canada by aUS buyer in this cycle and follows the July 2012 TelecomAct amendment lifting foreign ownership restrictions
MTS had been seeking buyers for Allstream since 2012and previously reached agreement with Egyptian investorAccelero in May 2013 before regulators blocked the deal
While the acquisition will significantly expand Zayorsquosnetwork reach and addressable market in North Americait also brings execution risk at a level not yet seen by Zayo
The C$465 million valuation for Allstream represents amultiple of 47x pre-synergy 2015E EBITDA of C$100 millionand 45x MTS reported 3Q segment EBITDA beforerestructuring costs annualized
Transaction Value (TV) C$4650 millionLQA EBITDA C$1032 million
2015E EBITDA C$1000 million
TVLQA EBITDA 45x
TV2015E EBITDA 47x
Source Zayo Investor Relations Bank Street Estimates
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Lightower Fiber Acquires Fibertech NetworksOn August 13 2015 Lightower Fiber Networks (ldquoLightowerrdquo) and Fibertech Networks (ldquoFibertechrdquo) announced the closing of theirmerger The all-cash transaction values Fibertech at $19 billion and creates a bandwidth infrastructure pure-play with over 30000route miles of fiber in the Northeast Mid-Atlantic and Midwest
34
Overview Transaction Rationale
With the transaction Lightower merges with Rochester-based Fibertech buying out Fibertechrsquos current financialsponsor Court Square and significantly enhancing scalethrough the addition of highly-complementary networkassets The all-cash transaction values Fibertech at $19billion and was funded through a combination of debt andequity from existing Lightower investors Berkshire PartnersPamlico Capital and ABRY Partners The combined companywill be led by current Lightower CEO Rob Shanahan and willserve customers across a service footprint roughly doublethe size of each independent company
The transaction for Fibertech establishes Lightower with aleading market position in the Eastern and Central USadding Fibertechrsquos 12000 route mile fiber network servingmore than 7000 on-net locations in 30 tier 2 and tier 3markets With the deal Lightower significantly enhances itsFiber-to-the-Tower business with Fibertech currently servingover 4000 cell sits with its fiber-only network infrastructurePro forma for the transaction the combined company willown and operate over 30000 route miles of fiber connectingnearly 5000 wireless towers and close to 13000 on-netservice locations in the Northeast Mid-Atlantic and Midwest
Bank Street Commentary Valuation
The deal announcement came 28 months after the $2billion merger of Lightower and Sidera at the end of 2012led by Berkshire with participation from Pamlico and ABRY
The deal represents a highly successful exit with anestimated 60x return on invested equity for Court Squarewhich acquired Fibertech in 2010 for $535 million
With pro forma EBITDA likely to exceed $400 millionLightower will be of sufficient scale to look to the publicequity markets following the successful Zayo IPO
We view this deal as positive for the bandwidthinfrastructure MampA backdrop as it creates a new pure-playof scale that will likely be acquisitive going forward
The $19 billion valuation for Fibertech represents a multipleof 128x Fibertechrsquos 2015E EBITDA of $148 million The dealwas funded with $700 million of equity from Lightowerrsquosinvestor group and $12 billion of debt Lightowerrsquos leveragewas approximately 70x EBITDA at closing
Transaction Value (TV) $19 billion2014A EBITDA $125 million
2015E EBITDA $148 million
TV2014A EBITDA 152x
TV2015E EBITDA 128x
Source Fibertech Networks Lightower Fiber Bank Street Estimates
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Crown Castle Acquires Sunesys for $1 BillionOn August 4 2015 Crown Castle International Corp (NYSECCI) (ldquoCrown Castlerdquo) announced that it had completed the acquisitionof Quanta Fiber Networks Inc (ldquoSunesysrdquo) from Quanta Services Inc (NYSEPWR) (ldquoQuantardquo) The all-cash deal valued Sunesys atapproximately $10 billion
35
Overview Transaction Rationale
With the $10 billion deal Crown Castle acquires Sunesysthe wholly owned bandwidth infrastructure subsidiary ofengineering and construction firm Quanta that owns andoperates nearly 10000 route miles of fiber infrastructure inmajor metropolitan markets across the United Statesincluding Los Angeles Philadelphia Chicago Atlanta SiliconValley and northern New Jersey with approximately 60 offiber miles located in the top 10 basic trading areas The dealwas subject to certain limited adjustments and Crown Castleexpects the acquisition to be immediately accretive toAdjusted Funds from Operations (ldquoAFFOrdquo) per share
The acquisition of Sunesys more than doubles Crown Castlersquosfiber footprint with the pro forma company owning or havingrights to more than 16000 route miles of fiber following thetransaction The acquisition is expected to further strengthenCrown Castlersquos leading market position in the deployment ofsmall cell networks significantly accelerating its attack on amarket opportunity of greater than 3500 small cellopportunities on or near Sunesys fiber The Sunesys networkis highly complementary to Crown Castlersquos existing fiberassets with infrastructure overlap estimated at lessthan 20
Bank Street Commentary Valuation
The deal is Crown Castlersquos third fiber acquisition in the lastseven months following smaller deals for 247 Mid-Atlantic Network and Access Fiber Group
While specific market needs were likely the impetus forthe two previous deals the Sunesys acquisition signals alaser-like focus by Crown Castle on small cell deployments
Crown Castle currently derives 7 of site rental revenuesfrom nodes fed by its own fiber a figure expected todramatically increase over time
The transaction solidifies the introduction of a new classof buyers for mature bandwidth infrastructure pure-playsadding to an already robust buyer universe
The $10 billion valuation for Sunesys represents a multipleof 160x EBITDA expected under Crown Castlersquos ownership ofthe business Of note Crown Castlersquos projections are lowerthan the current run rates for Sunesys so we assume thatthey are intending to discontinue certain operations
Transaction Value (TV) $10 billion
2015E Revenue $108 million
2015E EBITDA $63 million
TV2015E Revenue 93x
TV2015E EBITDA 160x
Source Crown Castle Quanta Bank Street Estimates
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Windstream Completes CSampL SpinoffOn April 24 2015 Communications Sales amp Leasing Inc (Nasdaq CSAL) (ldquoCSampLrdquo) announced its formation as a public companywith the completion of its spinoff from Windstream Holdings Inc (ldquoWindstreamrdquo) The first of its kind real estate investmenttrustrsquos stock commenced trading on April 27 2015
36
Overview Transaction Rationale
With the transaction Windstream completed the spinoff ofassets primarily comprised of its fiber and copper networkinfrastructure to CSampL which will lease use of the assets toWindstream through a triple-net exclusive lease with aninitial rent payment of $650 million per year Windstream willoperate and maintain the assets and continue to delivercommunications services to its customers Under the termsof the deal Windstream distributed approximately 801 ofCSampL shares to Windstream shareholders with shareholdersreceiving one share of CSampL for every five shares ofWindstream held in a tax free distribution
