You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Boingo Wireless, Inc., a Delaware corporation (“Boingo”, the “Company”, “we”, “us”, or “our”) to be held virtually on [•], 2021, at [•], Pacific time, at www.virtualshareholdermeeting.com/WIFI2021SM. Due to public health concerns surrounding COVID-19, governmental mandates regarding the ability to meet in person and to prioritize the health and well-being of our employees, stockholders and other community members, Boingo will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

On February 26, 2021 Boingo entered into the Merger Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated February 26, 2021, by and among the Company, White Sands Parent, Inc., a Delaware corporation (“Parent”), and White Sands Bidco, Inc., a Delaware corporation (“Merger Sub”). Parent and Merger Sub were formed by an affiliate of the private equity investment firm Digital Colony Partners II, LP (“Digital Colony Partners”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Boingo (the “Merger”), and Boingo will become a wholly owned subsidiary of Parent. At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement and to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

If the Merger is completed, you will be entitled to receive $14.00 in cash, net of applicable withholding taxes and without interest, for each share of common stock that you own (unless you have properly exercised your appraisal rights with respect to those shares), which represents a premium of: (1) approximately 14% to the twenty (20)-day volume-weighted average stock price of Boingo’s common stock for the period ended February 26, 2021; and (2) approximately 23% to the closing price of Boingo’s common stock on February 26, 2021. Boingo entered into the Merger Agreement on such date following the close of trading.

The Board of Directors of Boingo (the “Board of Directors” or the “Boingo Board”), after considering the factors more fully described in the enclosed proxy statement (this “Proxy Statement”) and after consultation with its independent legal and financial advisors, has unanimously (1) adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger and (2) determined that the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Boingo and its stockholders. The Boingo Board unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Boingo Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the entire Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Boingo common stock.

Whether or not you plan to attend the Special Meeting virtually through the online Special Meeting portal due to the ongoing COVID-19 pandemic, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting by video conference and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of our common stock “FOR” approval of the proposal to adopt the Merger Agreement will have the same effect as voting “AGAINST” the proposal to adopt the Merger Agreement.

If you have any questions or need assistance voting your shares, please contact our Proxy Solicitor:

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

The accompanying Proxy Statement is dated [•], 2021 and, together with the enclosed form of proxy card, is first being mailed on or about [•], 2021.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense.

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Boingo Wireless, Inc., a Delaware corporation (“Boingo”, the “Company”, “we”, “us”, or “our”), will be held virtually on [•], 2021, at [•], at [•], Pacific time, at www.virtualshareholdermeeting.com/WIFI2021SM, for the following purposes:

1. To consider and vote on the proposal to adopt the Merger Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated February 26, 2021, by and among Boingo, White Sands Parent, Inc., a Delaware corporation (“Parent”), and White Sands Bidco, Inc., a Delaware corporation (“Merger Sub”). Parent and Merger Sub were formed by affiliates of the private equity investment firm Digital Colony Partners II, LP (“Digital Colony”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Boingo (the “Merger”), and Boingo will become a wholly owned subsidiary of Parent;

2. To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting;

3. To consider and vote on the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger; and

4. To transact any other business that may properly come before the Special Meeting or any adjournment, postponement or other delay of the Special Meeting.

Only stockholders of record as of the close of business on [•], 2021 are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors has unanimously determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and has unanimously approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board of Directors made its determination after consideration of a number of factors more fully described in this proxy statement.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Whether or not you plan to attend the Special Meeting virtually through the online Special Meeting portal at www.virtualshareholdermeeting.com/WIFI2021SM, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting by video conference and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy card or fail to submit your proxy by telephone or the Internet, your shares of common stock of the Company will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of common stock “FOR” the proposal to adopt the Merger Agreement will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Stockholders who do not vote in favor of the proposal to adopt the Merger Agreement will have the right to seek appraisal of the fair value of their shares of Company common stock if they deliver a demand for appraisal before the vote is taken on the Merger Agreement and comply with the applicable requirements of Delaware law, which are summarized herein and reproduced in their entirety in Annex C to the accompanying proxy statement.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON BY VIDEO CONFERENCE, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you are a stockholder of record, voting virtually at the Special Meeting through the online portal at www.virtualshareholdermeeting.com/WIFI2021SM will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) virtually attend the Special Meeting through the online portal, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the other two proposals.

We encourage you to read the accompanying Proxy Statement and its annexes, including all documents incorporated by reference into the accompanying Proxy Statement, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

SUMMARY

This summary highlights selected information from this proxy statement (the “Proxy Statement”) related to the merger of White Sands Bidco, Inc. with and into Boingo Wireless, Inc., which we refer to as the “Merger”, and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read this entire Proxy Statement, the annexes to this Proxy Statement and the documents that we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions under the caption “Where You Can Find More Information.” The Merger Agreement (as defined below) is attached as Annex A to this Proxy Statement. We encourage you to read the Merger Agreement, which is the legal document that governs the Merger, carefully and in its entirety.

Except as otherwise specifically noted in this Proxy Statement, “Boingo”, the “Company”, “we”, “our”, “us” and similar words refer to Boingo Wireless, Inc., including, in certain cases, our subsidiaries. Throughout this Proxy Statement, we refer to White Sands Parent, Inc.as “Parent” and White Sands Bidco, Inc. as “Merger Sub”. In addition, throughout this Proxy Statement we refer to the Agreement and Plan of Merger, dated February 26, 2021, by and among Boingo, Parent and Merger Sub, as it may be amended from time to time, as the “Merger Agreement”.

Parties Involved in the Merger

Boingo Wireless, Inc.

Boingo is a leading global provider of wireless connectivity solutions for smartphones, tablets, laptops, wearables and other wireless-enabled consumer devices. Boingo has a diverse monetization model that enables it to generate revenues from wholesale cellular and Wi-Fi offerings, which are targeted towards carriers, venues, and other wholesale partners, and military, retail, and advertising offerings, which are retail products targeted towards customers. Wholesale offerings include distributed antenna systems, towers, and small cells, which are cellular extension networks, private networks and emerging technologies, multifamily, carrier offload, Wi-Fi roaming, value-added services, private label Wi-Fi, and location-based services. Retail products include Wi-Fi services for military personnel living in the barracks of the U.S. Army, Air Force, and Marine Corps on bases around the world, and Wi-Fi subscriptions and day passes that provide access to commercial hotspots worldwide. Advertising revenue is driven by Wi-Fi sponsorships at airports, hotels, cafes and restaurants, and public spaces. Boingo’s customers include some of the world’s largest carriers, telecommunications service providers, global consumer brands, and property owners, as well as troops stationed at military bases and Internet savvy consumers on the go.

Boingo’s common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “WIFI”.

White Sands Parent, Inc.

White Sands Parent, Inc. was formed on February 25, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

White Sands Bidco, Inc.

White Sands Bidco, Inc. is a wholly owned subsidiary of Parent and was formed on February 25, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with Digital Colony Partners II, LP (“Digital Colony Partners”). In connection with the transactions contemplated by the Merger Agreement, (1) Digital Colony Partners has, in the aggregate, provided to Parent equity commitments of up to $700 million; and (2) Merger Sub has obtained debt financing commitments from Truist Bank, Truist Securities, Inc., The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC and CIT Bank, N.A. (collectively, the “Commitment Parties”) for an aggregate amount of $350 million, comprised of (a) a $200 million senior secured delayed draw term loan facility which will be available to fund a portion of the payments contemplated by the Merger Agreement, (b) a $100 million senior secured delayed draw term loan facility, which is not available to fund any portion of the payments contemplated by the Merger Agreement, and (c) a $50 million senior secured revolving credit facility, up to $10 million of which is available to fund a portion of the payments contemplated by the Merger Agreement (in each case, pursuant to the terms and conditions as described further under the caption “The Merger—Financing of the Merger”).

Parent, Merger Sub and Digital Colony Partners are affiliated with Digital Colony Management, LLC (“Digital Colony”). Digital Colony is a global investment firm dedicated to strategic opportunities in digital infrastructure, formed in 2017 by Digital Bridge Holdings, LLC, a leading investor in and operator of companies enabling the next generation of mobile and internet connectivity, and Colony Capital, Inc. (NYSE: CLNY) a leading global real estate and investment management firm, thereby bringing together Digital Bridge Holding, LLC’s industry, operational and investment expertise in the telecommunications sector with Colony Capital, Inc.’s 29 years of experience as a global investment manager.

The Special Meeting

Date, Time and Place

A special meeting of stockholders of Boingo (the “Special Meeting”) will be held on [•], 2021, at [•], Pacific time, at [•].

In light of public health concerns regarding COVID-19 and governmental mandates regarding the ability to meet in person, the Special Meeting will be held in a virtual meeting format only at www.virtualshareholdermeeting.com/WIFI2021SM. You will not be able to attend the Special Meeting physically.

Record Date; Shares Entitled to Vote

You are entitled to vote at the Special Meeting if you owned shares of common stock at the close of business on [•], 2021 (the “Record Date”). You will have one vote at the Special Meeting for each share of common stock that you owned at the close of business on the Record Date.

Purpose

At the Special Meeting, we will ask stockholders to vote on proposals to (1) adopt the Merger Agreement; (2) adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Quorum

As of the Record Date, there were [•] shares of common stock outstanding and entitled to vote at the Special Meeting. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at the Special Meeting.

Required Vote

The affirmative vote of the holders of a majority of the outstanding shares of Boingo common stock is required to adopt the Merger Agreement. Approval of the proposal to adjourn the Special Meeting, requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable to Boingo’s executive officers in connection with the Merger requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting entitled to vote on the subject matter.

Share Ownership of Our Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [•] shares of common stock, representing approximately [•]% of the shares of common stock outstanding on the Record Date.

Voting and Proxies

Any stockholder of record entitled to vote may submit a proxy by returning a signed proxy card by mail in the accompanying prepaid reply envelope or granting a proxy electronically over the Internet or by telephone, or may vote in person by appearing at the Special Meeting (which will be held by video conference due to the ongoing COVID-19 pandemic). If you are a beneficial owner and hold your shares of common stock in “street name” through a bank, broker or other nominee, you should instruct your bank, broker or other nominee on how you wish to vote your shares of common stock using the instructions provided by your bank, broker or other nominee. Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote on routine matters. The proposals to be considered at the Special Meeting are non-routine matters, and hence banks, brokers and other nominees cannot vote on these proposals without your instructions. Therefore, it is important that you cast your vote or instruct your bank, broker or nominee on how you wish to vote your shares.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by (1) signing another proxy card with a later date and returning it prior to the Special Meeting; (2) submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy; (3) delivering a written notice of revocation to our Corporate Secretary; or (4) virtually attending the Special Meeting and submitting your vote through the online portal.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

The Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Boingo, and Boingo will continue as the surviving corporation and as a wholly owned subsidiary of Parent (the “Surviving Corporation”). As a result of the Merger, Boingo will cease to be a publicly traded company, all outstanding shares of Boingo stock will be canceled and converted into the right to receive $14.00 per share in cash, net of applicable withholding taxes and without interest thereon (the “Per Share Merger Consideration”) (except for any shares owned by Parent or Merger Sub, shares held in the treasury of the Company, or shares held by stockholders who are entitled to and who properly exercise appraisal rights under the Delaware General Corporation Law (the “DGCL”)), and you will not own any shares of the capital stock of the Surviving Corporation.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described below under the caption “The Merger—Appraisal Rights”).

Treatment of Options and Restricted Stock Units

The Merger Agreement provides that Boingo’s equity awards that are outstanding immediately prior to the time at which the Merger will become effective (the “Effective Time”) will be subject to the following treatment at the Effective Time:

Options

Each option to purchase shares of common stock, whether or not vested or exercisable, will be cancelled and converted into the right to receive an amount in cash (less all applicable deductions and withholdings required by law) equal to the product of (1) the excess, if any, by which the Per Share Merger Consideration exceeds the exercise price per share of common stock underlying such stock option; and (2) the total number of shares of common stock subject to such option. Each option with an exercise price per share equal to or greater than the Per Share Merger Consideration will be cancelled without consideration.

Restricted Stock Units

Each restricted stock unit award will be cancelled and converted into the right to receive an amount in cash (less all applicable deductions and withholdings required by law) equal to the product of (1) the Per Share Merger Consideration; and (2) the total number of shares of common stock subject to such award of restricted stock units.

With respect to restricted stock units with performance-based vesting conditions that are not satisfied as of the Effective Time, such conditions shall be deemed satisfied in accordance with (and to the extent provided by) the terms of Boingo’s 2011 Equity Incentive Plan and the applicable award agreements.

Treatment of Convertible Notes Indenture

The Merger Agreement provides that each holder of Boingo’s 1.00% Convertible Senior Notes due in 2023 (the “Convertible Notes”) that were issued pursuant to Boingo’s Indenture dated as of October 5, 2018 by and between Boingo and Wilmington Trust, National Association, as Trustee (the “Convertible Note Indenture”) at or after the Effective Time and subject to the terms of the Convertible Notes Indenture will be entitled to:

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convert such holder’s Convertible Notes only into a right to receive from the Surviving Corporation an amount in cash for each $1,000 principal amount of such Convertible Notes held by such holder equal to the (i) Per Share Merger Consideration multiplied by (ii) the Conversion Rate (as defined in the Convertible Notes Indenture and as may be increased by any Additional Shares (as defined in the relevant Convertible Notes Indenture)) in effect on the applicable Conversion Date (as defined in the Convertible Notes Indenture) (the “Convertible Note Cash Conversion”);

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require the Surviving Corporation to repurchase such holder’s Convertible Notes (or any portion of principal amount thereof that is equal to $1,000 or an integral multiple of $1,000 in excess thereof), for cash on a date specified by Boingo in accordance with the Convertible Notes Indenture at the Fundamental Change Repurchase Price (as defined in the Convertible Notes Indenture); or

•

continue to hold such holder’s Convertible Notes, which, for the avoidance of doubt, following the Effective Time shall only be convertible or exchangeable into cash pursuant to the Convertible Note Cash Conversion above.

The Surviving Corporation shall satisfy and fulfill the relevant payment obligations to each holder of Convertible Notes as and when required by the terms of the Merger Agreement and the Convertible Notes Indenture.

Financing of the Merger

We anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $900 million, which will be funded via equity financing and debt financing described below. This amount includes funds needed to (i) pay our stockholders the amounts due to them under the Merger Agreement; (ii) make payments due as of the Effective Time in respect of our outstanding equity-based awards pursuant to the Merger Agreement; and (iii) pay all fees and expenses payable by Parent and Merger Sub under the Merger Agreement and Parent’s agreements with the Commitment Parties.

In connection with the Merger, Parent has (i) entered into equity commitment letters, dated as of February 26, 2021, with Digital Colony Partners, for an aggregate equity commitment of $700 million, and (ii) obtained debt financing commitments from the Commitment Parties for an aggregate amount of $350 million, comprised of (a) a $200 million senior secured delayed draw term loan facility which will be available to fund a portion of the payments contemplated by the Merger Agreement, (b) a $100 million senior secured delayed draw term loan facility, which is not available to fund any portion of the payments contemplated by the Merger Agreement, and (c) a $50 million senior secured revolving credit facility, up to $10 million of which is available to fund a portion of the payments contemplated by the Merger Agreement (in each case, pursuant to the terms and conditions as described further under the caption “The Merger—Financing of the Merger”).

Conditions to the Closing of the Merger

The obligations of Boingo, Parent and Merger Sub, as applicable, to consummate the Merger are subject to the satisfaction or waiver of certain conditions, including (among other conditions), the following:

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the adoption of the Merger Agreement by the requisite affirmative vote of stockholders;

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the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”);

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the consummation of the Merger not being made illegal or otherwise prohibited by any law or order of any governmental authority of competent jurisdiction;

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the accuracy of the representations and warranties of Boingo, Parent and Merger Sub in the Merger Agreement, subject to materiality qualifiers (in the case of Boingo, generally other than as would not constitute a Material Adverse Effect or, in the case of Boingo’s capitalization representations and warranties, other than as would not increase the aggregate merger consideration by more than $6,000,000), as of the date of the Merger Agreement and as of the Effective Time, or, as applicable, the date in respect of which such representation or warranty was specifically made;

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Boingo, Parent and Merger Sub having performed in all material respects their obligations under the Merger Agreement at or before the Effective Time;

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since the date of the Merger Agreement, there not having occurred any Material Adverse Effect that is continuing; and

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the delivery of certain closing documents.