The spinoff enhances flexibility for Windstream reducing itsdebt load by approximately $35 billion and increasing freecash flow with the goal of accelerating broadbandinvestments and pursuing additional growth opportunities tobetter serve customers In addition to optimizing capitalstructure for Windstream the transaction better positionsboth Windstream and CSampL to pursue growth throughincremental capital investment and acquisitions Windstreamretained a 199 ownership in CSampL which it may sell downover time to generate incremental proceeds in excess of$800 million at the current market pricing
Bank Street Commentary CSampL Valuation
The transaction is the first of its kind for bandwidthinfrastructure assets though not entirely new to the CISsector (data centers towers)
With the deal Windstream and the REIT will be able topursue varying strategic opportunities ranging from agrowth-focused service provider to a yield-focused REIT
At the end of the first week of trading for CSampL thecombined equity value of CSampL and Windstream hadincreased by approximately $10 billion
The transaction brings to the forefront a potentiallyvaluable mechanism to unlock additional value forbandwidth infrastructure assets
CSampL closed its first week of trading at $2997 per sharerepresenting total equity value of $45 billion and totalenterprise value of $80 billion CSampLrsquos pro forma leverage atthe time of spinoff was approximately 54x EBITDA
Enterprise Value as of 5115 $80 billion
Pro Forma 2014 Revenue $703 million
Pro Forma 2014 EBITDA $678 million
EVPro Forma Revenue 114x
EVPro Forma EBITDA 118x
Source Communications Sales amp Leasing
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
37
Tab 4 Capital Markets Backdrop
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Capital Markets CommentaryBandwidth Infrastructure companies continue to be significant beneficiaries of the robust capital markets backdrop largely due tosolid fundamentals an active MampA market that evidences financial and strategic value the maturation of the sector and growingappreciation of the business model In spite of recent volatility availability of debt capital remains at or near historic levels
38
Private Equity
The public equity markets for Bandwidth Infrastructure companies have beenvolatile over the last several quarters It was widely assumed that Lightowerwould follow Zayorsquos lead and pursue an IPO in 2016 but the company haspresumably waited for a more stable backdrop
In contrast with the volatility of the public markets private equity investorsremain consistent in their pursuit of platform investment opportunities in theBandwidth Infrastructure sector seeking companies of all sizes with strongorganic growth prospects and the potential for scale-building MampA
The leveraged loan market has been the most remarkable story of this cycle assenior secured lenders have pushed the envelope both in terms of leveragemultiples and cost of debt Wireless backhaul contracts with investment-gradeanchor tenants have been a big driver in improving debt market availability
Similar to the contrast between public and private equity the high yieldmarkets remain relatively unappealing for small and mid-cap issuers by virtueof the demand for larger transaction sizes to provide trading liquidity Anotherissue that favors leveraged loans over high yield is prepayment penalties
Investors and lenders that believe in the fundamentals of the sector and themerits of a particular company are willing to fund into a wide array of scenariosincluding organic growth strategic acquisitions refinancings recapitalizationsand dividends to shareholders
Public Equity
Leveraged Loans
High Yield
Use of Proceeds
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
2016 Bandwidth Infrastructure Equity PerformanceBandwidth Infrastructure equities outperformed the SampP 500 in 2016 following a strong year in terms of MampA Multiples areexpected to remain strong going in to 2017 as inorganic initiatives come to the forefront of the growth model for BandwidthInfrastructure providers
39Note The Network Services Index is equal-weighted and includes AXX CCOI CNSL CSAL ELNK FSNN IQNT LVLT LMOS TGO TWER and ZAYO
(200)
(150)
(100)
(50)
00
50
100
150
200
250
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 SampP 500 Index
Competitive Carrier Index +123
SampP 500 Index +95
Oak Hill Acquires Oxford July 7th
Videotron Acquires
FibrenoireJanuary 7th
Verizon Acquires XO
February 22nd
Partners Acquires Axia
NetMediaMarch 9th
Cox Acquires UPN
July 6th
CSampL Acquires
Tower CloudJune 20th
Oak Hill Acquires Firstlight
March 23nd
CSampLAcquires PEG
BandwidthJanuary 7th
Videotron Acquires
FibrenoireJanuary 7th
Oak HillAcquires Sovernet
August 9th
TPGAcquires Grande
August 15th
CenturyLink Acquires Level 3
October 31st
Windstream Acquires EarthLink
November 7th
Crown CastleAcquires FiberNet
November 1st
Zayo Acquires ELI
November 30th
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
94x
56x48x
38x 38x 37x
14x
00x
30x
60x
90x
120x
Uniti Zayo Cogent Lumos Consolidated Level 3 Terago
TEV 2017E Revenue
139x
112x 108x 103x87x 82x
50x
00x
30x
60x
90x
120x
150x
Cogent Uniti Zayo Level 3 Consolidated Lumos Terago
TEV 2017E EBITDA
Public Market Trading Valuation MultiplesPublic market valuations for comparable companies have been driven by each companyrsquos EBITDA growth rate and margin profilewith further focus on business model market position operating leverage and free cash flow profile as the key valuation driversPublic multiples have remained strong through 1Q 2017 driven by tailwinds such as growing demand for bandwidth
40
Bandwidth Infrastructure Diversified Competitive Carrier
2017E Average 46x
2017E Average 97x
Note TEV calculated based on most recent available balance sheet data and stock prices as of 4102017Source Company filings and Wall Street Estimates
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Competitive Carrier FinancingsDebt financing volume for the sector was strong in 2016 totaling $95 billion following $168 billion in 2015 and $132 billion in2014 as issuers refinanced to extend maturing debt and MampA activity increased Equity investments in the sector were over $500million in 2016 following $15 billion in 2015
41Notes Data based on company SEC filings industry sources and Bank Street research
$10483
$13461
$10315
$16839
$5037
$9819
$-
$2000
$4000
$6000
$8000
$10000
$12000
$14000
$16000
$18000
2012 2013 2014 2015 2016 2017
Debt Financing by Year ($ in mm)
21 2512
49
940
6064 84
42
26
60
12 12
17
8 10 2 9
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Debt Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth Dividend
$612
$105
$621
$1528
$561
$1378
$-
$300
$600
$900
$1200
$1500
$1800
2012 2013 2014 2015 2016 2017
Equity Financing by Year ($ in mm)
77
6 730
10
4864
37
70
13
4629
63
100
0
20
40
60
80
100
2011 2012 2013 2014 2015 2016
Equity Financing - Use of Proceeds by Year
Acquisition Refinancing Organic Growth
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Competitive Carrier Equity Financing ActivityEquity financing activity in the Competitive Carrier arena has slowed over the past several years as companies have generatedsufficient cash flow to fund organic growth initiatives through the debt capital markets Additionally much of the private equityinvestment in the sector has come in the form of outright acquisitions
42
Date Company Transaction Size Counterparty Use of Funds
022017 Telxius euro13000 MM KKR Organic Growth
090216 CSampL $2500 MM Public Markets Organic Growth
070516 Urban Communications C$50 MM GC Capital Organic Growth
061716 Superloop A$350 MM Public Markets Organic Growth
061516 CSampL $2634 MM Searchlight Capital Partners Organic Growth
012516 Olive Communications euro153 MM Business Growth Fund and Barclays Organic GrowthRefinancing
091015 Everstream $500 MM MC Partners JP Morgan Organic GrowthRefinancing
080515 Lumos Networks $1500 MM Pamplona Capital Organic Growth
061115 TeraGo $100 MM Public Markets Organic Growth
042115 Perseus $205 MM Goldman Sachs Organic Growth
033015 Interoute NA Aleph Capital Partners Crestview Partners Organic Growth
031715 Zayo $5197 MM Public Markets AcquisitionRefinancing
031115 Lumos Networks $275 MM Public Markets Secondary
030415 Hong Kong Broadband Network $7500 MM Public Markets Organic Growth
120514 GTT $416 MM Public Markets Acquisition
101714 Zayo Group $4000 MM Public Markets Refinancing
081914 Digiweb (Viatel) $1560 MM Proventus Capital Partners Organic Growth
051414 GTT $233 MM Public Markets Organic Growth
111413 Lumos Networks $502 MM Public Markets Refinancing
042413 Tower Cloud $180 MM Florida Opportunity Fund Sutter Hill El Dorado Knology Ballast Point et al Organic Growth
032813 GTT $67 MM Various Acquisition
020513 Towerstream $300 MM Public Markets Organic Growth
123112 LodgeNet Interactive $600 MM Colony Capital Syndicate Refinancing
111312 Digiweb $185 MM Quay Ventures Organic Growth
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Competitive Carrier Leveraged Loan Financing ActivityThe leveraged loan market is actively funding fixed-line companies with solid competitive positions and attractive cash flowprofiles that have tapped the markets to refinance debt or to fund organic growth initiatives special dividends and strategicacquisitions Recent issuers include Level 3 CSampL Windstream and Zayo
43
Interest Rate Pro Forma Facility Corporate Purpose Comment
Date Borrower Sponsor AmountType Term Loan Revolver Maturity Leverage Ratings Ratings
020917 Level 3 Not Sponsored $46100 MM Term Loan B L+225 NA Feb-24 NA BBB-Ba1 BBBa3 Refinancing
020117 Windstream Not Sponsored $5800 MM Term Loan L+325 NA Feb-24 NA BBB1 B+B1 Refinancing
013117 CSampL Not Sponsored $21290 MM Term Loan B L+285 NA Oct-22 NA BB-B1 B+B2 Refinancing
010617 Zayo Not Sponsored$20000 MM Term Loan B$5000 MM Term Loan B-1
L+250L+200
NAJan-24Jan-21
55xBB-Ba2BB-Ba2
BB2 AcquisitionRefinancing
121216 Consolidated Not Sponsored $9350 MM Add-On Term Loan B L+300 NA Dec-23 38x BB-Ba3 B+B1 Acquisition
112916 GTT Communications Not Sponsored $7000 MM Term Loan B L+400 NA Nov-23 45x B+B1 B+B2 Acquisition
110316 Lightower Berkshire Partners $2900 MM Add-On Term Loan B L+325 NA Apr-20 NA BB1 BB2 Refinancing
091316 Consolidated Not Sponsored $10000 MM Term Loan B L+300 NA Sep-23 43x BB-Ba3 B+B1 Refinancing
091216 Windstream Not Sponsored $1470 MM B-6 Term Loan L+400 NA Mar-21 NA BBB1 B+B1 Refinancing
071416 Zayo Not Sponsored $3610 MM B-2 Term Loan L+275 NA May-21 NA BBndashBa2 BB2 Refinancing
063016 Earthlink Not Sponsored$1250 MM Revolving Credit Facility$500 MM Delayed Draw Term Loan
NA L+325 Jun-21 21x NRNR NRNR Refinancing
061616 GTT Communications Not Sponsored$3990 MM Term Loan
$500 MM Revolving Credit FacilityL+475 L+425
Oct-22Oct-20
46x B+B2 B+B2 Refinancing
042116 GTT Communications Not Sponsored $300 MM Term Loan B L+525 NA Oct-22 40x B+B2 B+B2 Refinancing
031516 Windstream Corp Not Sponsored $6000 MM B-6 Term Loan L+500 NA Mar-21 12x39x BBB1 B+B1 Refinancing
011216 Zayo Not Sponsored $4000 MM B-2 Term Loan L+350 NA May-21 43x BB-Ba2 BB2 Acquisition
111715 Cable amp Wireless Not Sponsored$8000 MM Term Loan$5700 MM Revolver
NA L+475NA
May-2141x BB-Ba2 BB-Ba2 Acquisition
101615 GTT Communications Not Sponsored$4000 MM B Term Loan
$500 MM RevolverL+525 L + 475
Oct-22Oct-20
40xB+B2
NAB+B2 RefinancingAcquisition
090915 Shentel Not Sponsored$4850 MM A-1 Term Loan$4000 MM A-2 Term Loan
$750 MM Revolver
L+225-300L+250-325
L+225-300Sep-20Sep-22
NA NRNR NRNR RefinancingAcquisition
072115 Lightower Fiber Networks Berkshire Partners$750 MM Add-On Revolver
$8290 MM First-Lien Term Loan$1565MM Second-Lien Term Loan
L+325L+675
L+375 Apr-20 ~60xBB1
CCC+Caa1BB2 Acquisition
052615 AcquaComms Not Sponsored Senior Notes NA NA NA NA NRNR NRNR Organic Growth
050115 Integra Telecom Searchlight Tennenbaum$6730 MM First-Lien Term Loan
$1230 MM Second-Lien Term LoanL+425L+850
NAFeb-20Aug-20
~45xB+B2
B-Caa2B+B3 Refinancing
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Competitive Carrier High Yield Financing ActivityFixed-line companies with solid competitive positions and attractive cash flow profiles have tapped the high yield bond marketprimarily to refinance bank and bond debt and extend maturities while taking advantage of historically low yields Recent issuersinclude CSampL GTT and Zayo
44
Issue CorporateDate Borrower Sponsor Amount (MM) Issue Issue Price Coupon Yield Maturity Ratings Ratings Purpose Comment
011217 Zayo Not Sponsored $800 Senior Notes 54x 10000 5750 5750 Jan-27 BB3 B+B2 Acquisition
121216 CSampL Not Sponsored $400 Senior Notes 62x 10000 7125 7125 Dec-24 B-Caa1 B+B2 Organic Growth
120816 GTT Not Sponsored $300 Senior Notes 56x 10000 7875 7875 Dec-24 B-Caa1 B+B2 Acquisition
112816 Cogent Not Sponsored $125 Senior Notes 46x 10038 5375 5290 Mar-22 B+B1 B+B3 Refinanacing
091616 Cincinnati Bell Not Sponsored $425 Senior Notes 37x 10000 7000 7000 Jun-24 BB3 BB2 Refinancing
060916 CSampL Not Sponsored $150Add-on Senior
Notes57x 9925 6000 6134 Aug-23 BB-B1 B+B2 Refinancing
040116 Zayo Not Sponsored $550 Senior Notes NA 9776 6375 6707 May-25 B-Caa1 BB2 Refinancing
032216 CenturyLink Not Sponsored $1000 Senior Notes 29x 10000 7500 7500 Apr-24 BBBa3 BBBa2 Refinancing
030816 Level 3 Not Sponsored $775 Senior Notes 35x 10000 5250 5250 Mar-26 BB1 BB1 Refinancing
011316 Telecom Italia Not Sponsored euro 750 Senior Notes NA 9963 3625 3679 Jan-24 NRNR BB+Ba1 Refinancing
102915 Level 3 Not Sponsored $900 Senior Notes 39x 10025 5375 5375 Jan-24 BB1 BB-Ba3 Refinancing
080415 Cable amp Wireless Not Sponsored $750 Senior Notes NA 9864 6875 7125 Aug-22 BBa3 BB-Ba2 Refinancing
060415 Consolidated Communications Not Sponsored $300Add-on Senior
NotesNA 9826 6500 6804 Oct-22 B-B3 B+B1 Refinancing
050115 Zayo Not Sponsored $350 Senior Notes 49x 10000 6375 6375 May-25 B-Caa1 BB2 Refinancing
041615 CSampL Not Sponsored$1110$400
Senior NotesSecured Notes
39x57x9706
1000082506000
87506000
Oct-23Apr-23
BB3BBBa3
BB-B1 Refinancing
041515 WaveDivision Oak Hill $125 Senior Notes NA 10600 8250 6769 Sep-20 CCC+Caa1 BB3 Organic Growth
041415 Level 3 Not Sponsored$700$800
Senior NotesSenior Notes
37x100100
51255375
51255375
May-23May-25
BB3BB3
BB Refinancing
031215 CenturyLink Not Sponsored $500 Senior Notes 31x 10000 5625 5625 Apr-25 BBBa2 BBBa1 Refinancing
030415 Zayo Not Sponsored $730Add-On Senior
Notes53x 10100 6000 5796 Apr-23 CCC+Caa1 BB2 Refinancing
021015 Cogent Not Sponsored $250 Secured Notes 45x 10000 5375 5375 Mar-22 B+B1 B+B3 Refinancing
012015 Zayo Not Sponsored $700 Senior Notes 53x 10000 6000 6000 Apr-23 CCC+Caa1 BB2 Acquisition
Pro Forma Leverage
Pricing
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
45
Appendix Bank Street Overview
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Bank Street OverviewBank 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 ourextensive transaction experience and industry knowledge to yield outstanding results for our clients
46
Experience