Regulatory Approvals Required for the Merger

Boingo and Parent have agreed to use their reasonable best efforts to comply with all regulatory notification requirements and obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include (i) the expiration or early termination of the applicable waiting period under the HSR Act; (ii) any other required approvals under any foreign or other antitrust law; and (iii) all permits, consents, waiting period expirations or terminations, approvals and authorizations of all third parties and governmental authorities that are necessary or reasonably deemed advisable by both parties to consummate the Merger.

Recommendation of the Boingo Board

Boingo’s Board of Directors (the “Boingo Board”), after considering various factors described under the caption “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (1) adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (2) determined that the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Boingo and its stockholders and (3) resolved that the Merger Agreement be submitted for consideration by Boingo’s stockholders at a special meeting of stockholders and recommended that our stockholders vote to adopt the Merger Agreement. The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Opinion of Boingo’s Financial Advisor

TAP Advisors, LLC (“TAP Advisors”) was retained by the Board of Directors to act as its financial advisor in connection with the Merger. On February 26, 2021, TAP Advisors rendered its oral opinion, which was subsequently confirmed in a written opinion dated February 26, 2021, to the Board of Directors to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by TAP Advisors as set forth in its written opinion, the Per Share Merger Consideration to be received by the holders of shares of Boingo common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Boingo common stock.

The full text of TAP Advisors’ written opinion to the Board of Directors, dated February 26, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by TAP Advisors in rendering its opinion, is attached to this Proxy Statement as Annex B. TAP Advisors’ opinion was prepared for the benefit of the Board of Directors, in its capacity as such, and addressed only the fairness from a financial point of view of the Per Share Merger Consideration to be received by the holders of shares of Boingo common stock pursuant to the Merger Agreement as of the date of the opinion and did not address any other aspects or implications of the Merger. TAP Advisors’ opinion was not intended to, and does not, constitute advice or a recommendation as to how Boingo stockholders should vote at any stockholders’ meeting to be held in connection with the Merger or take any other action with respect to the Merger.

For a description of the opinion that the Board of Directors received from TAP Advisors, see the section entitled “The Merger—Opinion of Boingo’s Financial Advisor,” beginning on page 57 of this Proxy Statement.

Interests of Boingo’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. In (i) evaluating and negotiating the Merger Agreement; (ii) approving the Merger Agreement and the Merger; and (iii) recommending that the Merger Agreement be adopted by stockholders, the Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests include the following:

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accelerated vesting of stock options and restricted stock units and the termination or settlement of such awards (in the case of stock options that are in-the-money) in exchange for cash;

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the entitlement of certain executive officers to receive payments and benefits under their respective employment agreements with Boingo (i) in connection with an involuntary termination of employment without “Cause,” as such term is defined in the applicable employment agreement, or (ii) if the executive officer resigns from his or her employment for “Good Reason,” as such term is defined in the applicable employment agreement, with the amount of such payments and benefits determined based on the timeframe in which such termination or resignation occurs in relation to the Effective Time (as set forth in the applicable employment agreement);

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potential continued employment of Boingo’s officers by the Surviving Corporation following the Effective Time; and

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continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Corporation.

If the proposal to adopt the Merger Agreement is approved, the shares of common stock held by our directors and executive officers as of the Effective Time will be treated in the same manner as outstanding shares of common stock held by all other stockholders. For more information, see the section of this Proxy Statement captioned “The Merger—Interests of Boingo’s Directors and Executive Officers in the Merger.”

Appraisal Rights

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this Proxy Statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a bank, broker or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of our common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Under Section 262, holders of shares of common stock who (i) do not vote in favor of the adoption of the Merger Agreement; (ii) continuously are the record holders of such shares through the Effective Time; and (iii) otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply with the procedures established by Section 262. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as, or less than the Per Share Merger Consideration.

To exercise your appraisal rights, you must (i) deliver a written demand for appraisal to Boingo before the vote is taken on the proposal to adopt the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; and (iii) continue to hold your shares of common stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex C to this Proxy Statement. If you hold your shares of common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

U.S. Federal Income Tax Consequences of the Merger

For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined under the caption “The Merger—U.S. Federal Income Tax Consequences of the Merger”) in exchange for such U.S. Holder’s shares of common stock in the Merger generally will result in the recognition of gain or loss in an amount measured by the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of common stock surrendered in the Merger.

A Non-U.S. Holder (as defined under the caption “The Merger—U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.

For more information, see the section of this Proxy Statement captioned “The Merger—U.S. Federal Income Tax Consequences of the Merger.” Stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Legal Proceedings Regarding the Merger

As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to Boingo, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that the consummation of the Merger not being made illegal or otherwise prohibited by any law or order of any governmental authority of competent jurisdiction. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected timeframe.

Acquisition Proposals

Under the Merger Agreement, from the date of the Merger Agreement until 11:59 p.m. (New York City time) on April 2, 2021 (the “Go-Shop Period”) Boingo had the right to (i) initiate, solicit and encourage any inquiry, or the making of any proposal or offer that constitutes an Acquisition Proposal (as defined in the section below captioned “The Merger Agreement—Acquisition Proposals”), including by furnishing information regarding Boingo to any person pursuant to an Acceptable Confidentiality Agreement (as defined in the section below captioned “The Merger Agreement—Acquisition Proposals”) entered into by such person (provided that Boingo had the duty during the Go-Shop Period, to the extent not previously provided to Merger Sub or Parent, to provide or make available to Merger Sub or Parent any material non-public information concerning Boingo (or any subsidiary of Boingo) provided or made available to any person prior to or substantially concurrently to providing such information to such person) and (ii) participate in any discussions or negotiations with any persons or group of persons with respect to any Acquisition Proposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposal.

Following the expiration of the Go-Shop Period until the earlier of the adoption of the Merger Agreement by Boingo’s stockholders or the termination of the Merger Agreement pursuant to the terms therein (the “No-Shop Period”), Boingo has agreed not to, and to cause its subsidiaries (and instruct its and their respective directors, officers, managers, employees, consultants, legal counsel, financial advisors and agents and other advisors and representatives, whom we collectively refer to as “representatives”) not to, directly or indirectly, among other things:

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solicit, initiate, knowingly induce, knowingly encourage or knowingly facilitate any Acquisition Proposal or the making thereof to Boingo or its stockholders;

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enter into, engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide access to its properties, books and records or furnish any confidential or non-public information to, or otherwise cooperate in any way with, any person (other than Parent, Merger Sub and their representatives) in connection with, relating to, or for the purpose of encouraging or facilitating an Acquisition Proposal;

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approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal;

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execute or enter into, any Acquisition Agreement (as defined in the section below captioned “The Merger Agreement — Acquisition Proposals”); or

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take any action to render any provision of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute (including Section 203 of the DGCL) or any restrictive provision of any applicable anti-takeover provision in Boingo’s organizational documents, in each case inapplicable to any person (other than Parent, Merger Sub or any of their affiliates) or any Acquisition Proposal (and to the extent permitted thereunder, Boingo shall promptly take all steps necessary to terminate any waiver that may have been granted to any such person or Acquisition Proposal under any such provisions).

Notwithstanding these restrictions, under certain circumstances during the No-Shop Period prior to the adoption of the Merger Agreement by stockholders, Boingo may provide information, and engage or participate in negotiations or discussions with, a person regarding an Acquisition Proposal if the Board of Directors determines in good faith after consultation with its financial advisor and its outside legal counsel that such proposal is a Superior Proposal (as defined in the section below captioned “The Merger Agreement — Acquisition Proposals”) or could reasonably be expected to lead to a Superior Proposal and not to do so would be inconsistent with the directors’ exercise of their fiduciary duties. For more information, see the section of this Proxy Statement captioned “The Merger Agreement — Acquisition Proposals.”

Change in Recommendation

The Board of Directors has unanimously recommended that you vote for the adoption of the Merger Agreement. The Merger Agreement provides that the Board of Directors may not change its recommendation, or take other actions constituting a Change in Recommendation (as defined in the section below captioned “The Merger Agreement — The Board of Directors’ Recommendation; Change in Recommendation ”), except in certain specified circumstances. For more information, see the section of this Proxy Statement captioned “The Merger Agreement—The Board of Directors’ Recommendation; Change in Recommendation.”

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the adoption of the Merger Agreement by stockholders, in the following ways:

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By mutual written consent of Boingo and Parent;

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By either Boingo, Parent, or Merger Sub:

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subject to certain exceptions, if the Merger has not been consummated on or before August 26, 2021, which date we refer to as the “Outside Date”;

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subject to certain exceptions, if any governmental entity of competent jurisdiction has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or other applicable law that (x) makes the consummation of the Merger illegal or otherwise prohibited, or (y) enjoins Parent and Boingo from consummating the Merger, and, in each case, such order, injunction, judgment, judicial decision, decree or ruling or applicable law shall have become final and non-appealable (provided, however, that the right to terminate shall not be available to any party whose failure to fulfill its obligations under the Merger Agreement has been the substantial or primary cause of, or resulted in, such injunction, order, decree or ruling or other law); or

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if Boingo’s stockholders fail to approve the proposal to approve and adopt the Merger Agreement at the Special Meeting, or any adjournment, recess or postponement thereof, at which a vote on such proposal is taken.

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By Boingo:

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if there is an inaccuracy in Parent’s or Merger Sub’s representations and warranties, or a breach by Parent or Merger Sub of its covenants in the Merger Agreement, in either case that would reasonably be expected to prevent, materially delay or materially impair Parent’s or Merger Sub’s ability to consummate the Merger; provided, however, if such breach or inaccuracy is capable of being cured prior to the earlier of (A) the Outside Date and (B) the date that is twenty (20) business days from the date Parent is notified in writing by Boingo of such breach, Boingo may not terminate the Merger Agreement (x) prior to such date if Parent and Merger Sub are taking reasonable efforts to cure such breach or inaccuracy and (y) following such date if such inaccuracy or breach is cured at or prior to such date;

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if (i) all of the conditions applicable to all parties’ obligations to consummate the Merger and Parent’s and Merger Sub’s obligations to consummate the Merger have been satisfied or waived (other than those that, by their nature, are to be satisfied at the closing; provided that those conditions could be satisfied if the closing were to occur), (ii) Boingo has irrevocably confirmed in writing to Parent that it is prepared, willing and able to effect the consummation of the closing and the other transactions contemplated hereby in accordance with the terms of the Merger Agreement, and (iii) Parent fails to consummate the closing within two Business Days following the later of (x) the date the closing should have occurred pursuant to the terms of the Merger Agreement and (y) delivery of such confirmation; or

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prior to receiving the stockholder approval in order to enter into a definitive agreement with respect to a Superior Proposal prior to or concurrently therewith Boingo pays to Parent a termination fee equal to (x) $13,090,000 if such termination had occurred during the Go-Shop Period or (y) $19,635,000 if such termination occurs during the No-Shop Period.

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By Parent or Merger Sub:

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if there is an inaccuracy in Boingo’s representations and warranties, or a breach by Boingo of its covenants in the Merger Agreement, in either case that would cause a condition applicable to all parties’ obligations to consummate the Merger or Parent’s and Merger Sub’s obligations to consummate the Merger to not be satisfied; provided, however, if such breach or inaccuracy is capable of being cured prior to the earlier of (A) the Outside Date and (B) the date that is twenty (20) business days from the date Boingo is notified in writing by Parent of such breach, Parent and Merger Sub may not terminate the Merger Agreement (x) prior to such date if Boingo is taking reasonable efforts to cure such breach or inaccuracy and (y) following such date if such inaccuracy or breach is cured at or prior to such date;

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if at any time prior to the Special Meeting, the Board of Directors or any committee thereof shall have made a Change in Recommendation (it being agreed that the delivery of a Notice of Designated Superior Proposal (as defined in the section below captioned “The Merger Agreement — Acquisition Proposals”) and any amendment or update to such notice and the determination to so deliver such notice, update or amendment and public disclosure with respect thereto shall not, by itself, give rise to a right for Parent to terminate the Merger Agreement); or

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if Boingo has willfully and materially breached its obligations related to Acquisition Proposals.

Termination Fees and Expense Reimbursement

Except in specified circumstances, whether or not the Merger is completed, Boingo, on the one hand, and Parent and Merger Sub, on the other hand, are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement.

Upon termination of the Merger Agreement under specified circumstances, Boingo will be required to pay Parent a termination fee of $19,635,000 (which is an increase from the termination fee of $13,090,000 which would have been paid to Parent in the event the Merger Agreement was terminated in order for Boingo to enter into an agreement for a Superior Proposal during the Go-Shop Period). In addition, in certain circumstances, Boingo will be required to reimburse Parent for up to $2,500,000 of its expenses associated with the transactions contemplated by the Merger Agreement.

Parent will be required to pay to Boingo a reverse termination fee of $32,725,000 if the Merger Agreement is terminated under different specified circumstances.

For more information on these termination fees, see the section of this Proxy Statement captioned “The Merger Agreement—Termination Fees and Expense Reimbursement.”

Effect on Boingo if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Boingo will remain an independent public company, with its common stock continuing to be listed and traded on Nasdaq and registered under the Securities Exchange Act of 1934 (the “Exchange Act”), and Boingo will continue to file periodic reports with the Securities and Exchange Commission (the “SEC”).

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions under the caption “Where You Can Find More Information.”

The Special Meeting starts at [•] on [•]. Stockholders of record are encouraged to access the meeting website prior to the start time to allow time for check in. If a stockholder of record experiences any difficulties accessing the Special Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log-in page.

Stockholders of record do not need to register to virtually attend the Special Meeting webcast. Instructions on the proxy card will explain how to access the Special Meeting.

Even if you plan to virtually attend the Special Meeting, to ensure that your shares will be represented at the Special Meeting we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you virtually attend the Special Meeting and vote through the online portal, your vote will revoke any proxy previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Upon termination of the Merger Agreement under specified circumstances, (i) Boingo will be required to pay Parent a termination fee of $19,635,000 (which is an increase from the termination fee of $13,090,000 which would have been paid to Parent in the event the Merger Agreement was terminated in order for Boingo to enter into an agreement for a Superior Proposal during the Go-Shop Period) and (ii) Parent will be required to pay to Boingo a reverse termination fee of $32,725,000 if the Merger Agreement is terminated under different specified circumstances (in each case as described in the section of this Proxy Statement captioned “The Merger Agreement — Termination Fees and Expense Reimbursement”).

If a quorum is present at the Special Meeting, the failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone; or (3) vote via the online portal at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone; or (3) vote through the online portal at the Special Meeting will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on the adjournment proposal and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger. Abstentions will have the same effect as a vote “AGAINST” the adjournment proposal and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this Proxy Statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Boingo common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone or through the online portal at the Special Meeting. Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to virtually attend the Special Meeting, you are strongly encouraged to vote your shares of Boingo common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still submit your vote via the online portal at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and submit your vote via the online portal, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee. Additionally, you should follow the instructions on the voting form provided by your bank, broker or nominee for virtually attending the Special Meeting and submitting your vote through the online portal.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You should follow the instructions on the voting form provided by your bank, broker or nominee for virtually attending the Special Meeting and submitting your vote through the online portal.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Please sign, date and return (or grant your proxy electronically over the Internet or by telephone) each proxy card and voting instruction card that you receive.

A Non-U.S. Holder (as defined under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Boingo common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.

You should consult your own tax advisor to determine the U.S. federal income tax consequences of the Merger to you in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of certain U.S. federal income tax consequences of the Merger is provided under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger.”

At the Effective Time, each restricted stock unit will be cancelled and converted into the right to receive an amount in cash (less all deductions and withholdings required by law) equal to the product of (1) the Per Share Merger Consideration; and (2) the total number of shares of common stock subject to such award of restricted stock units. With respect to restricted stock units with performance-based vesting conditions that are not satisfied as of the Effective Time, such conditions shall be deemed satisfied in accordance with (and to the extent provided by) the terms of Boingo’s 2011 Equity Incentive Plan and the applicable award agreements.

This Proxy Statement, the documents to which we refer you in this Proxy Statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain “forward-looking statements” that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as “predicts,” “plan,” “expects,” “focus,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “will,” “might,” “momentum,” “can,” “could,” “design,” “see,” “seek,” “forecast” and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this Proxy Statement, and the following factors:

Consequently, all of the forward-looking statements that we make in this Proxy Statement are qualified by the information contained or incorporated by reference herein, including (1) the information contained under this caption and (2) the information contained under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

We will hold the Special Meeting virtually on [•], 2021, at [•], at [•], Pacific time, at www.virtualshareholdermeeting.com/WIFI2021SM.