Bank Street has a cohesive team comprised of senior professionals with morethan 300 years of collective experience from the senior ranks of many of theleading investment banking firms on Wall Street
Bank Streetrsquos senior professionals have led the origination structuring andexecution of more than 1000 financial and strategic transactions valued inexcess of $500 billion over the span of their careers
Bank Streetrsquos service portfolio is tailored to the needs of its corporate andinstitutional clients offering exceptional depth of capability in MampA advisorydebt and equity private placement and restructuring
Bank Street is focused on the Communications Infrastructure and Services (CIS)sector as a core practice area that levers our teamrsquos deep industry domainexpertise and substantial transactional experience and execution capability
Bank Street has consistently delivered outstanding results for our clients acrossall of our product lines and industry groups a fact well evidenced by thenumber of firms for which wersquove executed multiple transactions
Team
Services
Sector Focus
Results
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
The Bank Street CIS TeamBank Street brings together a cohesive group of professionals with substantial expertise relationships and transaction experiencein the Communications Infrastructure and Services (CIS) sector These capabilities will be brought to bear in a focused manner todeliver strong transaction execution for our clients
47
Amy Seach JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Gardner L GrantManaging Director
(203) 252-2815ggrantbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
Senior Leadership
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
CIS Investment Banking
Jon Vanden Heuvel Managing Director
(203) 252-2811jvandenheuvelbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Bank Street ServicesThe Bank Street team is able to provide our clients with a comprehensive set of financial services ranging from merger andacquisition advisory services private placements of equity debt mezzanine and asset backed securities as well as restructuringand general advisory services
48
Mergers amp Acquisitions
Exclusive SalesBuy-Side Advisory
Strategic AlternativesPublic-to-Private Transactions
Capital Markets
Private EquitySenior DebtMezzanine
Asset Backed
General Advisory
Fairness OpinionsValuations
Competitive Analysis
Restructuring
Pre-Packaged BankruptcyChapter 11 363 Auction Sale
Debt RestructuringCommittee Advisory
Turnaround Plans
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
CIS Sector FocusBank Street is focused on the Communications Infrastructure and Services (CIS) sector as a core practice area and our seniorprofessionals are recognized as industry and product experts in their respective disciplines Our CIS investment banking grouplevers our teamrsquos deep industry domain expertise and substantial transactional experience and execution capability
49
Bank Street provides pervasive company and industrycoverage of the CIS ecosystem ranging from the datacenters fiber networks and wireless towers thatprovide the underlying foundation of the industry tothe companies that lever that infrastructure incombination with hardware and software to deliver abroad array of managed services to end users
Bank Streetrsquos senior professionals are recognized asindustry and product experts in their respectivedisciplines Our team members have been interviewedby media outlets including Business Week CNN CNBCForbes Fortune The New York Times and The WallStreet Journal and featured as speakers at industryconferences such as CompTel Metro Connect and theNational Association of Regulatory Commissioners
Bank Street publishes briefings for its clients such asCIS Weekly that are read by more than 2000subscribers including industry executives institutionalinvestors and senior lenders We are on the leadingedge of news flow in key competitive financialstrategic and technological developments across all ofthe sub-sectors of the Communications Infrastructureand Services industry
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Extensive Practice ReachBank Street has served corporate clients and financial sponsors across the United States with extensive reach based on the activecoverage efforts and longstanding relationships of our principals with companies in our key industry sectors Bank Streetrsquos reachextends far beyond North America into Asia Europe Latin America and the Middle East
50
Louisville
Little Rock
Houston
Atlanta
Charlotte
Boston
Washington DC
Rochester
Orlando
Tampa
Philadelphia
Miami
Seattle
San Francisco
Portland
Dallas
Minneapolis
San Diego
Los AngelesPhoenix
Denver
Austin
Las Vegas
Salt Lake City
San Antonio
Chicago
Bank Street HeadquartersBank Street Engagements
New York MetroStamford
Akron
Ft Lauderdale
Madison
Cedar Falls
Honolulu
Sacramento
Kansas City
Monroe
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Recent Bank Street TransactionsBank Street has worked with a number of leading companies across our industry coverage sectors The firmrsquos engagements haveincluded Sell-Side and Buy-Side MampA Debt amp Equity Capital Introduction and General Financial Advisory services We holdleading market share for transactions in the communications infrastructure and services sector
51
Merger with TNCI
January 2016
Sale to Synoptek
February 2016
IT Services Business Unit
Sale to Zelnick Media Capital
May 2016
Sale to Oak Hill
September 2016
Sale to CITIC Telecom
February 2017
May 2016
$165 MM Senior Secured Debt Financing
Strategic Investment from Cox Communications
October 2016
Strategic Business Separation
August 2016
Strategic Investment in Fortifi
May 2016
Sale to Lumos Networks
January 2017
$610 MM Sale to GTT Communications
January 2017January 2017
Sale to Carlyle Group
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Bank Street Named Top Metro AdvisorCapacity Magazine recognized Bank Street as the leading financial advisor to bandwidth infrastructure companies presenting theaward for ldquoBest Metro Advisor - Financial Institutionrdquo at the inaugural Metro Connect Awards in Miami FL A panel of telecomanalysts industry experts and the senior editorial team at Capacity Magazine independently judged the awards
52
It is a great honor to have our firm acknowledged at theinaugural Capacity Media Metro Connect Awards We extendour thanks to our clients for entrusting their critical financialand strategic transactions to our firm for more than a decadeand to the Capacity Media Awards panel of judges forrecognizing the results that we have consistently delivered forthose clientsrdquo
Richard S LukajSenior Managing DirectorBank Street Group
ldquoWe have built our practice around the communicationsinfrastructure and services (CIS) sector with a team of seniorprofessionals that distinguish themselves with deep domainexpertise and unmatched transaction experience We remainhighly active in the bandwidth ecosystem and look forward toserving companies in this vibrant sector for many years tocomerdquo
James H HenrySenior Managing DirectorBank Street Group
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Linx TelecommunicationsOn February 2 2017 CITIC Telecom International CPC Limited (CITIC Telecom CPC) announced it had finalized the acquisition ofthe telecommunication business of Linx Telecommunications BV (ldquoLinx Telecommunicationsrdquo) Bank Street served as exclusivefinancial advisor to Linx Telecommunications in connection with this transaction