At the Special Meeting, we will ask stockholders to vote on proposals to (i) adopt the Merger Agreement, (ii) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices, located at 10960 Wilshire Blvd, 23rd Floor, Los Angeles, CA 90024, during regular business hours for a period of no less than ten (10) days before the Special Meeting. If our principal executive offices are closed for health and safety reasons related to the COVID-19 (coronavirus) pandemic during such period, the list of stockholders will be made available for inspection upon request via email to investors@boingo.com or by phone at (310) 586-5180, subject to our satisfactory verification of stockholder status, and will also be made available online during the Special Meeting via the Special Meeting website.

As of the Record Date, there were [•] shares of common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

The affirmative vote of the holders of a majority of the outstanding shares of Boingo common stock as of the Record Date is required to adopt the Merger Agreement. Adoption of the Merger Agreement by stockholders is a condition to the closing of the transactions contemplated by the Merger Agreement.

Approval of the proposal to adjourn the Special Meeting requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “AGAINST” any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and “AGAINST” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on (i) any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or (ii) the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote by virtually attending the Special Meeting and submitting your vote through the online portal. Additionally, you may grant a proxy electronically over the Internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you virtually attend the Special Meeting and submit your vote through the online portal, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (1) “FOR” adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or following the instructions from your broker to virtually attend the Special Meeting and submitting your vote through the online portal. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not virtually attend the Special Meeting and submitting your vote through the online portal, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also follow the instructions from your broker and virtually attend the Special Meeting and submit your vote through the online portal.

Any adjournment, postponement, or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

The Board of Directors, after considering various factors described under the caption “The Merger — Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously (1) adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger and (2) determined that the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Boingo and its stockholders. The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

The expense of soliciting proxies will be borne by Boingo. We have retained Morrow Sodali LLC, a proxy solicitation firm (the “Proxy Solicitor”), to solicit proxies in connection with the Special Meeting at a cost of approximately $13,500 plus expenses. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated in the second calendar quarter of 2021.

If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262. This means that stockholders are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply with the procedures established by Section 262. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

To exercise your appraisal rights, you must (i) deliver a written demand for appraisal to Boingo before the vote is taken on the adoption of the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; and (iii) continue to hold your shares of common stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this Proxy Statement. If you hold your shares of common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, broker or nominee.

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of common stock will be voted in accordance with the discretion of the appointed proxy holders.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [•], 2021

Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents this year or in future years, follow the instructions described below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, follow these instructions.

If you are a stockholder of record, you may contact us by writing to Boingo Wireless, Inc., Attention: Investor Relations, 10960 Wilshire Blvd, 23rd Floor, Los Angeles, CA 90024 or calling our Investor Relations Department at (310) 586-5180. Eligible stockholders of record receiving multiple copies of this Proxy Statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

If you have any questions concerning the Merger, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

We are asking you to approve and adopt the Merger Agreement and the Merger contemplated by the Merger Agreement.

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this Proxy Statement, including the information set forth in the sections captioned “The Merger” beginning on page 31 of this Proxy Statement and “The Merger Agreement” beginning on page 83 of this Proxy Statement. A copy of the Merger Agreement is attached to this Proxy Statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

Under applicable law, we cannot complete the Merger without the affirmative vote of a majority of the outstanding shares of Boingo common stock voting in favor of the proposal to approve and adopt the Merger Agreement and the Merger. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the proposal to adopt the Merger Agreement.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If stockholders approve the adjournment proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including proxies from stockholders who have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things, approval of the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the payment of certain compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger, as disclosed in the section of this Proxy Statement captioned “The Merger — Interests of Boingo’s Directors and Executive Officers in the Merger.”

We are asking stockholders to indicate their approval of the various compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger. These payments are set forth in the section captioned “The Merger — Interests of Boingo’s Directors and Executive Officers in the Merger” and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of Boingo’s overall compensation program for our named executive officers and previously have been disclosed to stockholders as part of the Compensation Discussion and Analysis and related sections of our annual proxy statements. These historical arrangements were adopted and approved by the Compensation Committee of the Board of Directors, which is composed solely of non-management directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, we are seeking approval of the following resolution at the Special Meeting:

“RESOLVED, that the stockholders of Boingo Wireless, Inc. approve, on a non-binding, advisory basis, the compensation that will or may become payable by Boingo to its named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned “The Merger — Interests of Boingo’s Directors and Executive Officers in the Merger.”

Stockholders should note that this proposal is not a condition to completion of the Merger, and as an advisory vote, the result will not be binding on Boingo, the Board of Directors, Parent or the named executive officers. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated our named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the Merger in accordance with the terms and conditions applicable to the underlying plans and agreements and the Merger Agreement.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this Proxy Statement as Annex A and incorporated into this Proxy Statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parent was formed on February 25, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Merger Sub is a wholly owned subsidiary of Parent and was formed on February 25, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with Digital Colony Partners and Digital Colony. In connection with the transactions contemplated by the Merger Agreement, (1) Digital Colony Partners has, in the aggregate, provided to Parent equity commitments of up to $700 million; and (2) Merger Sub has obtained debt financing commitments from the Commitment Parties for an aggregate amount of $350 million, comprised of (a) a $200 million senior secured delayed draw term loan facility which will be available to fund a portion of the payments contemplated by the Merger Agreement, (b) a $100 million senior secured delayed draw term loan facility, which is not available to fund any portion of the payments contemplated by the Merger Agreement, and (c) a $50 million senior secured revolving credit facility, up to $10 million of which is available to fund a portion of the payments contemplated by the Merger Agreement (in each case, pursuant to the terms and conditions as described further under the caption “The Merger—Financing of the Merger”). After giving effect to the Merger, Boingo, as the Surviving Corporation, will be affiliated with Digital Colony.

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Boingo, and Boingo will continue as the Surviving Corporation and as a wholly owned subsidiary of Parent. As a result of the Merger, our common stock will no longer be publicly traded and will be delisted from Nasdaq. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Boingo will remain an independent public company, our common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Boingo operates and risks related to adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of our common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of common stock. If the Merger is not completed, Boingo’s Board of Directors (the “Boingo Board”) will continue to evaluate and review Boingo’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board of Directors will be offered or that Boingo’s business, prospects or results of operation will not be adversely impacted.

Upon termination of the Merger Agreement under specified circumstances, Boingo will be required to pay Parent a termination fee of up to $19,635,000. Parent will be required to pay to Boingo a reverse termination fee of $32,725,000 if the Merger Agreement is terminated under different specified circumstances. In addition, in certain circumstances, Boingo will be required to reimburse Parent for up to $2,500,000 of its expenses associated with the transactions contemplated by the Merger Agreement. For more information, please see the section captioned “The Merger Agreement — Termination Fees and Expense Reimbursement.”

In the Merger, each outstanding share of common stock (other than shares owned by (1) Parent or Merger Sub and (2) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Per Share Merger Consideration.

As part of its ongoing evaluation of Boingo’s business, the Boingo Board, together with senior management, regularly reviews and assesses Boingo’s strategic direction, financial performance and business plans with a view towards strengthening Boingo’s business and identifying opportunities to increase stockholder value. As part of this evaluation, the Boingo Board has from time to time considered a variety of strategic alternatives for Boingo, including transactions with strategic buyers and financial acquirers, cost-cutting initiatives, and acceleration of investment in Boingo’s core technologies. During the period beginning in 2014 and prior to Boingo entering into the Merger Agreement with Parent and Merger Sub, Boingo had from time to time been involved in preliminary discussions with various parties, including one potential transaction in 2016 that prompted Boingo to hire TAP Advisors as its financial advisor. Since 2014, Boingo and TAP Advisors contacted over 60 parties in connection with the evaluation of potential transactions. Additionally, in 2016, the Boingo Board formed the Steering Committee (as defined below) for purposes of providing oversight of management’s strategic plans for increasing stockholder value. During the strategic process that eventually resulted in the entry into the Merger Agreement, the other members of the Boingo Board were invited to nearly all of the Steering Committee meetings, as further described below. From 2016 until May 2017, Boingo and TAP Advisors had discussions with a multitude of potential bidders, including having preliminary discussions with more than 25 third parties, entering into non-disclosure agreements with more than 15 third parties, and receiving indications of interest from four third parties (of which two were non-binding written offers and two were non-binding oral offers). These parties included both strategic and financial counterparties. After 2017 TAP Advisors and members of Boingo’s management would have periodic meetings with potentially interested parties. However, in each case, the strategic or financial counterparty did not ultimately pursue a transaction with Boingo.

Beginning in late October 2019 until February 2021, in connection with the strategic process that eventually resulted in the entry into the Merger Agreement, Boingo and TAP Advisors had discussions with a multitude of potential bidders, including having preliminary discussions with 37 third parties, entering into non-disclosure agreements with more than 30 third parties, and receiving indications of interest from six third parties (of which four were non-binding written offers and two were oral offers). During this same time period the Steering Committee (as defined below) met 26 times to discuss the progress and status of discussions with third parties potentially interested in a strategic transaction to acquire Boingo (including one joint session with the Boingo Board), and the Boingo Board received regular updates from the Steering Committee (as well as members of Boingo’s management), and provided ongoing feedback on the process, as well as meeting eight times to discuss the process. A summary of events beginning in late 2019 that led to Boingo’s entry into the Merger Agreement is provided below.

Third Party Interest in A Strategic Transaction to Acquire the Company Develops Again

In the Fall of 2019, a number of third parties reached out to Boingo and TAP Advisors to see if Boingo would be interested in a potential sale of the company.

On October 15, 2019, representatives from a private investment firm (“Company A”) met with TAP Advisors at Company A’s offices in New York. In that meeting the representative expressed among other things, Company A’s interest in acquiring Boingo, subject to due diligence.

On October 21, 2019, a representative from Digital Colony, met with members of Boingo’s management at Boingo’s offices in Los Angeles. In that meeting the representative expressed among other things, Digital Colony’s interest in acquiring Boingo, subject to due diligence.

On October 21, 2019, representatives from a private investment firm (“Company B”) met with members of Boingo’s management at Boingo’s offices in Los Angeles. In that meeting the representatives expressed among other things, Company B’s interest in acquiring Boingo, subject to due diligence.

On October 24, 2019, representatives from Company A met with members of Boingo’s management at Boingo’s offices in Los Angeles. In that meeting the representative expressed among other things, Company A’s interest in acquiring Boingo, subject to due diligence.

On October 30, 2019, the Steering Committee of the Boingo Board consisting of directors Lance Rosenzweig, Roy Chesnutt and David Hagan (the “Steering Committee”) met in person at Boingo’s offices in Los Angeles with members of Boingo’s management as well as Boingo’s financial and legal advisors to discuss the recent interest received from third parties to acquire Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. After discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue discussions with potentially interested third parties to determine if any opportunities existed to increase stockholder value and to keep the Steering Committee apprised concerning such discussions. The Steering Committee also directed Boingo’s legal advisors to prepare an updated auction draft form of merger agreement for use by Boingo in the event that any interested third party was to submit an acquisition proposal that Boingo wished to engage further on.

On November 4, 2019, TAP Advisors met via telephonic conference with Company A to discuss due diligence matters.

On November 19, 2019, representatives from a private investment firm (“Company C”) met with TAP Advisors at TAP Advisors’ offices in New York. In that meeting the representatives of Company C expressed among other things, Company C’s interest in acquiring Boingo, subject to due diligence.

On December 6, 2019, members of Boingo’s management as well as Boingo’s financial and legal advisors met with the Boingo Board to provide an updated status regarding third party interest in a strategic transaction to acquire Boingo. At this meeting the Boingo Board (i) reviewed the Company’s 2020 operating plan and preliminary form of forecasted financials and generally discussed hypothetical offer ranges that might be achieved in a strategic transaction and (ii) instructed Boingo’s management to prepare a data room to facilitate diligence for potential parties interested in a strategic transaction to acquire Boingo.

On December 12, 2019, Company B entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On December 17, 2019, a private investment firm (“Company D”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On December 18, 2019, Company A entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On December 19, 2019, members of Boingo’s management and TAP Advisors met with representatives of Company A, Company B and Company D in separate telephonic conferences to discuss due diligence matters.

On December 20, 2019, Company C entered into a non-disclosure agreement with Boingo after previously expressing interest in exploring a potential acquisition.

On December 21, 2019, TAP Advisors met via telephonic conference with Company A to discuss due diligence matters.

From December 2019 through February 2020, various other parties entered into non-disclosure agreements with Boingo after expressing interest in exploring a potential acquisition. The discussions with these other parties did not progress beyond signing a non-disclosure agreement in some instances and not even that far in others.

On January 10, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company C and Company D in separate telephonic conferences to discuss due diligence matters.

On January 16, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company C to discuss due diligence matters.

On January 21, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company C to discuss due diligence matters.

On January 21, 2020, representatives of Company B visited Boingo’s offices in Los Angeles to discuss due diligence matters with members of Boingo’s management and TAP Advisors.

On January 23 and 24, 2020, representatives of Company A visited Boingo’s offices in Los Angeles to engage in due diligence discussions with its legal, accounting and financial advisors.

On January 27, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company D via telephonic conference to discuss due diligence matters.

On January 29, 2020, Company A submitted a non-binding indication of interest to acquire Boingo at the range of $18.00 to $19.00 per share. On January 30, 2020, Company B conveyed an oral indication of interest to acquire Boingo at a range of $15.00 or $16.00 per share.

On January 31, 2020, the Steering Committee met via telephonic conference with members of Boingo’s management as well as Boingo’s financial and legal advisors to discuss status of the strategic process concerning a potential third party acquisition of Boingo. The Steering Committee discussed potential advantages of engaging with Company A, including the fact that Company A had already done extensive research on Boingo and that Company A seemed to be genuinely interested and willing to engage with Boingo. However, the Steering Committee expressed a desire to increase Company A’s offer to $20.00 per share if possible. Further, Company A had requested exclusivity, but the Steering Committee was not comfortable providing exclusivity at this time. After discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue the negotiations with Company A but also to expand their efforts to reach out to potentially interested third parties to determine if any opportunities existed to increase stockholder value above Company A’s proposed offer. The Steering Committee also discussed business developments and Boingo’s Chief Executive Officer provided an update on the business. TAP Advisors also presented an overview of Boingo’s financial projections prepared by Boingo management, including key assumptions and metrics, in connection with potential outside bids to acquire Boingo.

In accordance with the Steering Committee’s instructions, TAP Advisors expanded its approach to additional third parties to determine their potential interest in a strategic transaction to acquire the Company.

On February 4, 2020, the Steering Committee met via telephonic conference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. The group also discussed additional potential bidders and potential next steps with Company A to drive toward executing a definitive agreement.

On February 10, 2020, a private investment firm (“Company E”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On February 10 and 11, 2020 members of Boingo’s management and TAP Advisors met with representatives of Company A along with their legal, accounting and financial advisors to conduct due diligence meetings at Company A’s offices in Los Angeles.

On February 11, 2020, Boingo received a markup of the auction draft form of merger agreement from Company A, which it began to review in consultation with its legal and financial advisors. Thereafter, Boingo’s legal advisors began negotiations with Company A’s legal advisors regarding the terms and conditions of the proposed merger agreement.

On February 11, 2020, the Steering Committee met via telephonic conference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business.

On February 11, 2020, a private investment firm (“Company F”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On February 13, 2020, TAP Advisors met via telephonic conference with Company F to discuss due diligence matters.

On February 13, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company A to discuss due diligence matters.

On February 14, 2020, TAP Advisors met with representatives of Company E and Company F in separate telephonic conferences to discuss due diligence matters.

On February 18, 2020, Company C submitted a written non-binding indication of interest to acquire Boingo in the range of $15.75 to $16.00 per share.

On February 18, 2020, the Steering Committee met via telephonic conference with members of Boingo’s management as well as Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business.

On February 18, 2020, Digital Colony entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On February 18, 2020, a private investment firm (“Company G”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition and met via telephonic conference with Boingo’s Chief Financial Officer regarding certain due diligence matters. Separately, TAP Advisors had a telephone call with representatives of Company G to discuss due diligence matters.

On February 18, 2020, a publicly-traded company (“Company H”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On February 18, 2020, members of Boingo’s management, TAP Advisors, and Boingo’s legal advisors met via telephonic conference with representatives of Company A to discuss due diligence matters.

On February 19, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company A to discuss due diligence matters.

On February 20, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company A to discuss due diligence matters.

On February 20, 2020, TAP Advisors met with representatives of Company C via telephonic conference to discuss due diligence matters.

On February 21, 2020, representatives from Company F had a telephone call with Boingo’s Chief Executive Officer regarding due diligence matters.

On February 21, 2020, TAP Advisors met with representatives of Company E and Company H in separate telephonic conferences to discuss due diligence matters.

In late February 2020, general market volatility began to appear due to fears regarding the coronavirus, leading to a 3.6% drop in the Dow Jones Industrial Average on February 24, 2020.

On February 24, 2020, an article appeared in Bloomberg indicating that Boingo was exploring a sale after having received takeover interest.

On February 24, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company F to discuss due diligence matters.

On February 25, 2020, representatives of Company F visited Boingo’s offices in Los Angeles to discuss due diligence matters.

On February 25, 2020, Company E submitted a written non-binding indication of interest to acquire Boingo at $19.50 per share. Company E’s representatives also reached out to TAP Advisors to conduct further diligence on Boingo.

On February 25, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company A to discuss due diligence matters.

On February 26, 2020, members of Boingo’s management and TAP Advisors met at Boingo’s offices in Los Angeles with representatives of Company C to discuss due diligence matters. Separately, Boingo’s legal advisors met via telephonic conference with Company C’s legal advisors.

On February 26, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company A to discuss due diligence matters.

On February 26, 2020, the Steering Committee met in person with certain other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo, in particular the current status of negotiations with Company D and Company E. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. It was determined at this meeting that because Mr. Chesnutt had a relationship with Company E it was appropriate for him to suspend his membership on the Steering Committee while Company E remained a competitive bidder. It was also discussed whether a merger agreement could be potentially signed with Company A in the coming days. Finally, the recent Bloomberg article was discussed and it was agreed that in light of the contents of the article the full Boingo Board should consider whether to acknowledge publicly that Boingo had received offers from third parties interested in a strategic transaction to acquire the Company and whether to suspend forward-looking financial guidance. After discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue the negotiations with Company A as well as to continue to reach out to other potentially interested third parties to determine if any opportunities existed to increase stockholder value.

On February 27, 2020, Company A informed Boingo that it was going to delay signing any merger agreement, citing market volatility from fears of the COVID-19 pandemic. On the same day, the Boingo Board met in a regularly scheduled meeting. The Boingo Board discussed the status of the strategic process concerning a potential third party acquisition of Boingo and the Bloomberg article. Following discussion, the Boingo Board determined to (i) publicly disclose that Boingo had received multiple inquiries regarding a potential strategic transaction, (ii) publicly disclose that the Boingo Board has engaged advisors to assess these opportunities, and (iii) suspend forward-looking financial guidance until further notice.

On February 28, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company E to discuss due diligence matters.

On February 28, 2020, Boingo received a markup of the auction draft form of merger agreement from Company E, which Boingo began to review in consultation with its legal and financial advisors. Thereafter, Boingo’s legal advisors began negotiations with Company E’s legal advisors regarding the terms and conditions of the proposed merger agreement.

On March 1, 2020, Digital Colony submitted a written non-binding indication of interest to acquire Boingo in the range of $17.00 to $18.50 per share.

On March 2, 2020, Boingo reported its fourth quarter 2019 and full year 2019 financial results and announced that it had engaged financial advisors to advise regarding a potential sale of the company. It also released a press release that (i) publicly disclosed that Boingo had received multiple inquiries regarding a potential strategic transaction, (ii) publicly disclosed that the Boingo Board has engaged advisors to assess these opportunities, and (iii) stated that Boingo was suspending forward-looking financial guidance until further notice.

On March 3, 2020, representatives of Company E met with members of Boingo’s management and TAP Advisors in Los Angeles to discuss due diligence matters.

On March 3, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss recent events and potential timing.

On March 3, 2020, the Steering Committee met via telephonic conference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. Attendees of the meeting understood the delay in signing a definitive agreement with Company A to be connected to market volatility concerns regarding the COVID-19 pandemic and the Steering Committee was hopeful that a definitive agreement could still be signed in the coming days.

On March 4, 2020, a publicly-traded company (“Company I”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition and TAP Advisors met via telephonic conference with representatives of Company I to discuss due diligence matters.

On March 5, 2020, Company E indicated that they no longer wished to pursue a potential business combination.

On March 5, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On March 9, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company A to discuss due diligence matters, recent events and timing to move forward.

On March 9, 2020, the Steering Committee met via telephonic conference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. The attendees also discussed next steps to try to execute a definitive agreement with Company A as well as the potential impact of the COVID-19 pandemic on the bidding process. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. Additionally, in connection with Company E no longer wishing to pursue a potential business combination, Mr. Chesnutt rejoined the Steering Committee. After discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue negotiations with Company A but to also continue to reach out to potentially interested third parties to determine if any opportunities existed to increase stockholder value.

On March 9, 2020, a private investment firm (“Company J”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 9, 2020, a private investment firm (“Company K”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 11, 2020, a private investment firm (“Company L”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 16, 2020, a private investment firm (“Company M”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 16, 2020, a private investment firm (“Company N”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 16, 2020, a private investment firm (“Company O”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 16, 2020, a publicly-traded company (“Company P”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 16, 2020 members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company C where they expressed their intent to further progress discussions and requested access to additional due diligence materials.

On March 17, 2020, TAP Advisors met via telephonic conference with representatives of Company M to discuss due diligence matters.

On March 18, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Digital Colony to discuss due diligence matters.

On March 18, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On March 19, 2020, the Steering Committee met via telephonic conference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. The attendees discussed possible worst-case scenarios regarding the ongoing COVID-19 pandemic, potential mitigation paths, and the impact on any potential business combinations. After discussion, the Steering Committee instructed TAP Advisors to send a process letter to potential strategic partners. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business.

On March 20, 2020, Company A indicated they wished to put a 30-day pause on further negotiations of a definitive agreement due to concerns over market volatility.

On March 20, 2020, TAP Advisors met via telephonic conference with representatives of Company G to discuss due diligence matters.

On March 24, 2020, TAP Advisors met via telephonic conference with representatives of Company K to discuss due diligence matters.

On March 25, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Digital Colony to discuss due diligence matters.

On March 27, 2020, TAP Advisors met via telephonic conference with representatives of Company N to discuss due diligence matters.

On March 30, 2020, at the direction of the Steering Committee, TAP Advisors sent a process letter which asked for submissions of indications of interest or updated indications of interest by April 15, 2020, to Company G, Company I, Company J, Company K, Company L, Company M, Company N, Company O, and Company P.

On March 30, 2020, a private investment firm (“Company Q”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On April 2, 2020, the Steering Committee met via videoconference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. The attendees discussed the potential effect that overall market volatility could have on actual and potential third party interest in an acquisition of Boingo and the price at which any such third party might be willing to offer. Boingo’s Chief Executive Officer also provided an update regarding Boingo’s business.

On April 2, 2020, TAP Advisors met via telephonic conference with representatives of Company M to discuss due diligence matters.

On April 3, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company C to discuss due diligence matters.

On April 3, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On April 3, 2020, TAP Advisors met via telephonic conference with representatives of Company F to discuss due diligence matters.

On April 6, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company B to discuss due diligence matters.

On April 6, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On April 7, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On April 7, 2020, TAP Advisors met with representatives of Company I, Company L, Company N, and Company O in separate telephonic conferences to discuss due diligence matters.

On April 8, 2020, a private investment firm (“Company R”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On April 9, 2020, TAP Advisors met with representatives of Company C and Company V (as defined below) in separate telephonic conferences to discuss due diligence matters.

On April 10, 2020, TAP Advisors met via telephonic conference with representatives of Company R to discuss due diligence matters.

On April 14, 2020, the Steering Committee met via telephonic conference with members of Boingo’s management as well as Boingo’s financial and legal advisors and the other members of the Boingo Board to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business.

On April 15, 2020, a private investment firm (“Company S”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On April 16, 2020, a private investment firm (“Company T”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition together with Company N.

On April 16, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company A via telephonic conference to discuss due diligence matters.

On April 17, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company A and Company D in separate telephonic conferences to discuss due diligence matters.

On April 17, 2020, TAP Advisors met via telephonic conference with representatives of Company O to discuss due diligence matters.

On April 20, 2020, TAP Advisors met via telephonic conference with representatives of Company O to discuss due diligence matters.

On April 22, 2020, TAP Advisors met with representatives of Company O and Company R in separate telephonic conferences to discuss due diligence matters.

On April 23, 2020, TAP Advisors met via telephonic conference with representatives of Company T to discuss due diligence matters.

On April 24, 2020, TAP Advisors met via telephonic conference with representatives of Company S to discuss due diligence matters.

On April 27, 2020 members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company I to discuss due diligence matters.

On April 27, 2020, a private investment firm (“Company U”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On April 28, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company Q to discuss due diligence matters.

On April 28, 2020, TAP Advisors met via telephonic conference with representatives of Company S to discuss due diligence matters.

On April 29, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On April 30, 2020, the Boingo Board met in a regularly scheduled meeting via videoconference. The Boingo Board in consultation with its financial and legal advisors discussed the impact of the ongoing COVID-19 pandemic on Boingo’s business as well as whether to continue to pursue a potential business combination. After a discussion, the Boingo Board instructed TAP Advisors and Boingo’s management to continue conversations with potential strategic partners to determine if any opportunities existed to increase stockholder value.

On May 1, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On May 1, 2020, TAP Advisors met with representatives of Company B and Company U in separate telephonic conferences to discuss due diligence matters.

On May 1, 2020, Company N indicated that it was withdrawing from the process since its valuation did not represent a meaningful premium to where Boingo’s stock price was trading. Boingo’s share price closed at $13.52 on May 1, 2020.

On May 19, 2020, Company A indicated it was withdrawing their bid due to financing and market volatility concerns from the COVID-19 pandemic.

On May 20, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Company C to discuss due diligence matters.

On May 20, 2020, the Steering Committee met via videoconference with members of Boingo’s management as well as Boingo’s financial and legal advisors and the other members of the Boingo Board. Those attending discussed the withdrawal of Company A’s indication of interest as well as the outstanding indications of interest from Digital Colony and Company C. The impact of the COVID-19 pandemic on any potential business combination was discussed at length in the context of (i) how to maximize stockholder value given the general downtown of the world economy and (ii) the advisability of engaging in any business combination given COVID-19’s impact on Boingo’s perceived value. Possible mitigation efforts for the potential failure to close any business combination were also discussed. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. After discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue discussions with potentially interested third parties to determine if any opportunities existed to increase stockholder value.

On May 22, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company C to discuss due diligence matters.

On May 28, 2020, members of Boingo’s management and TAP Advisors and representatives of Company C met via videoconference to discuss certain due diligence matters.

From June 1 to June 5, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company C via various videoconferences and telephonic conferences to discuss due diligence matters.

On June 3, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company B to discuss certain due diligence matters.

On June 5, June 24, and July 2, 2020, the Steering Committee met via videoconference with members of Boingo’s management and Boingo’s financial and legal advisors to discuss the current status of the process with Digital Colony and Company C as well as the overall status of the strategic process concerning a potential third party acquisition of Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business at each of these meetings. During the July 2, 2020 meeting, the Steering Committee determined to continue with the process of seeking a potential business combination with Digital Colony, Company C or another third party.

On June 8, 10 and 12, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company C via various videoconferences and telephonic conferences to discuss due diligence matters.

On June 11, 2020, TAP Advisors met via telephonic conference with representatives of Company C to discuss due diligence matters.

On June 12, 2020, Boingo received a markup of the representations and warranties section of the auction draft form of merger agreement from Company C which it began to review in consultation with its legal and financial advisors. Thereafter, Boingo’s legal advisors began negotiations with Company C’s legal advisors regarding such provisions of the proposed merger agreement.

From June 15 to June 17, 2020, members of Boingo’s management, TAP Advisors, and Boingo’s legal advisors met with representatives of Company C via various videoconferences to discuss due diligence matters.

On June 19, 2020, Boingo received a markup of the full auction draft form of merger agreement from Company C which it began to review in consultation with its legal and financial advisors.

On June 22, 2020, members of Boingo’s management met with representatives of Company C via video conference to discuss due diligence matters.

On June 23, 2020, members of Boingo’s management met with representatives of Company C via videoconference to discuss due diligence matters.

On June 25, 2020, Boingo’s legal advisors provided a revised draft of the merger agreement to Company C’s legal advisors.

On July 1, 2020, Company C informed Boingo’s management that it was withdrawing from the bidding process.

On July 2, 2020, at the direction of the Steering Committee, members of Boingo’s management reached out to the representatives from Company A to determine if they might be interested in re-engaging in the process. However, representatives of Company A declined to do so.

On July 2, 2020, TAP Advisors had a telephonic conference with Digital Colony to discuss due diligence matters.

On July 3, 2020, Digital Colony indicated to TAP Advisors that they may request to partner with a public company (“Company V”) in order to make a joint offer for Boingo. Based on this communication, TAP Advisors reached out to Company V to discuss their interest in a joint offer for Boingo.

On July 10, 13, 14 and 17, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company H via various videoconferences to discuss due diligence matters.

On July 21, 2020, TAP Advisors met with representatives of Company V via telephonic conference to discuss due diligence matters.

By the Summer of 2020, TAP Advisors had reached out to more than 35 third parties regarding their interest in a strategic transaction to acquire Boingo. However, no oral or written indications of interest were received by Boingo other than those discussed above from Company A, Company, B, Company C, Company E and Digital Colony.

On July 25, 2020, Company V entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition together with Digital Colony.

On July 29, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Digital Colony and Company V to discuss due diligence matters as well as the potential joint offer by Digital Colony and Company V.

On July 30, 2020, the Boingo Board met in a regularly scheduled meeting via videoconference. Various corporate matters including potential COVID-19 mitigation were discussed and TAP Advisors provided an update on the process regarding a potential sale of Boingo. Additionally, the Boingo Board, in consultation with its legal advisors, discussed adopting a stockholder rights plan. However, after much consideration, the Boingo Board decided that adopting such a plan was not yet appropriate, but reserved the right to adopt such a plan in the future if Boingo’s stock price decreased to a level where it might result in a takeover bid that did not properly value Boingo and provide fair value to its stockholders.

On August 6, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Digital Colony and Company V to discuss due diligence matters as well as the potential joint offer by Digital Colony and Company V.

On September 10, 2020, the Steering Committee met via videoconference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors. The attendees discussed Digital Colony’s outstanding bid as well as the discussions that had taken place between Company H and Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. After discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue the conversation with potentially interested third parties to determine if any opportunities existed to increase stockholder value.

On September 14, 2020, TAP Advisors met via telephonic conference with representatives of a private investment firm (“Company W”) to discuss due diligence matters.

On October 2, 2020, TAP Advisors had a telephone call with representatives of Company H to discuss possibly re-engaging in the process. Company H indicated it may be interested with more time to consider any possible strategic combinations (either individually or jointly with another potential buyer) but it would not be able to engage before late 2020 or early 2021.

On October 14, 2020, members of Boingo’s management met with Digital Colony’s Chief Executive Officer to discuss Digital Colony’s interest in acquiring Boingo.

On October 16, 2020, Company W entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On October 24, 2020, Digital Colony submitted a non-binding written indication of interest to acquire all of the outstanding equity interests in Boingo in an all-cash transaction at a price per share of $12.00 contingent upon Boingo signing an exclusivity agreement with Digital Colony for a period of thirty (30) days.

On October 26, 2020, the Steering Committee met via videoconference with members of Boingo’s management as well as Boingo’s financial and legal advisors to discuss Digital Colony’s indication of interest and in particular the decrease in price from their previous offer. Boingo’s Chief Executive Officer also provided an update regarding Boingo’s business. The Steering Committee noted that such a decrease from Digital Colony was not unexpected. The members of the Steering Committee decided to continue discussions with Digital Colony and that further discussions with other third parties were still warranted to assess the overall interest in Boingo in the marketplace. Further, the Steering Committee determined that having a go-shop provision in any definitive agreement would be advisable to maximize stockholder value in any potential acquisition.

On October 28, 2020, the Steering Committee had a follow-up meeting via telephonic conference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the recently received indication of interest from Digital Colony. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. The Steering Committee and Boingo’s management agreed that $12.00 per share was too low of a price but agreed to continue discussions with Digital Colony to determine if it would be willing to increase its indication of interest to at least $14.00 per share. The Steering Committee also instructed TAP Advisors and Boingo’s management to continue to reach out to third parties that might be interested in exploring a strategic transaction that would increase stockholder value.

On November 4, 2020, members of Boingo’s management met with representatives of Company A via telephonic conference to discuss the process.

On November 5, 2020, the Boingo Board met in a regularly scheduled meeting via videoconference. Various corporate matters were discussed and TAP Advisors joined to provide an update on recent activities regarding the strategic process concerning a potential third party acquisition of Boingo.

On November 17, 2020, TAP Advisors met via videoconference with Digital Colony and indicated they would be willing to expand access to Boingo’s data room if Digital Colony was willing to increase their indication of interest to $14.00 per share.