53
ldquoBank Street exhibited a broad and deep knowledge of thetelecommunications and data networking sector globallywhich was critical to the success of our transaction LinxTelecom has operations in Western and Central Europe theBaltics Russia Georgia and Azerbaijan Understanding theuniverse of potential counterparties and finding the idealstrategic fit in CITIC Telecom was result of Bank Streetrsquos longexperience in this sector There was additional dealcomplexity as the Linx Telecom was a carve-out transactionand Bank Street navigated those complexities and delivered asmooth execution of the dealrdquo
Heiko KoopCEOLinx TelecommunicationsWe served as exclusive financial advisor to
Linx Telecommunications in connection with this transaction
February 2017
Linx Telecommunications
Has been acquired by
CITIC Telecom CPC
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
CMC Network Pty LtdOn January 31 2017 The Carlyle Group completed the acquisition of a majority share of CMC Network Pty Ltd (ldquoCMCNetworksrdquo) a Pan-African provider of managed connectivity solutions for global telecoms providers Bank Street acted asexclusive financial advisor to CMC Networks in connection with the transaction
54
The investment by Carlyle will support our plans toaccelerate CMCrsquos growth and allow us to leverage the benefitsof our new partnership Carlylersquos global presence extensiveportfolio and specialist expertise in this sector will bringadditional benefits in all areas of our targeted and strategicexpansion plansrdquo
Grant WalkerFounder amp CEOCMC Networks
We served as exclusive financial advisor to CMC Networks in connection with this transaction
January 2017
CMC Networks
Has received a majority investment from
The Carlyle Group
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Clarity Communications GroupOn January 23 2017 Lumos Networks Corp (ldquoLumos Networksrdquo) a fiber-based service provider in the mid-Atlantic regionannounced it had completed the acquisition of Clarity Communications Group (ldquoClarityrdquo) Bank Street served as exclusivefinancial advisor to Clarity in connection with this transaction
55
ldquoWhen we decided to pursue a sale of the company we hadbuilt over the last 15 years Bank Street was the clear choicebased on their leading track record in the bandwidthinfrastructure sector Even more impressive was Bank Streetrsquosdeal execution Their professionals worked seamlessly withour team to understand and convey our unique valueproposition to potential buyers and swiftly execute atransaction with Lumos Networks that accomplished our goalsfor the company and our employeesrdquo
Todd PeverallPresident amp CEOClarity Communications Group
We served as exclusive financial advisor to Clarity in connection with this transaction
January 2017
Clarity Communications Group
Has entered into a definitive agreement to be acquired by
Lumos Networks Corp
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Hibernia NGS LimitedOn January 9 2017 GTT Communications Inc (ldquoGTTrdquo) a global cloud networking provider to multinational clients announced ithad completed the acquisition of Hibernia NGS Limited (ldquoHiberniardquo) for $610 million Bank Street served as exclusive financialadvisor to Hibernia in connection with this transaction
56
ldquoGTTrsquos acquisition of Hibernia Networks provides greatbenefit to the entirety of our customer base as well as ourtwo organizations GTT gains world class global fiber assetsincluding ultra-low latency routes between key financialmarkets as well as optical low latency and content servicesand exceptional employees with a proven track record ofnetwork and commercial leadership and exemplary customerservice Hibernia Networks clients around the world willbenefit from the expansive reach of GTTrsquos Tier 1 IP networkthe broader portfolio of products and services improvedscale and the companyrsquos expertise in delivering cloudnetworking solutions and managed services to multinationalclientsrdquo
Bjarni ThorvardarsonCEOHibernia NGS Limited
We served as exclusive financial advisor to Hibernia in connection with this transaction
January 2017
Hibernia NGS Limited
Has entered into a definitive agreement to be acquired by
GTT Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Unite Private NetworksOn October 31 2016 Cox Communications (ldquoCoxrdquo) announced that it had completed the strategic investment in Unite PrivateNetworks LLC (UPN) a high-bandwidth fiber-based communications network provider in the central United States Bank Streetserved as exclusive financial advisor to UPN in connection with this transaction
57
ldquoOur relationship with Cox and Ridgemont will provide UPNwith access to capital and an ability to leverage strategicinsights and capabilities in order to accelerate our growthover the long-term We are better positioned than ever tomeet the growing demand among our customers for high-bandwidth fiber infrastructure solutionsrdquo
Kevin AndersonChief Executive OfficerUnite Private Networks LLC
We served as exclusive financial advisor to UPN in connection with this transaction
October 2016
Cox Communications Inc
Has agreed to make a strategic investment in
Unite Private Networks LLC
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
FirstLight FiberOn September 8 2016 FirstLight Fiber (ldquoFirstLightrdquo) a fiber-optic bandwidth infrastructure services provider announced that OakHill Capital Partners (ldquoOak Hillrdquo) had completed the acquisition of the company from Riverside Partners (ldquoRiversiderdquo) Bank Streetserved as exclusive financial advisor to FirstLight in connection with this transaction
58
ldquoWe got to know the Bank Street team well over the course ofbuilding FirstLight Fiber and engaged them to work with us onthe sale of FirstLight Fiber because of their clear leadership inthe bandwidth infrastructure sector and proven track recordin successfully executing transactions with both financial andstrategic buyers Bank Streetrsquos knowledge of the industrydynamics and interested buyer universe allowed us tosuccessfully execute a highly competitive process in aremarkably short time frameldquo
Kurt Van WagenenPresident amp CEOFirstLight Fiber
We served as exclusive financial advisor to FirstLight in connection with this transaction
September 2016
FirstLight Fiber
Has entered into a definitive agreement to be acquired by
Oak Hill Capital Partners
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Has renamed itself Electric Lightwave and
separated into two stand-alone businesses
Integra and Electric Lightwave
Electric LightwaveOn August 4 2016 Integra Telecom Holdings Inc (ldquoIntegrardquo) announced that it is splitting into two stand-alone businessesElectric Lightwave and Integra This separation establishes Electric Lightwave as a pure-play fiber-based network servicescompany and accelerates its strategy to focus investment and resources to leverage its unique and expansive network assets
59
ldquoTo further align with our commitment to providing the mostrobust fiber-based services in the western US ElectricLightwave will operate as an independent business with asingular focus We are highly motivated to aggressively investin and expand our network and we are dedicated to providingour fiber-enabled customers with highly differentiatedsolutions that blend diverse and secure network routes built-in reliability and unparalleled supportrdquo