On November 19, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Digital Colony to discuss due diligence matters.

On November 22, 2020, representatives of a private strategic firm (“Company X”) reached out to Boingo’s Chief Executive Officer to express interest in a potential acquisition of Boingo, subject to due diligence.

On November 23, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Company C to discuss due diligence matters.

On November 24, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Company J to discuss due diligence matters.

On November 27, 2020, Digital Colony submitted a written indication of interest to acquire all of the outstanding equity interests in Boingo in an all-cash transaction at an increased price per share of $14.00 contingent upon Boingo signing an exclusivity agreement with Digital Colony for a period of thirty (30) days.

Between November 29, 2020 and December 1, 2020, Boingo’s management, in various telephonic conferences with members of the Steering Committee and the Boingo Board, as well as TAP Advisors, discussed Digital Colony’s indication of interest. These discussions included potential counteroffers to Digital Colony for $16.00 in exchange for exclusivity. During these conferences, members of the Steering Committee and the Boingo Board expressed agreement to propose a counteroffer of $16.00 to Digital Colony in exchange for exclusivity.

On November 30, 2020, TAP Advisors met via videoconference with Digital Colony to discuss their indication of interest.

On December 1 and 4, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Digital Colony to discuss due diligence matters.

On December 2, 2020, TAP Advisors had a videoconference with Digital Colony to discuss their indication of interest and request for exclusivity. TAP Advisors indicated to Digital Colony that Boingo was willing to grant exclusivity if they increased their indication of interest to $16.00 per share.

On December 4, 2020, TAP Advisors reached out to representatives of a Company W to see if it might be interested in re-engaging in the process. Representatives of Company W indicated they would discuss internally and revert.

On December 7, 2020, members of Boingo’s management met via videoconference with representatives of Company W to discuss due diligence matters.

On December 7, 2020, TAP Advisors met via telephonic conference with representatives of Company X to discuss due diligence matters.

On December 7, 2020, TAP Advisors reached out to Company A to see if it was interested in re-engaging in the bidding process and Company A declined.

On December 7, 2020, the Steering Committee met via videoconference the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. The attendees discussed the recent communications between Boingo’s management and TAP Advisors with Digital Colony, Company A, Company C, Company H, Company J and Company X. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. Following this discussion, the Steering Committee instructed Boingo’s management and TAP Advisors to try to get Digital Colony to increase its indication of interest to $16.00 per share and to continue to engage with other possible buyers that could potentially increase stockholder value.

On December 8, 2020, TAP Advisors had a telephone call with representatives of Company H, where they indicated they were no longer interested in pursuing an acquisition of Boingo.

On December 8, 2020, the Boingo Board met in a regularly scheduled meeting via videoconference. The Boingo Board discussed various corporate matters, including (i) the status of the strategic process concerning a potential third party acquisition (ii) the possibility of Digital Colony increasing its indication of interest to $16.00 per share, and (iii) exploring the potential divestiture of its Multifamily business to concentrate on its core business, independent of the strategic process concerning a potential third party acquisition of Boingo’s entire business, and instructed TAP Advisors and Boingo’s management to reach out to potentially interested third parties.

On December 15, 2020, Company X entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On December 15, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Company X to discuss due diligence matters.

On December 16, 2020, members of Boingo’s management and TAP Advisors met via videoconference with Company C to discuss certain due diligence matters.

On December 17, 21 and 28, 2020, TAP Advisors met with representatives of Company J via various videoconferences to discuss due diligence matters.

On December 22, 2020, TAP Advisors again advised Digital Colony that it should increase its indication of interest to $16.00 per share if it wished to be granted exclusivity. Digital Colony declined to do so.

On December 22, 2020, TAP Advisors met via telephonic conference with representatives of Company I to discuss their interest in acquiring Boingo’s Carrier Services business in partnership with Company J (who would acquire the remainder of Boingo’s assets other than the Carrier Services business).

On December 23, 2020, TAP Advisors met via videoconference with representatives of Company C to discuss certain due diligence matters.

On January 4, 2021, TAP Advisors received indication from Company J that it was interested in exploring a joint transaction together with Company I and provided an oral indication of interest at a price per share of $16.00.

On January 6, 2021, TAP Advisors met via videoconference with representatives of Company W to discuss due diligence matters.

On January 7, 2021, the Steering Committee met via videoconference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the strategic process concerning a potential third party acquisition. The Steering Committee discussed the recent communications with Digital Colony, Company C, Company J, and Company W. In particular, it was noted that Company J indicated that it may be willing to provide an indication of interest at a hypothetical $16.00 per share through a joint bid with Company I, whereby Company I would acquire Boingo’s Carrier Services business and Company J would acquire everything else. A TAP Advisors representative indicated that TAP Advisors was hoping to hear more details on this proposal by mid-January. Following discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue these discussions with the aforementioned parties, and to also continue reaching out to potentially interested third parties to determine if any other opportunities existed to increase stockholder value.

On January 15, 2021, TAP Advisors received a revised oral indication from Company J indicating that, as a result of further diligence together with Company I, it wished to lower its previous hypothetical joint bid from $16.00 to $14.00 per share and was not willing to submit a formal letter at this time.

On January 21, 2021, Digital Colony sent an email indicating it was still interested in acquiring Boingo for $14.00 per share.

On January 21, 2021, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Company J to discuss due diligence matters.

On January 22, 2021, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Digital Colony to discuss Digital Colony’s non-binding indication of interest.

On January 25, 2021, Digital Colony submitted a written non-binding indication of interest to acquire all of the outstanding equity interests in Boingo in an all-cash transaction at a price per share of $14.00 contingent upon Boingo signing an exclusivity agreement with Digital Colony for a period of thirty (30) days (with a carve out to allow for negotiation of a potential divestiture of Boingo’s Multifamily business), subject to possible extensions by the parties.

On January 27, 2021, the Steering Committee met via videoconference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the updated indication of interest from Digital Colony (including the accompanying exclusivity agreement) as well as the recent discussions with Company I and Company J, including the complexity of the transaction structure proposed by Company I and Company J. After a lengthy discussion, including discussions regarding Boingo’s 2021 operating plan and the impact on Boingo’s stock price if a strategic transaction could not be achieved, the Steering Committee (in consultation with other members of the Boingo Board attending the meeting) passed a resolution approving Boingo’s entry into the exclusivity agreement with Digital Colony. Boingo management’s 2021 operating plan became the basis for projections provided to Digital Colony, as well as for the Fairness Financials (as defined below). The Steering Committee then instructed Boingo’s legal advisors, following the execution of the exclusivity agreement, to provide a copy of Boingo’s auction draft form of merger agreement to Digital Colony’s legal advisors and to commence negotiations regarding a proposed merger agreement. Thereafter, Boingo’s legal advisors began negotiations with Digital Colony’s legal advisors regarding the terms and conditions of the proposed merger agreement which would eventually become the Merger Agreement.

On January 29, 2021, Boingo received a written non-binding indication of interest from Company J to buy Boingo’s military-related line of business and Multifamily business, for an aggregate of $266 million.

On January 29, 2021, Boingo and Digital Colony executed the exclusivity agreement until February 24, 2021.

From January 30 through February 26, 2021, members of Boingo’s management and TAP Advisors met regularly via videoconference with representatives of Digital Colony to discuss due diligence matters.

On February 1, 2021, Boingo’s management and TAP Advisors met via videoconference to review Boingo management's preliminary updated financial projections.

On February 4, 2021, Digital Colony provided to Boingo a markup of the auction draft form of merger agreement for the proposed transaction, which Boingo began to review in consultation with its legal and financial advisors.

On February 4, 2021, the Steering Committee met via videoconference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the current status of the proposed transaction with Digital Colony. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. The Steering Committee also discussed the offer made by Company J to buy Boingo’s military-related line of business and Multifamily business and decided to not pursue such transaction because the low price offered was not an attractive alternative to the whole company transaction proposed by Digital Colony.

On February 8, 2021, Boingo’s management and TAP Advisors met via videoconference to review Boingo management's updated financial projections. These projections were subsequently shared with Digital Colony served as the basis for the Fairness Financials (as defined below).

On February 10, 2021, Boingo’s legal advisors provided an updated draft of the proposed merger agreement to Digital Colony’s legal advisors.

On February 10, 2021, the Steering Committee met via videoconference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the current status of the proposed transaction with Digital Colony. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. The timing and process to complete the transaction were discussed as well as the open legal issues in the proposed merger agreement as identified by Boingo’s financial and legal advisors. The Steering Committee also discussed potentially selling Boingo’s Multifamily business for less than $35 million.

On February 17, 2021, the Steering Committee met via videoconference with members of Boingo’s management as well as Boingo’s financial and legal advisors and the other members of the Boingo Board to discuss the current status of the proposed transaction with Digital Colony. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. Digital Colony’s current diligence efforts were discussed as well as the current status of the proposed merger agreement.

On February 18, 2021, the Steering Committee met via videoconference with members of Boingo’s management as well as Boingo’s financial and legal advisors and the other members of the Boingo Board to discuss the current status of the proposed transaction with Digital Colony including open legal points in the proposed merger agreement. The Steering Committee also discussed Digital Colony’s request to talk to some of Boingo’s customers prior to signing. The Steering Committee determined to approve Digital Colony’s request to talk to certain of Boingo’s customers as the parties go closer to signing a definitive agreement. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business.

On February 21, 2021, Digital Colony’s legal advisors provided an updated draft of the proposed merger agreement to Boingo’s legal advisors.

On February 23, 2021, Boingo’s legal advisors provided an updated draft of the proposed merger agreement to Digital Colony’s legal advisors. Additionally, Boingo’s management and legal representatives met via telephonic conference with Digital Colony and their legal advisors regarding certain legal due diligence matters.

On February 23, 2021, Boingo’s management finalized the Fairness Financials (as defined below). Boingo’s management then instructed TAP Advisors to prepare a formal financial analysis based on the Fairness Financials (as defined below) to present to the Boingo Board in connection with the delivery of their Fairness Opinion (as defined below).

On February 25, 2021, Boingo and Digital Colony extended the exclusivity period until February 26, 2021.

From February 23 until February 26, 2021 Boingo’s and Digital Colony’s legal advisors exchanged drafts of the proposed merger agreement and reached an agreement with respect to the terms of the Merger Agreement on February 26, 2021. Additionally, on February 25, 2021, Digital Colony expressed interest in retaining Boingo’s executive officers following the Merger and Boingo’s executives expressed interest in further discussion at a later date.

On February 26, 2021, the Boingo Board met in a special joint session meeting with the Steering Committee to discuss the final terms of the proposed Merger Agreement with Digital Colony. Boingo’s legal advisors led the Boingo Board and Steering Committee in a discussion of the proposed merger transaction with an affiliate of Digital Colony including an extensive discussion and presentation of (i) the Boingo Board’s fiduciary duties, (ii) the Boingo Board’s duties in the context of a merger transaction and potential judicial review of the Boingo Board’s decision-making, and (iii) the structure of the proposed transaction and the terms and conditions of the proposed merger agreement (including provisions regarding deal certainty and deal protection). TAP Advisors reviewed with the Boingo Board the Fairness Financials (as defined below) prepared and approved by Boingo’s management, including key assumptions and metrics used in the projections. TAP Advisors then reviewed with the Boingo Board TAP Advisors’ financial analysis of the consideration to be received by holders of shares of Boingo common stock pursuant to the Merger Agreement.. At the conclusion of this presentation, at the request of the Boingo Board, TAP Advisors rendered its oral opinion, which was subsequently confirmed in a written opinion dated February 26, 2021, to the Boingo Board to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by TAP Advisors as set forth in its written opinion, the Per Share Merger Consideration of $14.00 to be received by the holders of shares of Boingo common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Boingo common stock. For a detailed discussion of the opinion provided by TAP Advisors, please see “The Merger—Opinion of Boingo’s Financial Advisor” beginning on page 57 of this Proxy Statement. After extensive discussions regarding the foregoing, the Steering Committee met to discuss the terms of the Merger, the Merger Agreement, the Fairness Opinion (as defined below) and the proposed resolutions that had been presented by Boingo’s legal advisors for approval by the Boingo Board. Following such discussion, the Steering Committee unanimously recommended to the Boingo Board that the proposed resolutions be adopted and approved in all respects, including, without limitation, the adoption and approval of the Merger Agreement and the transactions contemplated thereby. The Boingo Board determined that the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement were fair to, and in the best interests of Boingo and its stockholders. Following this recommendation and after further discussion, the Boingo Board unanimously approved the proposed resolutions adopting and approving the Merger Agreement and the transactions contemplated thereby, and instructed Boingo’s management to enter into the Merger Agreement with affiliates of Digital Colony.

Following the conclusion of the special joint session meeting of the Boingo Board and Steering Committee, Boingo exchanged signature pages with Digital Colony and entered into the Merger Agreement during the evening of February 26, 2021.

On March 1, 2021, Boingo issued a press release and filed a form 8-K announcing the signing of the Merger Agreement.

Following the public announcement of the signing of the Merger Agreement, the Steering Committee instructed TAP Advisors to reach out to all parties that could potentially provide a Superior Proposal under the terms of the Merger Agreement. During this time, TAP Advisors reached out to approximately 40 parties and Boingo’s management provided expanded data room access to five parties. However, Boingo did not receive any additional indications of interest during the Go-Shop Period.

On March 15, 2021, the Steering Committee discussed non-binding letters of intent received to purchase Boingo’s Multifamily business for a purchase price of less than $35 million. After discussion, the Steering Committee directed Boingo’s management to seek a waiver from Digital Colony under the Merger Agreement to pursue potential transactions to sell the Multifamily business, noting that the transaction may close prior to the closing of the Merger. Digital Colony provided such a waiver on March 22, 2021.

On April 2, 2021 at 11:59 p.m. New York City time, the Go-Shop Period expired and the No-Shop Period commenced. Boingo did not receive any indications of interest during the Go-Shop Period, and as of the date of this Proxy Statement has not received any indications of interest during the No-Shop Period.

The Board of Directors, at a meeting held on February 26, 2021, unanimously (1) determined that the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Boingo and its stockholders; (2) adopted and declared advisable the Merger Agreement, the Merger, and the transactions contemplated by the Merger Agreement; and (3) resolved that the Merger Agreement be submitted for consideration by Boingo’s stockholders at a special meeting for stockholders.

In evaluating the Merger Agreement and the Transactions, the Boingo Board consulted with Boingo’s senior management, legal advisors at Gunderson and financial advisors at TAP Advisors and considered, analyzed and relied upon a wide and complex range of factors. Based on these consultations, considerations and analyses, and the factors and the opinion of TAP Advisors discussed below, the Boingo Board unanimously determined that entering into the Merger Agreement would yield the highest value reasonably available for Boingo’s stockholders and is fair to and in the best interests of Boingo’s stockholders.

In making its determination and recommendation of the Merger to Boingo’s stockholders, the Boingo Board considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

Boingo’s Financial Condition and Prospects. The Boingo Board considered the current and historical financial condition and results of operations of Boingo, as well as the strategic objectives and future prospects for Boingo if it were to remain an independent company. The Boingo Board reviewed Boingo’s current financial operating plan, including the risks and uncertainties associated with executing upon and achieving the plan. The Boingo Board believes, on this basis, that the Per Share Merger Consideration fairly reflects Boingo’s intrinsic value, including its potential for future growth in light of the risks and uncertainties faced by Boingo and other wireless networking infrastructure companies.

Strategic Alternatives. The Boingo Board considered current conditions and developments in the wireless networking infrastructure industry, Boingo’s competitive position in the industry and strategic alternatives available to Boingo. The Boingo Board discussed the possibility of remaining an independent company, as well as the possibility of other strategic or financial partners making an offer to acquire the company, including the range of potential benefits to Boingo stockholders of such alternatives and the timing and likelihood of achieving the goals of such alternatives.

Ability to Remain Independent. The Boingo Board considered the ability of Boingo to remain independent and the risks and costs associated with doing so, including:

Competitive Risks. The Boingo Board considered Boingo’s competitive position in the wireless networking infrastructure industry and competitive risks, including current and potential future competition from larger and better funded companies which might have competitive advantages from their broader commercial scope and economies of scale in pricing.

Market and Business Risks. The Boingo Board considered relevant market and business risks, including dependency on relationships with venue and network partners, investment from telecom customers and demand for data from end users.

Regulatory Risks. The Boingo Board considered regulatory risks facing Boingo, including the fact that the current regulatory environment for Internet communications, products and services is uncertain and subject to statutory or interpretive change and the possibility of future regulations adverse to its business partnering arrangements.