Marc WillencyChief Executive OfficerIntegra Telecom Holdings Inc
Integra Telecom Holdings Inc
We served as exclusive financial advisor to Electric Lightwave in connection with this transaction
August 2016
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Hibernia NGS LimitedOn June 1 2016 Hibernia NGS Limited (ldquoHiberniardquo) a leading provider of global high speed telecommunications solutionsannounced that it completed a $165 million debt refinancing The proceeds will be used to pay down existing debt and provideincremental liquidity to fund organic and inorganic strategic initiatives in support of the companyrsquos continued expansion
60
June 2016
Hibernia Express (Ireland) Limited
$165000000Senior Secured Credit Facility
ldquoWe are delighted to have completed this landmark financingtransaction for the company Our new lending group comprisehighly regarded financial institutions with operations andrelationships spanning multiple markets globallycomplementing Hibernia Networksrsquo expanding global reachThis transaction demonstrates the capital marketsrsquo positivereception to our strong ongoing financial performancerdquo
Lloyd JarkowChief Financial OfficerHibernia NGS Limited
We served as Arranger and exclusive financial advisor in connection with this transaction
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Education Networks of America IncOn May 12 2016 Zelnick Media Capital (ldquoZMCrdquo) a leading media and communications private equity firm announced that it hadcompleted a majority investment in Education Networks of America Inc (ldquoENArdquo) a leading provider of Infrastructure as a Service(ldquoIaaSrdquo) solutions to schools and libraries
61
ldquoZMCrsquos investment will enable ENA to continue to deliver bestin class infrastructure services and support to Kndash12 schoolsand libraries ENA will undoubtedly benefit from ZMCrsquos activeinvolvement and leadership as we accelerate our innovationand growth by bringing new infrastructure services tomarketrdquo
David M PierceCEOEducation Networks of America Inc
We served as exclusive financial advisor to ENA in connection with this transaction
May 2016
Education Networks of America Inc
Has been acquired by
Zelnick Media Capital
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
opticAccess LLCOn October 13 2015 Integra Telecom Holdings Inc (ldquoIntegrardquo) a provider of fiber-based enterprise-grade networkingcommunications and technology solutions completed its previously announced acquisition of opticAccess LLC (ldquoopticAccessrdquo)Bank Street acted as exclusive financial advisor to opticAccess in connection with this transaction
62
opticAccess has become a trusted provider to many leadingenterprises as well as regional national and internationalcarriers with our unique routes along the West Coast and ahigh-touch customer service philosophy Our network assetsand business focus are well aligned with Integra offering asolid fit to accelerate their growth throughout the regionrdquo
Brady AdamsChief Executive OfficeropticAccess LLC
opticAccess LLC
Has been acquired by
We served as exclusive financial advisor to opticAccess in connection with this transaction
October 2015
Integra Telecom Holdings Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
WL Gore amp Associates IncOn June 30 2015 WL Gore amp Associates Inc (ldquoGorerdquo) a diversified multi-national manufacturing company announced the saleof its Fiber Network assets to PEG Bandwidth LLC (ldquoPEG Bandwidthrdquo) Bank Street served as exclusive financial advisor to Gore inconnection with this transaction
63
ldquoThe Bank Street team possessed strong industry expertise inthe bandwidth infrastructure sector and extensive knowledgeof the strategic landscape Their deep knowledge coupledwith their relationships has yielded a very positive outcomefor both Gore and PEG Bandwidthrdquo
Dan DombroskiCorporate DevelopmentWL Gore amp Associates
WL Gore amp Associates Inc
Has sold its Fiber Network to
We served as exclusive financial advisor to Gore in connection with this transaction
June 2015
PEG Bandwidth LLC
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Cross River FiberOn October 31 2014 Ridgemont Equity Partners (ldquoRidgemontrdquo) a middle market buyout and growth equity investor completedthe acquisition of a majority interest in Cross River Fiber (ldquoCross Riverrdquo) a regional provider of dark fiber and communicationsinfrastructure-based services
64
Bank Street has been a true partner to Cross River Fiberproviding us with great and insightful advice while deliveringan outstanding outcome in our transaction process From theoutset of our relationship Bank Street spent the time tounderstand all of the nuances of our business and workedclosely with us as we refined our goals and strategic thinkingBank Street orchestrated a remarkably competitive processthat resulted in a number of attractive transaction alternativesfor our companyldquo
Enzo ClementeChief Executive OfficerCross River Fiber
Cross River Fiber
Has been acquired by
We served as exclusive financial advisor to Cross River Fiber in connection with this transaction
October 2014
Ridgemont Equity Partners
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Business Only Broadband LLCOn October 1 2014 Windstream Corporation (ldquoWindstreamrdquo) announced that it had acquired Chicago-based Business OnlyBroadband LLC (ldquoBusiness Only Broadbandrdquo) a fixed wireless enterprise services provider with operations in Chicago New YorkCity northern New Jersey and Milwaukee Terms of the transaction were not disclosed
65
ldquoAs a provider of high bandwidth networking services anddiverse last mile access solutions utilizing fixed wirelesstechnology Business Only Broadband represented acompelling networking platform which could appeal to avariety of traditional communications services providerscable companies and financial investors However given ourunique infrastructure and value proposition we needed anadvisor who could clearly understand our technology andarticulate how best to integrate it into a broadbandnetworking solution and the significant market opportunitythat this business model represents We also needed anadvisor with the ability to effectively translate this into anattractive proposition for potential buyers Bank Streetrsquos deepunderstanding of all facets of the communicationsmarketplace ndash technology market opportunity and interestedcounterparties made them the clear choice as our partner forthis assignmentrdquo
Alan RosenbergChief Executive OfficerBusiness Only Broadband
Business Only Broadband LLC
Has been acquired by
We served as exclusive financial advisor to BOB in connection with this transaction
October 2014
Windstream Corporation
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Conterra Ultra Broadband Holdings IncOn July 1 2014 Court Square Capital Partners completed the acquisition of a controlling interest in Conterra Ultra BroadbandHoldings LLC (ldquoConterrardquo) The buyout was financed through a combination of equity contributed by Court Square and Conterrarsquossenior management team Bank Street acted as exclusive financial advisor to Conterra in connection with this transaction
66
Bank Street has built the premiere practice focused on theBandwidth Infrastructure sector and they were the naturalchoice as we selected an advisor for this milestonetransaction The firm distinguished itself with the hands-ondedication of their team and the commitment of time andresources necessary to truly understand our business andobjectives Bank Street was able to design and execute aprocess that solved the goals of both senior managementteam and our shareholders in the optimal wayrdquo