Results of Process Conducted. The Boingo Board considered the fact that Boingo had gone through previous acquisition discussions in 2016-2017 and 2020, including definitive agreement negotiations with Companies A, C, and E, that ultimately did not result in an executed definitive agreement or consummated transaction. The Boingo Board considered the fact that prior to entry into the Merger Agreement with Parent, TAP Advisors had conducted multiple targeted “market checks,” including in connection with the prior acquisition discussions, to gauge the interest of selected potential counterparties that, in the view of management and TAP Advisors, would likely have a strategic interest in Boingo and possess financial resources sufficient to consummate a potential acquisition of Boingo, and that other than Companies A, C, and E, none of the contacted potential counterparties submitted an offer to acquire Boingo. The Boingo Board considered the fact that Boingo had engaged experienced financial and legal advisors to advise the Boingo Board during the process. Based on the results of that process, the Boingo Board believed that the price offered by Parent was the highest that was reasonably attainable.

Premium to Market Price. The Per Share Merger Consideration to be paid by Parent would provide Boingo’s stockholders with the opportunity to receive a meaningful premium over the current market price of the Company Shares. The Boingo Board reviewed the current and historical market prices with respect to the Company Shares, including the fact that the Per Share Merger Consideration represents:

Opinion of TAP Advisors, Financial Advisor to Boingo. The Boingo Board considered the financial analyses reviewed and discussed with the Boingo Board by TAP Advisors at a meeting of the Boingo Board on February 26, 2021. The Boingo Board also considered the oral opinion of TAP Advisors, which TAP Advisors provided to the Boingo Board at its meeting on February 26, 2021 (which was subsequently confirmed by delivery of a written opinion dated February 26, 2021), to the effect that, as of the date of such meeting and as of the date of such written opinion, and based upon and subject to the various limitations, qualifications and assumptions underlying its analyses and opinion, that the Per Share Merger Consideration to be received by holders of Company Shares (other than Company Shares held by persons exercising statutory appraisal rights, the Company or its subsidiaries, or Parent or Merger Sub or their subsidiaries) pursuant to the Merger, was fair, from a financial point of view, to such stockholders. The full text of the written opinion of TAP Advisors, dated February 26, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken in rendering such opinion, is attached as Annex B to this Proxy Statement. Boingo stockholders are urged to carefully read the TAP Advisors’ opinion in its entirety. TAP Advisors’ opinion was provided to the Boingo Board in connection with its consideration of the Merger and was not intended to be and does not constitute a recommendation to any Boingo stockholder as to how such stockholder should vote with respect to the Merger or any other matter.

Financial Projections. The Boingo Board considered the financial projections prepared by Boingo’s senior management team, which reflected multiple potential strategic alternatives available to Boingo on a standalone basis and were not risk-adjusted for all scenarios. The Boingo Board understood that these financial projections were based on assumptions that are difficult to project and were subject to high levels of uncertainty and also significant execution risk.

Cash Consideration. The Boingo Board considered that the form of consideration to be paid to Boingo stockholders in the Offer and the Merger was all-cash and considered the certainty of value and immediate liquidity associated with such cash consideration, while eliminating the effect of long-term business and execution risk.

Likelihood of Closing. The Boingo Board concluded that the Merger would likely be consummated in an orderly manner as a result of a number of factors, including:

Speed of Closing. The Boingo Board considered the anticipated timing of the consummation of the Merger and concluded that, subject to the satisfaction or waiver of the applicable conditions set forth in the Merger Agreement, the Merger would allow Boingo stockholders to receive the consideration in a relatively short timeframe. The Boingo Board also determined that such a relatively short timeframe would be expected to reduce the uncertainty and potential disruption to Boingo’s business during the pendency of the Merger.

Merger Agreement. The Boingo Board considered the terms and conditions of the Merger Agreement, including:

Ability to Solicit Alternative Takeover Proposals. Boingo had the right pursuant to a customary 25 business day “Go-Shop” period to solicit alternative acquisition proposals from third parties and to furnish information to, and participate in discussions or negotiations with, such third parties regarding such alternative acquisition proposals.

Ability to Respond to Certain Unsolicited Takeover Proposals. While Boingo is prohibited from soliciting any acquisition proposal following expiration of the “Go-Shop” period, the Merger Agreement does permit the Boingo Board, subject to compliance with certain procedural requirements (including that the Boingo Board determine in good faith, after consultation with its financial advisor and outside legal counsel, that an unsolicited acquisition proposal constitutes, or is reasonably likely to lead to, a superior proposal), (i) to furnish information with respect to Boingo to a person making such unsolicited acquisition proposal and (ii) to participate in discussions or negotiations with the person making such unsolicited acquisition proposal.

Right to Accept Superior Proposals. In the event Boingo receives a superior proposal, the Boingo Board may withdraw or change its recommendation in favor of the Merger if the Boingo Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties to Boingo’s stockholders under applicable law. In order for the Boingo Board to withdraw its recommendation in connection with a superior proposal, the Boingo Board must first provide Parent with a right to negotiate with Boingo to adjust the terms and conditions of the Merger Agreement so that such change in recommendation is no longer necessary. If the Boingo Board terminates the Merger Agreement in order to accept a superior proposal, Boingo must concurrently pay Parent a termination fee of $13.09 million in cash if such termination occurs during the “Go-Shop” period and $19.635 million in cash if such termination occurs afterwards.

Change in Recommendation for an Intervening Event. If a specified intervening event, as defined in the Merger Agreement, occurs, the Boingo Board may withdraw or change its recommendation in favor of the Merger if the Boingo Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties to Boingo’s stockholders under applicable law. In order for the Boingo Board to withdraw or change its recommendation in connection with such an intervening event, the Boingo Board must first provide Parent with a right to negotiate with Boingo to adjust the terms and conditions of the Merger Agreement so that such change in recommendation is no longer necessary. In the event that the Boingo Board withdraws or changes its recommendation in connection with an intervening event, Parent may terminate the Merger Agreement, in which case Boingo must pay Parent a termination fee of $19.635 million in cash within two business days after such termination.

Termination Fee and Expense Reimbursement. The Boingo Board considered the fact that, in connection with the termination of the Merger Agreement under specified circumstances, including a termination by Boingo to accept and enter into a definitive agreement with respect to superior proposal, Boingo would be obligated to pay Parent a termination fee of up to $19.635 million. The Boingo Board was of the view that this termination fee was comparable to termination fees in transactions of a similar size, was reasonable in light of the bidding and negotiation process that led to the execution of the Merger Agreement, as well as of the terms of the Merger Agreement itself, and was necessary to induce Digital Colony Partners to enter into the Merger Agreement. The Boingo Board believed that the termination fee would not likely deter or preclude another party with a strategic interest in Boingo and financial resources sufficient to consummate an alternative acquisition transaction with Boingo, were one to exist, from making a competing proposal for Boingo and would likely only be required to be paid in the event that the Boingo Board entered into a transaction more financially favorable to Boingo’s stockholders than the Merger. The Boingo Board considered the fact that in the event that Boingo’s stockholders do not approve adoption of the Merger Agreement, Boingo would be obligated to reimburse Parent for up to $2.5 million of its transaction-related expenses. The Boingo Board believed that such expense reimbursement would not unduly pressure Boingo stockholders to vote in favor of adoption of the Merger Agreement.

Conditions to the Completion of the Transactions. The Boingo Board considered the limited conditions to Parent’s obligations to consummate the Merger, including the condition that there not have occurred a change or event that would constitute a material adverse effect with respect to Boingo. The Boingo Board considered the fact that specified changes or events would be excluded from the determination whether Boingo had experienced a material adverse effect, particularly any change or event resulting from the announcement, pendency and consummation of the Merger.

Regulatory Undertaking by Parent. The Boingo Board considered that the Merger is subject to a waiting period and appropriate regulatory clearance, and that Parent is obligated, subject to certain limitations, to use reasonable best efforts to obtain necessary regulatory approvals.

Financing Undertaking by Parent. The Boingo Board considered that Digital Colony Partners provided an equity commitment for the Merger and the fact that Boingo is a named third party beneficiary in the equity commitment letter. The Boingo Board also considered that Merger Sub obtained a debt commitment letter upon signing of the Merger Agreement from specified lenders with limited conditionality customary for acquisition financing commitment letters. The Boingo Board considered Parent’s commitment in the Merger Agreement to use reasonable best efforts to arrange its financing, including the commitment to seek alternative financing on terms and conditions materially less favorable than the original financing.

Specific Performance. The Boingo Board considered Boingo’s ability, under certain circumstances pursuant to the Merger Agreement, to seek specific performance to prevent breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement, including the obligations of Parent and Merger Sub to consummate the Merger.

Reverse Termination Fee. The Boingo Board considered the fact that a reverse termination fee of $32.725 million in cash is payable by Parent to Boingo in the event that Parent is unable to consummate the Merger following satisfaction or waiver of the conditions set forth in the Merger Agreement and that such payment obligation is supported by a Limited Guaranty from Digital Colony Partners (as described in the below section captioned “The Merger—Financing of the Merger”).

Appraisal Rights. The Boingo Board considered the fact that Boingo’s stockholders who do not vote in favor of adoption of the Merger Agreement and who properly exercise their appraisal rights under Delaware law will be entitled to such appraisal rights in connection with the Merger.

The Boingo Board also considered a variety of risks and other potentially negative factors relating to the Offer and the Merger in making its determination and reaching its recommendation, including the following (which factors are not necessarily presented in order of relative importance):

No Stockholder Participation in Future Growth or Earnings. The Boingo Board considered the fact that the nature of the Merger as an all-cash transaction means that Boingo stockholders would no longer be able to participate in any future earnings or growth of Boingo or benefit from any appreciation in the value of Boingo following the consummation of the Merger, which earnings or growth could have resulted, if Boingo had remained independent, in future prices for the Company Shares in excess of the Per Share Merger Consideration.

Risk of Non-Consummation. The Boingo Board considered the fact that, while Boingo expects that the Merger will be consummated, there can be no assurance that the conditions to the Merger will be satisfied, and that, as a result, the Merger may not be consummated. The Boingo Board considered the potential risks associated with a failure of the Merger to be consummated, including (i) the extensive time and effort expended by Boingo’s directors, senior management and other employees during the pendency of the proposed Merger, (ii) the significant transaction-related costs and opportunity costs incurred by Boingo, (iii) the trading price for the Company Shares could be negatively impacted, (iv) Boingo’s business could be disrupted and negatively impacted, including loss of business partners and employees, and (v) the market’s perceptions of Boingo’s prospects could be adversely affected. The Boingo Board considered the risk that the Merger might not be consummated due to unavailability of debt financing and that the reverse termination fee payable by Parent might not be adequate compensation for such adverse consequences.

Restrictions on Conduct of Business. The Boingo Board considered the limitations on Boingo’s pursuit of business opportunities during the pendency of the Merger due to certain covenants contained in the Merger Agreement requiring Boingo to operate its business in the ordinary course of business consistent with past practice and, subject to specified exceptions, to comply with certain other operating restrictions. Such restrictions could delay or prevent Boingo from pursuing business opportunities that may arise during the pendency of the proposed Merger and/or have a significant adverse effect on Boingo’s ability to respond to changing market and business conditions, in a timely manner, or at all.

Impact of Announcement on Boingo. The Boingo Board considered the impact on Boingo’s business of the public announcement of the proposed Merger, including the potentially negative effects that such announcement may have on Boingo’s business relationships and its ability to attract and retain key management, technical and other personnel while the Merger is pending.

Inability to Solicit Other Takeover Proposals. The Boingo Board considered the covenant in the Merger Agreement prohibiting Boingo from soliciting other potential acquisition proposals following the expiration of the “Go-Shop” period, and restricting its ability to entertain other potential acquisition proposals unless certain conditions are satisfied.

Termination Fee and Expense Reimbursement. The Boingo Board considered the possibility that the $13.09 million termination fee payable during the “Go-Shop” period and the $19.635 million termination fee payable thereafter could potentially dissuade a potential acquirer from proposing an alternative acquisition transaction that could be of greater value to Boingo stockholders than the Merger. The Boingo Board considered the possibility that the obligation to reimburse Parent for up to $2.5 million of its transaction-related expenses in the event that Boingo’s stockholders do not approve adoption of the Merger Agreement could potentially exert pressure on such stockholders to vote in favor of approval.

Financing Risk. The Boingo Board considered the fact that Parent requires substantial third party debt financing for the transaction and that in the event that the lenders do not provide the debt financing under the debt commitment letter, Boingo will not be able to specifically enforce Parent’s obligations to consummate the transaction (and would instead in certain circumstances be entitled to payment of the reverse termination fee as provided under the Merger Agreement).

Interests of the Board. The Boingo Board considered the fact that Boingo’s directors and officers may have financial interests in the transactions contemplated by the Merger Agreement, including the Merger, that may be different from or in addition to those of Boingo’s other stockholders, and the risk that these interests might influence their decision with respect to the transactions contemplated by the Merger Agreement.

Tax Treatment. The Boingo Board considered the fact that the cash consideration to be received by Boingo stockholders in the Offer and Merger would be taxable to U.S. Holders (as defined under the caption “The Merger – U.S. Federal Income Tax Consequences of the Merger”). However, the Boingo Board noted that the all-cash nature of the consideration payable in the Transactions would provide such Boingo stockholders with adequate cash for the payment of any taxes due.

The foregoing discussion of the Boingo Board’s reasons for its recommendation that Boingo stockholders vote in favor of adoption of the Merger Agreement is not meant to be exhaustive, but addresses the material information and factors considered by the Boingo Board in consideration of its recommendation. In view of the wide variety of factors considered by the Boingo Board in connection with the evaluation of the Merger and the complexity of these matters, the Boingo Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, the Boingo Board did not reach any specific conclusion with respect to any of the particular factors considered. Instead, the Boingo Board conducted an overall analysis of the factors described above and made its determinations and recommendations based on the totality of the information reviewed. The judgments of individual members of the Boingo Board may have been influenced to a greater or lesser degree by different factors. The Boingo Board ultimately concluded that, in the aggregate, the potential benefits of the Merger outweighed the potential risks or negative consequences of the Merger.

For the reasons described above, the Boingo Board unanimously recommends that Boingo’s stockholders vote in favor of adoption of the Merger Agreement.

At the February 26, 2021 meeting of the Boingo Board, TAP Advisors rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion, to the Boingo Board (in its capacity as such) to the effect that, as of February 26, 2021, and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the $14.00 per share merger consideration to be paid to holders of Boingo common stock in the Merger was fair, from a financial point of view, to holders of Boingo common stock, other than holders of “excluded shares,” which TAP Advisors defined as holders of Dissenting Common Shares (as defined in the Merger Agreement), shares of Boingo common stock owned by the Company as treasury stock, and shares of Boingo common stock owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or Merger Sub as well as shares of Boingo common stock held by Digital Colony and its affiliates.

The full text of TAP Advisors’ written opinion, which sets forth the assumptions made, procedures followed, matters considered, limitations on and scope of the review by TAP Advisors in rendering TAP Advisors’ opinion, is attached as Annex B and is incorporated herein by reference. TAP Advisors’ opinion was directed only to the fairness of the Per Share Merger Consideration proposed to be paid to the holders of shares of Boingo common stock (other than holders of excluded shares) pursuant to the Merger Agreement from a financial point of view, was provided for the information of the Boingo Board in connection with their evaluation of the Merger, did not address any other aspect of the Merger and did not express any opinion or view as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Boingo or in which Boingo might engage or as to Boingo’s underlying business decision to proceed with or effect the Merger. TAP Advisors’ opinion also expressed no opinion or recommendation as to how any holder of shares of Boingo common stock should vote or act in connection with the Merger or any related matter. The summary of TAP Advisors’ opinion set forth in this Proxy Statement is qualified in its entirety by reference to the full text of such opinion. Holders of shares of Boingo common stock are urged to read TAP Advisors’ opinion carefully and in its entirety. TAP Advisors has consented to the inclusion of TAP Advisors’ opinion in this Proxy Statement.

For purposes of its analysis and opinion, TAP Advisors assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by TAP Advisors, and TAP Advisors assumed no liability therefor. TAP Advisors did not make nor assume any responsibility for making any independent valuation or appraisal of the assets or liabilities of Boingo, nor was TAP Advisors furnished with any such appraisals, nor did TAP Advisors evaluate the solvency or fair value of Boingo or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. With respect to the financial forecasts utilized in TAP Advisors’ analyses, TAP Advisors assumed, with the consent of Boingo, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of Boingo as to the future financial performance of Boingo and that such forecasts fairly and fully reflect management’s expectations with respect to developments reasonably anticipated by Boingo’s management to affect Boingo’s business. TAP Advisors assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they were based.

For purposes of its opinion TAP Advisors assumed that the final executed Merger Agreement would not differ in any material respect from the draft Merger Agreement reviewed by TAP Advisors and that the Merger would be consummated in accordance with the terms of the Merger Agreement without material modification, waiver or delay. TAP Advisors also assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger would be satisfied without material waiver or modification thereof. In addition, TAP Advisors assumed that in connection with the receipt of all the necessary approvals of the proposed merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Boingo or the Merger.

TAP Advisors’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to TAP Advisors as of, the date of its opinion and addressed only the fairness, from a financial point of view, to the holders of the shares of Company common stock (other than holders of excluded shares) of the Per Share Merger Consideration as of the date thereof. TAP Advisors was not asked to, and TAP Advisors did not, offer any opinion as to any other term of the Merger Agreement, any other document contemplated by or entered into in connection with the Merger Agreement, the form or structure of the Merger or the likely timeframe in which the Merger would be consummated. In addition, TAP Advisors expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Merger, or any class of such persons, whether relative to the Per Share Merger Consideration or otherwise. Further, TAP Advisors expressed no opinion as to the fairness of the Merger to, or any consideration received in connection with the Merger by, the holders of any other class of securities, creditors or other constituencies of Boingo. TAP Advisors did not express any opinion as to any tax or other consequences that may result from the transactions contemplated by the Merger Agreement or any other related document, nor did TAP Advisors’ opinion address any legal, tax, regulatory or accounting matters, as to which TAP Advisors understood the Company had received such advice as it deemed necessary from qualified professionals. TAP Advisors’ opinion did not address the price at which shares of Boingo common stock may trade at any time subsequent to the announcement of the Merger. TAP Advisors’ opinion did not address the underlying business decision of Boingo to enter into the Merger Agreement or the relative merits of the Mergers compared with any other strategic alternative which may be available to Boingo. It was understood that developments and information made available subsequent to the date of TAP Advisors’ opinion may affect TAP Advisors’ opinion and that TAP Advisors did not have any obligation to update, revise or reaffirm its opinion.

The following is a summary of the material financial analyses performed by TAP Advisors and presented to the Boingo Board in connection with TAP Advisors’ rendering of its opinion. Such presentation to the Boingo Board was supplemented by TAP Advisors’ oral discussion, the nature and substance of which may not be fully described herein. The following summary does not purport to be a complete description of the financial analyses performed by TAP Advisors, nor does the order of analyses described represent relative importance or weight given to those analyses by TAP Advisors. The preparation of a financial opinion or analysis is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion and analyses are not readily susceptible to summary description. TAP Advisors arrived at its opinion based on the results of all analyses undertaken and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, TAP Advisors believes that the analyses and factors summarized below must be considered as a whole and in context. TAP Advisors further believes that selecting portions of the analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses and factors, could create a misleading or incomplete view of the processes underlying TAP Advisors’ analyses and opinion. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 25, 2021, the last trading day before the signing of the Merger Agreement, and is not necessarily indicative of current market conditions. Future results may differ from those described and such differences may be material.

In arriving at its opinion, TAP Advisors based its financial analyses on various assumptions, including assumptions concerning general business, economic and capital markets conditions and industry-specific and company-specific factors, all of which are beyond the control of Boingo and TAP Advisors. TAP Advisors did not form a view or opinion as to whether any individual analysis or factor, whether positive or negative, considered in isolation, supported or failed to support its opinion. TAP Advisors considered the results of all of its financial analyses and did not attribute any particular weight to any one analysis or factor. TAP Advisors arrived at its opinion based on the results of all of its financial analyses assessed as a whole and believes that the totality of the factors considered and the various financial analyses performed by TAP Advisors in connection with its opinion operated collectively to support its determination.

The financial analyses performed by TAP Advisors, particularly those based on estimates and projections, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by these analyses. Further, none of the selected precedent merger and acquisition transactions used in the selected precedent merger and acquisition transactions analysis described below is identical or directly comparable to the Merger, and none of the selected publicly traded companies used in the selected publicly traded companies analysis described below is identical or directly comparable to Boingo. However, such transactions and companies were selected by TAP Advisors, among other reasons, because they involved target companies or represented publicly traded companies which may be considered broadly similar, for purposes of TAP Advisors’ financial analyses, to Boingo based on TAP Advisors’ familiarity with the relevant digital infrastructure and technology sectors in the geographies in which Boingo operates. Selected precedent merger and acquisition transactions analysis and selected publicly traded companies analysis involve complex considerations and judgments concerning the differences in business, financial, operating and capital markets-related characteristics and other factors regarding the selected precedent merger and acquisition transactions to which the Merger was compared and the selected publicly traded companies to which Boingo was compared.

Recent global recessionary economic conditions caused by the ongoing COVID-19 pandemic and related public health crises have increased stock price volatility and other economic factors. Precedent merger and acquisition transactions announced before the onset of such recent global economic recession conditions and the COVID-19 pandemic may be less relevant for purposes of TAP Advisors’ selected precedent merger and acquisition transactions analysis.

Recap of Financial Analyses. In evaluating Boingo in connection with rendering its opinion, TAP Advisors performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including discounted cash flow (or “DCF”) analyses, leveraged buyout (or “LBO”) analyses, selected precedent transactions analyses, and selected publicly traded companies trading multiples analyses. For the financial projections utilized in the following financial analyses, TAP Advisors used the Fairness Financials (as defined below), which were provided and approved for TAP Advisors’ use by Boingo management. Additionally, and solely for informational reference purposes, TAP Advisors reviewed Wall Street equity research analysts’ price targets for Boingo’s common stock as of November 9, 2020, prior to Boingo’s 2020 third quarter earnings announcement, and premiums paid based Boingo’s stock price one-day, 30-days and 60-days prior to November 9, 2020.

Discounted Cash Flow Analyses. TAP Advisors performed stand-alone and sum-of-the-parts discounted cash flow analyses of Boingo based on forecasted after-tax unlevered free cash flows for Boingo and an estimate of its terminal/continuing value at the end of the forecast horizon.

TAP Advisors used a discount rate range of 10.0%-12.0% for its consolidated discounted cash flow analysis, and for purposes of its sum-of-the-parts analysis a discount rate range of 9.0%-11.0% for its distributed antenna systems (“DAS”) segment, 10.5%-12.5% for its Military segment, and 12.5%-14.5% for all other segments, in each case based on its estimate of Boingo’s weighted average cost of capital (“WACC”). In estimating Boingo’s terminal/continuing value, TAP Advisors used a reference range of perpetual growth rates of Boingo’s terminal year (“TGR”) of 2.0%-3.0%.

TAP Advisors’ discounted cash flow analyses resulted in an overall reference range of (i) $9.43-$12.78 per share for purposes of evaluating Boingo’s common stock on a consolidated intrinsic-value basis and (ii) $8.11-$13.68 per share for purposes of evaluating Boingo’s common stock on a sum-of-the-parts intrinsic-value basis.

Leveraged Buyout Analysis. TAP Advisors evaluated the ranges of values at financial sponsors would be willing to place on Boingo’s operating assets in order to obtain an estimated minimum rate of return on equity of 15.0%-25.0% for the consolidated company, 14.0%-18.0% for the DAS segment, 15.0%-20.0% for the Military segment and 18.0%-25.0% for each of the Offload and Private Networks & Emerging Technologies (“PNET”) segments, in each case assuming a 2030 exit strategy, an 11.0% WACC and a 2.0%-3.0% TGR.

TAP Advisors’ leveraged buyout analyses resulted in an overall reference range of (i) $4.91-$10.04 per share on a consolidated intrinsic-value basis and (ii) $6.98-$11.51 per share on a sum-of-the-parts intrinsic-value basis.

Selected Precedent Transactions Analysis. To analyze the valuation of the Per Share Merger Consideration to be received by holders of shares of Boingo common stock relative to the consideration received by stockholders in other similar transactions, TAP Advisors prepared an analysis of selected precedent transactions. Using publicly available information, TAP Advisors reviewed transactions in the digital infrastructure and cable industries which were announced over the past ten years. TAP Advisors then used its professional judgment to select the relevant transactions, which are set forth below together with the applicable multiple of the target company’s enterprise value (EV) to its projected 2021 estimated cash earnings before interest taxes depreciation and amortization (Cash EBITDA), or where applicable, its Node Cash Flow (“NCF”, or cash site leasing revenue less site leasing cost):

Based on TAP Advisors’ professional judgment and after taking into consideration, among other things, the observed data described above, TAP Advisors selected a reference range of transaction multiples for purposes of evaluating Boingo on a consolidated and sum-of-the-parts basis based on estimated 2021 metrics as follows: (i) 15.0x-25.0x Cash EBITDA for the consolidated company and (ii) 18.0x-25.0x NCF for the DAS segment, 6.0x-10.0x Cash EBITDA for the Military segment and 4.0x-8.0x Cash EBITDA for each of the Offload and PNET segments. This resulted in an overall reference range of $3.45-$8.58 per share on a consolidated company basis and $6.64-$12.25 per share on a sum-of-the-parts basis.

Selected Publicly Traded Companies Analysis. In order to assess how the public market values shares of selected publicly traded companies that TAP Advisors deemed relevant in its professional judgment, TAP Advisors reviewed and compared selected financial information concerning Boingo with similar information using publicly available information of the following publicly traded companies, which TAP Advisors divided into the Towers, Cable, Fiber ISP, Wi-Fi ISP and Wireless categories:

TAP Advisors calculated and compared various the enterprise value of the selected companies based on closing share prices on February 25, 2021, as a multiple of estimated EBITDA for the calendar year ending December 31, 2021, as reported by Wall Street analysts obtained via Capital IQ as of February 25, 2021, in each case for each of the selected companies.

Based on its professional judgment and after taking into consideration, among other things, the observed data for the selected companies as of February 25, 2021, TAP Advisors applied a 15.0x-22.5x multiple to Boingo’s 2021 forecast Cash EBITDA, based on management’s forecasts and Wall Street analyst consensus, which implied a per share price of $3.45-$7.30 based on management forecasts and $6.91-$12.49, based on Wall Street consensus data. Applying a 6.0x-10.0x multiple of Boingo management’s 2021 forecast Military segment Cash EBITDA and a 4.0x-8.0x multiple to each of the Offload and PNET segments Cash EBITDA implied a per share price of $0.00-$2.60. TAP Advisors also applied a 15.0x-20.0x multiple to Boingo’s 2021 forecast Company Cash Flows, based on management’s forecasts and Wall Street analyst consensus, which implied a per share price of $6.66-$10.30 based on management forecasts and $0.00-$0.19, based on Wall Street consensus data. Applying a 15.0x-20.0x multiple of Boingo management’s 2021 forecast Company Cash Flows to the DAS segment, 10.0x-15.0x to the Military segment and 6.0x-10.0x multiple to each of the Offload and PNET segments implied a per share price of $7.72-$12.06.

Boingo Wall Street Equity Research Analyst Stock Price Targets. TAP Advisors reviewed selected Wall Street equity research analyst stock price targets for Boingo, as of November 10, 2020, published prior to the Company’s Q3 2020 earnings. TAP Advisors noted that such Wall Street equity research analyst stock price targets for Boingo’s common stock ranged from $15.00-$23.00 per share.

Premiums Paid in Selected Merger and Acquisition Transactions. TAP Advisors reviewed, based on publicly available information, the implied premiums paid or proposed to be paid in connection with certain selected precedent merger and acquisition transactions involving North American targets with total enterprise values between $500 million and $2 billion announced since January 1, 2016 (excluding financial services and energy companies). Focusing its analysis on those transactions falling between the 25^thand 75^th percentiles, TAP Advisors observed the premia paid in transactions falling within that range and applied the observed range to Boingo’s closing stock price of $11.53 on February 25, 2021, the last trading day prior to the date of TAP Advisors’ opinion. TAP Advisors further focused its analysis to include all transactions falling within the selected range, financial sponsor transactions falling within the selected range and real estate investment trust (REIT) transactions falling with the selected range. TAP Advisors then calculated the premia paid in the selected transactions based on the target’s stock price one-day, 30-days and 60-days prior to announcement of the transaction. Based on these results, TAP Advisors applied these ranges to Boingo’s stock price at each such period and calculated the premia ranges implied thereby as set forth above under the heading “Recap of Financial Analyses.”

Except as described in the summary above, Boingo did not provide specific instructions to, or place any limitations on, TAP Advisors with respect to the procedures to be followed or factors to be considered in performing its financial analyses or providing its opinion. The type and amount of consideration payable in the Merger were determined through negotiations between Boingo and Digital Colony and were approved by the Boingo Board. The decision to enter into the Merger Agreement was solely that of the Boingo Board. TAP Advisors’ opinion was just one of the many factors taken into consideration by the Boingo Board. Consequently, TAP Advisors’ financial analyses should not be viewed as determinative of the decision of the Boingo Board with respect to the fairness, from a financial point of view, to Boingo’s stockholders of the consideration to be received pursuant to the Merger.

TAP Advisors is continually engaged in performing financial analyses with respect to businesses in connection with mergers and acquisitions, asset sales and other transactions. Boingo selected TAP Advisors as its financial advisor in connection with the Merger because TAP Advisors and its members have substantial experience in large, complex transactions similar to the Merger. Pursuant to the terms of TAP Advisors’ engagement, Boingo has agreed to pay TAP Advisors a cash transaction fee of $16,500,000, contingent upon consummation of the Merger. In connection with TAP Advisors’ engagement, Boingo has also agreed to pay a fee of $1,000,000 that became payable upon delivery of TAP Advisors’ opinion, which will be credited against the foregoing cash transaction fee. In addition, Boingo has agreed to reimburse TAP Advisors for certain expenses and to indemnify TAP Advisors against certain liabilities arising out of its engagement.

Except in connection with the Merger, during the past two years, TAP Advisors has not provided financial advisor or investment banking services to Boingo for which it has received compensation. Further, during the past two years, TAP Advisors has not provided financial advisory or investment banking services to Digital Colony or its affiliates for which TAP Advisors received compensation. However, TAP Advisors has had recent discussions with Digital Colony in connection with a matter unrelated to the Merger that could result in TAP Advisors being engaged to provide investment banking services to Digital Colony or its affiliates, although currently no such engagement exists. In the future, TAP Advisors may seek to provide Boingo and Digital Colony and their respective affiliates with financial advisory and investment banking services unrelated to the Merger for which services TAP Advisors would expect to receive compensation.

Boingo’s senior management does not as a matter of course issue public financial projections as to future performance or earnings beyond the then current fiscal year or issue public financial projections for extended periods due to the unpredictability of the underlying assumptions and estimates. However, in connection with its strategic planning process, including without limitation its evaluation of the Merger Agreement and the transactions contemplated thereby as described in this Proxy Statement, on February 23, 2021 Boingo’s senior management prepared the Fairness Financials (as defined below) which were provided to TAP Advisors in connection with their Fairness Opinion (as defined below). Boingo approved the use of the risk-adjusted financial projections by TAP Advisors in performing its financial analyses. To give Boingo stockholders access to certain non-public information that was available to the Boingo Board at the time of the evaluation of the Merger and the Merger Agreement, Boingo’s senior management has included these projections below, subject to the following qualifications and cautionary statements.

Boingo management prepared the projections set forth below and delivered to the Boingo Board and TAP Advisors based on historical financial statements as well as a series of assumptions and estimates related to future results that it believed to be reasonable at the time, including assumptions and estimates relating to revenue growth, gross margin percentages, selling, general and administrative expenses, capital expenditures and related depreciation and amortization, and other relevant factors relating to Boingo’s long-range operating plan, as well as how certain of these assumptions and estimates may change over time. The foregoing is a summary of certain key assumptions and estimates and does not purport to be a comprehensive overview of all assumptions and estimates reflected in the financial projections prepared by Boingo’s senior management.

In particular, these financial projections, while presented with numerical specificity, necessarily were based on numerous assumptions and estimates that are inherently uncertain. Because these projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. In addition, these projections would be affected by Boingo’s ability to achieve strategic goals, objectives and targets over the applicable periods. The assumptions upon which these projections were based necessarily involve subjective judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond Boingo’s control. These projections also reflect assumptions as to certain business decisions that are subject to change. As such, there can be no assurance that these projections will be realized or that actual results will not be significantly higher or lower than those forecasted. The inclusion of these projections in this Proxy Statement should not be regarded as an indication that Boingo, the Boingo Board, TAP Advisors, any of their respective affiliates, or any other recipient of this information considered, or now considers, such projections to be a reliable prediction of future results or any actual future events, and this information should not be relied upon as such. The inclusion of these projections herein should not be deemed an admission or representation by Boingo that they are viewed by Boingo as material information of Boingo, and in fact Boingo views these projections as non-material because of the inherent risks and uncertainties associated with such long-range forecasts. No representation is made by Boingo or any other person to any Boingo stockholder regarding these projections or the ultimate performance of Boingo compared to such information.