Steve LeeolouChairman amp CEOConterra Ultra Broadband Holdings Inc
Conterra Ultra Broadband Holdings Inc
Has been acquired by
We served as exclusive financial advisor to Conterra in connection with this transaction
July 2014
Court Square Capital Partners
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Alpheus Communications LLCOn June 10 2013 Alpheus Communications LLC (ldquoAlpheusrdquo) completed a $1350 million senior secured financing comprised of a$150 million revolving credit facility $1100 million term loan and $15 million delayed draw term loan Bank Street acted as jointlead arranger and joint book runner for the transaction
67
ldquoBank Streetrsquos unique industry knowledge and insightcombined with the teamrsquos creativity and understanding of thecredit markets enabled Alpheus to structure and syndicate atransaction which most effectively addressed the companyrsquoscapital requirements on an expedited basisrdquo
Scott WidhamChief Executive OfficerAlpheus Communications LLC
June 2013
Alpheus Communications LLC
Has completed a $135 million senior secured financing
$110 million Term Loan$15 million Delayed Draw Term Loan$10 million Revolving Credit Facility
We acted as joint lead arranger in connection with this transaction
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
IP Networks IncLevel 3 Communications Inc (ldquoLevel 3rdquo) acquired IP Networks Inc (ldquoIP Networksrdquo or the ldquoCompanyrdquo) on May 31 2013 Theacquisition of IP Networks provides Level 3 with metro-Ethernet wide-area network wireless backhaul and direct internetsolutions in the San Francisco Bay Area utilizing Pacific Gas amp Electric Companyrsquos (ldquoPGampErdquo) rights of way
68
ldquoBank Street was the clear choice as our strategic advisor dueto their experience and proven expertise in the metro fibersector The firms team organized a robust and competitivesale process for IP Networks and successfully led thetransaction through a complex multi-party negotiation andapproval process that led to a great outcome for all of ourconstituents With this transaction Bank Street added to itsstrong track record of delivering results for its clients
Charles W StewartVice President Finance amp OperationsIP Networks Inc
IP Networks Inc
Has been acquired by
We acted as exclusive financial advisor to IP Networks
in connection with this transaction
May 2013
Level 3 Communications Inc
Hibernia Networks ehfOn January 17 2013 Hibernia Networks ehf (ldquoHiberniardquo) a provider of global capacity services announced that it completed a$525 million debt refinancing The proceeds of the refinancing were used to pay off existing indebtedness and will provideincremental liquidity for growth and for working capital
69
We served as the sole placement agentin connection with this transaction
January 2013
Hibernia Networks ehf
$52500000Senior Secured Debt Financing
ldquoThis transaction represents the second successful debtplacement that Bank Street has arranged for Hibernia andpositions the company to continue on its strong growthtrajectory at a substantially reduced cost of capital Ourmanagement team enjoys working with the Bank Street teamwho are professionals that have consistently proven theirdepth of knowledge and relationships across our industry andthe capital markets resulting in a strong partnership betweenour two firmsrdquo
Bjarni ThorvardarsonChief Executive OfficerHibernia Networks ehf
Black Rock Cable IncWaveDivision Holdings LLC (ldquoWaverdquo) completed the acquisition of Black Rock Cable Inc (ldquoBlack Rockrdquo or the ldquoCompanyrdquo) onJanuary 10 2013 Wave a provider of triple play data voice and television services to consumers and enterprises in the PacificNorthwest will use the Black Rock network to augment its enterprise focused services in Washington
70
ldquoFrom the outset Bank Street offered an unparalleledunderstanding of our industry and all of the players ndash bothstrategic and financial ndash who were interested in a business likeBlack Rock They orchestrated a remarkably competitiveprocess that elicited interest from fiber-based carriers cablecompanies competitive local exchange carriers and financialsponsors yielding half a dozen offers for the companyThroughout the process the Bank Street team demonstratedthe focused effort transactional expertise and dedicatedsenior resource commitment necessary to achieve this terrificoutcome for Black Rockrdquo
Bob WarshawerChief Executive OfficerBlack Rock Cable Inc
Black Rock Cable Inc
Has been acquired by
We acted as exclusive financial advisor toBlack Rock
in connection with this transaction
January 2013
WaveDivision Holdings LLC
First Telecom Services LLCZayo Group LLC (ldquoZayordquo) announced the acquisition of First Telecom Services LLC (ldquoFTSrdquo or the ldquoCompanyrdquo) a subsidiary of FirstCommunications Inc (ldquoFirst Communicationsrdquo) on December 14 2012 The acquisition of FTS marks Zayorsquos 23rd acquisitionwithin the communications sector since inception and 6th acquisition in 2012
71
ldquoWe worked closely with the Bank Street team as our trustedadvisor on a number of strategic initiatives over the past threeyears and they were the clear choice when we decided toundertake a sale process for our FTS fiber network divisionBank Street organized a highly competitive process for FTSresulting in more than a dozen offers from financial andstrategic players that culminated with the sale to Zayo for$110 million Throughout the process Bank Streetdemonstrated a deep understanding of our business andsector the ability to reach a broad array of potential buyersand the focused commitment and active involvement of theirsenior teamrdquo
Joseph R MorrisPresidentFirst Communications Inc
First Telecom Services LLC(A subsidiary of First Communications Inc)
Has been acquired by
We acted as exclusive financial advisor toFirst Communications
in connection with this transaction
December 2012
Zayo Group LLC
Contact InformationBank Street combines the professional team transaction experience industry insight and capabilities of a bulge-bracketinvestment bank with the focus dedication and senior level attention of a boutique practice in order to yield outstanding resultsfor its clients
72
Bank Street Group LLCFour Landmark Square
3rd FloorStamford CT 06901
For information please contact
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Gardner L Grant JrManaging Director
(203) 252-2815ggrantbankstreetcom
Amy S JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Jon Vanden HeuvelManaging Director
(203) 252-2811jvandenheuvelbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
The information contained in this presentation is the intellectual property of their respective copyright holders and have been compiled from sourcesbelieved to be reliable but are not guaranteed by us and are not a complete summary of all available data The Bank Street Group LLC does not provideinvestment advisory services and this publication does not constitute an investment recommendation regarding any of the companies mentioned herein
copy Copyright 2017 The Bank Street Group LLC All Rights Reserved
Black Rock Cable IncWaveDivision Holdings LLC (ldquoWaverdquo) completed the acquisition of Black Rock Cable Inc (ldquoBlack Rockrdquo or the ldquoCompanyrdquo) onJanuary 10 2013 Wave a provider of triple play data voice and television services to consumers and enterprises in the PacificNorthwest will use the Black Rock network to augment its enterprise focused services in Washington
70
ldquoFrom the outset Bank Street offered an unparalleledunderstanding of our industry and all of the players ndash bothstrategic and financial ndash who were interested in a business likeBlack Rock They orchestrated a remarkably competitiveprocess that elicited interest from fiber-based carriers cablecompanies competitive local exchange carriers and financialsponsors yielding half a dozen offers for the companyThroughout the process the Bank Street team demonstratedthe focused effort transactional expertise and dedicatedsenior resource commitment necessary to achieve this terrificoutcome for Black Rockrdquo
Bob WarshawerChief Executive OfficerBlack Rock Cable Inc
Black Rock Cable Inc
Has been acquired by
We acted as exclusive financial advisor toBlack Rock
in connection with this transaction
January 2013
WaveDivision Holdings LLC
First Telecom Services LLCZayo Group LLC (ldquoZayordquo) announced the acquisition of First Telecom Services LLC (ldquoFTSrdquo or the ldquoCompanyrdquo) a subsidiary of FirstCommunications Inc (ldquoFirst Communicationsrdquo) on December 14 2012 The acquisition of FTS marks Zayorsquos 23rd acquisitionwithin the communications sector since inception and 6th acquisition in 2012
71
ldquoWe worked closely with the Bank Street team as our trustedadvisor on a number of strategic initiatives over the past threeyears and they were the clear choice when we decided toundertake a sale process for our FTS fiber network divisionBank Street organized a highly competitive process for FTSresulting in more than a dozen offers from financial andstrategic players that culminated with the sale to Zayo for$110 million Throughout the process Bank Streetdemonstrated a deep understanding of our business andsector the ability to reach a broad array of potential buyersand the focused commitment and active involvement of theirsenior teamrdquo
Joseph R MorrisPresidentFirst Communications Inc
First Telecom Services LLC(A subsidiary of First Communications Inc)
Has been acquired by
We acted as exclusive financial advisor toFirst Communications
in connection with this transaction
December 2012
Zayo Group LLC
Contact InformationBank Street combines the professional team transaction experience industry insight and capabilities of a bulge-bracketinvestment bank with the focus dedication and senior level attention of a boutique practice in order to yield outstanding resultsfor its clients
72
Bank Street Group LLCFour Landmark Square
3rd FloorStamford CT 06901
For information please contact
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Gardner L Grant JrManaging Director
(203) 252-2815ggrantbankstreetcom
Amy S JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Jon Vanden HeuvelManaging Director
(203) 252-2811jvandenheuvelbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
The information contained in this presentation is the intellectual property of their respective copyright holders and have been compiled from sourcesbelieved to be reliable but are not guaranteed by us and are not a complete summary of all available data The Bank Street Group LLC does not provideinvestment advisory services and this publication does not constitute an investment recommendation regarding any of the companies mentioned herein
copy Copyright 2017 The Bank Street Group LLC All Rights Reserved
First Telecom Services LLCZayo Group LLC (ldquoZayordquo) announced the acquisition of First Telecom Services LLC (ldquoFTSrdquo or the ldquoCompanyrdquo) a subsidiary of FirstCommunications Inc (ldquoFirst Communicationsrdquo) on December 14 2012 The acquisition of FTS marks Zayorsquos 23rd acquisitionwithin the communications sector since inception and 6th acquisition in 2012
71
ldquoWe worked closely with the Bank Street team as our trustedadvisor on a number of strategic initiatives over the past threeyears and they were the clear choice when we decided toundertake a sale process for our FTS fiber network divisionBank Street organized a highly competitive process for FTSresulting in more than a dozen offers from financial andstrategic players that culminated with the sale to Zayo for$110 million Throughout the process Bank Streetdemonstrated a deep understanding of our business andsector the ability to reach a broad array of potential buyersand the focused commitment and active involvement of theirsenior teamrdquo
Joseph R MorrisPresidentFirst Communications Inc
First Telecom Services LLC(A subsidiary of First Communications Inc)
Has been acquired by
We acted as exclusive financial advisor toFirst Communications
in connection with this transaction
December 2012
Zayo Group LLC
Contact InformationBank Street combines the professional team transaction experience industry insight and capabilities of a bulge-bracketinvestment bank with the focus dedication and senior level attention of a boutique practice in order to yield outstanding resultsfor its clients
72
Bank Street Group LLCFour Landmark Square
3rd FloorStamford CT 06901
For information please contact
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Gardner L Grant JrManaging Director
(203) 252-2815ggrantbankstreetcom
Amy S JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Jon Vanden HeuvelManaging Director
(203) 252-2811jvandenheuvelbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
The information contained in this presentation is the intellectual property of their respective copyright holders and have been compiled from sourcesbelieved to be reliable but are not guaranteed by us and are not a complete summary of all available data The Bank Street Group LLC does not provideinvestment advisory services and this publication does not constitute an investment recommendation regarding any of the companies mentioned herein
copy Copyright 2017 The Bank Street Group LLC All Rights Reserved
Contact InformationBank Street combines the professional team transaction experience industry insight and capabilities of a bulge-bracketinvestment bank with the focus dedication and senior level attention of a boutique practice in order to yield outstanding resultsfor its clients
72
Bank Street Group LLCFour Landmark Square
3rd FloorStamford CT 06901
For information please contact
James H HenrySenior Managing Director
(203) 252-2802jhenrybankstreetcom
Richard S LukajSenior Managing Director
(203) 252-2801rlukajbankstreetcom
Lawrence J AskowitzManaging Director
(203) 252-2804laskowitzbankstreetcom
J Peter BeckettManaging Director
(203) 252-2814pbeckettbankstreetcom
Gardner L Grant JrManaging Director
(203) 252-2815ggrantbankstreetcom
Amy S JohnsonManaging Director
(203) 252-2803ajohnsonbankstreetcom
Jon Vanden HeuvelManaging Director
(203) 252-2811jvandenheuvelbankstreetcom
Kevin ChuDirector
(203) 252-2808kchubankstreetcom
The information contained in this presentation is the intellectual property of their respective copyright holders and have been compiled from sourcesbelieved to be reliable but are not guaranteed by us and are not a complete summary of all available data The Bank Street Group LLC does not provideinvestment advisory services and this publication does not constitute an investment recommendation regarding any of the companies mentioned herein
copy Copyright 2017 The Bank Street Group LLC All Rights Reserved