These financial projections did not give effect to any changes or expenses as a result of the Merger Agreement, the Merger or other Transactions or any other effects of such matters. These financial projections were prepared solely for internal use and were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. generally accepted accounting principles. No independent registered public accounting firm, has examined, compiled, nor performed any procedures with respect to such financial projections.

The financial projections are not being included in this document to influence the decision of Boingo stockholder whether to vote in favor of adoption of the Merger Agreement, but rather because such projections, or portions of such projections, were provided to the Boingo Board and Boingo’s financial advisor, TAP Advisors. The information from the projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Boingo contained in Boingo’s public filings with the SEC.

All financial projections are forward-looking statements. These and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in Boingo’s Annual Report on Form 10-K for the year ended December 31, 2020, which is on file with the SEC. Please refer to discussion entitled “Forward-Looking Statements” on page 21.

As indicated above, Boingo’s future financial results may materially differ from those expressed in these financial projections due to factors that are beyond management’s ability to control or predict. Boingo cannot assure that any of these projections will be realized or that its future financial results will not materially vary from the projections. The projections do not take into account any circumstances or events occurring after the date they were prepared and have not been updated since their respective dates of preparation. They should not be utilized as public guidance and will not be provided in the ordinary course of Boingo’s business in the future.

In light of the foregoing factors and the uncertainties inherent in Boingo’s projections, Boingo stockholders are cautioned not to place undue, if any, reliance on the projections included in this Proxy Statement, including in making a decision as to whether to vote in favor of adoption of the Merger Agreement.

Boingo’s management developed the final financial projections package (collectively the “Fairness Financials”). Boingo’s management instructed TAP Advisors to use the Fairness Financials in connection with rendering its Fairness Opinion (as defined below) for presentation to the Boingo Board on February 26, 2021, as described in more detail above. The following is a summary of the Fairness Financials presented to the Boingo Board:

Based on the Company Cash Flow figures from the Fairness Financials provided to TAP Advisors by Boingo management, TAP Advisors prepared Boingo’s discounted cash flow analysis for the fiscal years ending December 31, 2021 through December 31, 2030. See “Opinion of Boingo’s Financial Advisor – Summary of Financial Analyses – Discounted Cash Flow Analyses” for more information.

BY INCLUDING IN THIS PROXY STATEMENT A SUMMARY OF BOINGO’S INTERNAL FINANCIAL PROJECTIONS, BOINGO UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by stockholders.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions, as well as those described in the footnotes to the table in the section entitled “— Golden Parachute Compensation” below were used:

As of the Record Date, there were [•] outstanding options to acquire Boingo common stock of which [•] options were “in-the-money” (that is, with an exercise price less than the Per Share Merger Consideration) and [•] options were “out-of-the-money” (that is, with an exercise price equal to or greater than the Per Share Merger Consideration). As of the Record Date, Boingo’s directors and executive officers held [•] “in-the-money” options. As of the Effective Time, each outstanding stock option whether or not vested or exercisable, will be cancelled and converted into the right to receive an amount in cash (less all applicable deductions and withholdings required by law) equal to the product of (1) the amount, if any, by which the Per Share Merger Consideration exceeds the exercise price per share of common stock underlying such option; and (2) the total number of shares of common stock subject to such option as of the Effective Time. Each outstanding option with an exercise price per share equal to or greater than the Per Share Merger Consideration will be cancelled at the Effective Time without consideration.

As of the Record Date, there were [•] outstanding restricted stock units (rights to receive Boingo shares), [•] of which were held by our directors and executive officers. As of the Effective Time, each outstanding restricted stock unit award will be cancelled and converted into the right to receive an amount in cash (subject to any applicable deductions and withholdings required by law) equal to the product of (1) the Per Share Merger Consideration; and (2) the total number of shares of common stock subject to such award of restricted stock units as of the Effective Time. With respect to any award of restricted stock units with performance-based vesting conditions that are not satisfied as of the Effective Time, such conditions shall be deemed satisfied in accordance with (and to the extent provided by) the terms of Boingo’s 2011 Equity Incentive Plan, and the applicable award agreements.

Non-employee members of the Board of Directors receive equity awards in consideration of their service on the Board of Directors. All such awards will vest in full upon the Effective Time and will be cancelled and paid out as described above.

Equity Interests of Boingo’s Executive Officers and Non-Employee Directors

The following table sets forth the number of shares of common stock and the number of shares of common stock underlying equity awards that are in-the-money (at the Per Share Merger Consideration, in the case of options) and are currently held by each of Boingo’s executive officers and non-employee directors, in each case that either are currently vested or that will or may vest in connection with the Merger, assuming that the Effective Time occurs on March 31, 2021. The table also sets forth the values of these shares and equity awards based on the Per Share Merger Consideration (minus the applicable exercise price for the in-the-money options).

Boingo has entered into employment agreements with each of its executive officers that generally provide that if the executive officer’s employment is terminated by Boingo without cause or the executive officer resigns from his or her employment with good reason, Boingo will pay the executive officer’s salary (and annual target bonus, in the case of the Chief Executive Officer) and continued health benefit payments for a period of between 9 and 18 months, depending on the individual agreement, and a pro-rata annual bonus in the case of the Chief Executive Officer and Chief Financial Officer, following the termination of employment, and conditioned upon the execution by the executive officer of a release of claims. The period of time for payment of, and/or the amount of, such severance benefits generally increases for our executive officers if the termination or resignation occurs in connection with our change of control. In addition to such severance benefits, the executive officer will also receive vesting credit for the officer’s outstanding equity awards ranging from 9 to 24 months if the termination or resignation is not in connection with our change of control, and full vesting credit if the termination or resignation is in connection with our change of control.

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to each of our named executive officers in connection with the Merger. Please see the previous portions of this section for further information regarding this compensation. The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger was consummated on March 31, 2021, and that the employment of each of the named executive officers was immediately terminated either by Boingo without cause or as a result of the officer’s resignation with good reason. Boingo’s executive officers will not receive pension, non-qualified deferred compensation, tax reimbursement or other benefits in connection with the Merger. Some of the amounts set forth in the table would be payable solely by virtue of the consummation of the Merger. In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.

The amounts set forth below are estimates of amounts that would be payable to the named executive officers using the assumptions described above under “— Certain Assumptions.” These estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement. All dollar amounts set forth below have been rounded. Some of the assumptions are based on information not currently available, and as a result the actual amounts, if any, to be received by a named executive officer may differ in material respects.

For a period of six (6) years from the Effective Time, Parent will cause the Surviving corporation to fulfill and honor in all respects all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time in favor of the current and former directors or officers of Boingo or any of its subsidiaries as provided in their respective governing or organizational documents and any indemnification or other similar agreements of Boingo or any of its subsidiaries in effect on the date of the Merger Agreement.

For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Boingo or its subsidiaries or provide substitute policies, in either case, of not less than the existing coverage and having other terms not less favorable to the insured persons than the coverage currently maintained by Boingo with respect to claims arising from facts or events that occurred on or before the Effective Time, except that the Surviving Corporation will not be required to pay with respect to such insurance policies in the aggregate for all six (6) years, more than 300% of the aggregate annual premium most recently paid by Boingo in its last full fiscal year. If the Surviving Corporation is unable to obtain such insurance coverage, it will obtain as much comparable insurance as possible for the years within such six (6)-year period for a premium equal to such maximum amount. In lieu of such insurance, prior to the closing of the Merger, Boingo may, with the prior written consent of Parent, purchase a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy for Boingo and its subsidiaries and their current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by Boingo and its subsidiaries, such tail to provide coverage in an amount not less than the existing coverage and to have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by Boingo or its subsidiaries with respect to claims arising from facts or events that occurred at or before the effective time; provided that in no event shall the cost of any such tail policy exceed the maximum amount described in the preceding sentence. For more information, see the section of this Proxy Statement captioned “The Merger Agreement — Indemnification and Insurance.”

As of the date of this Proxy Statement, none of our executive officers has entered into any new agreement or arrangement with Boingo, Digital Colony or any of their affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. The day prior to the date of the Merger Agreement, Digital Colony expressed interest in retaining Boingo’s executive officers following the Merger and Boingo’s executives expressed interest in further discussion at a later date. After the execution of the Merger Agreement Digital Colony commenced initial negotiations with Boingo’s executive officers regarding potential compensation and certain other benefits and may enter into definitive agreements with certain of Boingo’s executive officers regarding the foregoing. The Merger is not conditioned upon any Boingo executive agreeing to remain with the Surviving Corporation or to purchase or participate in equity of the Surviving Corporation or one or more of its affiliates.

We anticipate that the total funds needed to complete the Merger and the related transactions will be approximately $900 million, which includes approximately $650 million to pay our stockholders the amounts due to them under the Merger Agreement and make payments due as of the Effective Time in respect of outstanding equity-based awards pursuant to the Merger Agreement, $200 million to pay the holders of the outstanding Convertible Notes and $50 million to fund cash to Boingo’s balance sheet and pay all fees and expenses payable by Parent and Merger Sub under the Merger Agreement and Parent’s agreements with the Commitment Parties. These payments are expected to be funded through a combination of (i) equity financing of approximately $650-700 million; (ii) borrowings under a $350 million secured credit facility, comprised of a $200-250 million senior secured delayed draw term loan facility which will be available to fund a portion of the payments contemplated by the Merger Agreement, a $100 million senior secured delayed draw term loan facility, which is not available to fund any portion of the payments contemplated by the Merger Agreement, and a $50 million senior secured revolving credit facility, up to $10 million of which is available to fund a portion of the payments contemplated by the Merger Agreement; and (iii) Boingo’s freely available cash.

On February 26, 2021, Parent entered into an equity commitment letter, which we refer to as the “Equity Commitment Letter”, dated as of February 26, 2021, with Digital Colony Partners, pursuant to which Digital Colony Partners has committed to purchase, or cause the purchase of, $700,000,000 worth of the equity securities of Parent at or immediately prior to the Effective Time. The Equity Commitment Letter provides, among other things, that Boingo is an express third party beneficiary thereof in connection with Boingo’s exercise of its rights related to specific performance under the Merger Agreement. The Equity Commitment Letter may not be amended, revoked, modified or terminated, and no provision thereunder may be waived, except by an instrument in writing signed by Parent, Boingo, and Digital Colony Partners.

Merger Sub has entered into a debt commitment letter, dated as of February 26, 2021, which we refer to as the “Debt Commitment Letter”, with Truist Bank, Truist Securities, Inc., The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC and CIT Bank, N.A., which we refer to collectively as the “Commitment Parties”. Pursuant to the Debt Commitment Letter, the Commitment Parties have committed, on a several basis, to provide an aggregate of $350 million in debt financing to Merger Sub consisting of: (i) a $200 million senior secured delayed draw term loan facility which will be available to fund a portion of the payments contemplated by the Merger Agreement (the “Closing Date Term Facility”), (ii) a $100 million senior secured delayed draw term loan facility, which is not available to fund any portion of the payments contemplated by the Merger Agreement, and (iii) a $50 million senior secured revolving credit facility, up to $10 million of which is available to fund a portion of the payments contemplated by the Merger Agreement (clauses (i), (ii) and (iii), collectively, the “Senior Credit Facilities”). We refer to Truist Bank, in its capacity as administrative and collateral agent for the lenders, as the “Agent”.

The commitments under the Debt Commitment Letter are made to Merger Sub, and may be assigned by Merger Sub to the ultimate borrower under the Senior Credit Facilities or another newly-formed domestic shell company controlled, directly or indirectly, by Digital Colony and its affiliates to effect the consummation of the Merger pursuant to the terms of the Debt Commitment Letter. Upon consummation of the Merger, the Surviving Corporation will be a guarantor under the Senior Credit Facilities.

The commitment of the Commitment Parties expires upon the earliest to occur of (i) September 2, 2021; (ii) the date on which the Merger Agreement terminates in accordance with its terms prior to the consummation of the transactions contemplated by the Merger Agreement; or (iii) the closing of the transactions contemplated by the Merger Agreement without the funding of any of the Closing Date Term Facility. The definitive documentation governing the Senior Credit Facilities has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this document. Parent has agreed to use (and cause certain affiliates to use) reasonable best efforts to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter. If any portion of the Debt Financing becomes unavailable on the terms and conditions or from the sources contemplated in the Debt Commitment Letter, the Merger Agreement requires Parent or Merger Sub, as applicable, to use reasonable best efforts to arrange and obtain as promptly as practicable alternative financing from the same or alternative sources on terms and conditions not less favorable, to Parent or Merger Sub, as applicable, than those contained in the Debt Commitment Letter and in an amount sufficient to consummate the transactions contemplated by the Merger Agreement or replace any unavailable portion of the Debt Financing.

The availability of the Senior Credit Facilities is subject, among other things, to the following conditions:

As of the date hereof, no alternative financing arrangements or alternative financing plans have been made in the event that the Debt Financing described herein is not available. Although the Debt Financing described above is not subject to a due diligence or “market out,” such financing may not be considered assured.

Pursuant to the Limited Guaranty with Digital Colony Partners, Digital Colony Partners has agreed to guarantee the due and punctual payment of certain liabilities and obligations of Parent or Merger Sub under the Merger Agreement, including (i) the termination fee of $32,725,000 if and when such fee is payable to Boingo pursuant to the terms of the Merger Agreement; (ii) the indemnification and expense reimbursement obligations of Parent and Merger Sub in connection with any costs and expenses incurred or losses suffered by Boingo in connection with its cooperation with the arrangement of the Debt Financing; and (iii) damages payable by Parent to Boingo resulting from a willful and material breach of the Merger Agreement; provided that in no event shall the aggregate liability of Digital Colony Partners under the Limited Guaranty exceed $32,725,000. We refer to the obligations set forth in clauses (i), (ii) and (iii) of the preceding sentence as the “Guaranteed Obligations”.

Subject to specified exceptions, the Limited Guaranty will terminate upon the earliest of:

The closing of the transactions contemplated by the Merger Agreement will take place no later than the third business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to closing of the transactions contemplated by the Merger Agreement (as described under the caption “The Merger Agreement — Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions.

If the Merger Agreement is adopted by Boingo’s stockholders, stockholders who do not vote in favor of the proposal to adopt the Merger Agreement and who properly exercise and perfect their demand for appraisal of their shares in accordance with Section 262 will be entitled to appraisal rights in connection with the Merger.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached as Annex C to this Proxy Statement. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262. Only a holder of record of shares of Boingo common stock is entitled to demand appraisal for the shares registered in that holder’s name. A person having a beneficial interest in shares of Boingo common stock held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Boingo common stock through a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee.

Under Section 262, holders of shares of Boingo common stock who do not vote in favor of the proposal to adopt the Merger Agreement, who continuously are the record holders of such shares through the Effective Time, and who otherwise follow the procedures set forth in Section 262 will be entitled to the appraisal by the Delaware Court of Chancery of the fair value of their shares of Boingo common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value of the shares from the effective date of the Merger, as determined by the Delaware Court of Chancery. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

Under Section 262, where a Merger Agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than twenty (20) days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262. This Proxy Statement constitutes Boingo’s notice to its stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached as Annex C to this Proxy Statement. In connection with the Merger, any holder of Boingo common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Per Share Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Boingo common stock, Boingo believes that if a stockholder is considering exercising such rights, such stockholder should seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of Boingo common stock must do ALL of the following:

Any holder of shares of Boingo common stock wishing to exercise appraisal rights must deliver to Boingo, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to the stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not submit a blank proxy or vote in favor of the proposal to adopt the Merger Agreement. A holder of shares of Boingo common stock wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will be, unless revoked, voted in favor of the proposal to adopt the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the proposal to adopt the Merger Agreement, or abstain from voting on the proposal to adopt the Merger Agreement. A stockholder who wishes to exercise appraisal rights may instead not vote its shares. However, neither voting against the proposal to adopt the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the proposal to adopt the Merger Agreement. A proxy or vote against the proposal to adopt the Merger Agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the proposal to adopt the Merger Agreement at the Special Meeting of Boingo stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of Boingo common stock is entitled to demand appraisal for the shares registered in that holder’s name. A demand for appraisal in respect of shares of Boingo common stock should be executed by or on behalf of the holder of record, and must reasonably inform Boingo of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two (2) or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS, AND WHO WISH TO EXERCISE APPRAISAL RIGHTS, SHOULD CONSULT WITH THEIR BROKERS, BANKS AND NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BROKER, BANK OR OTHER NOMINEE HOLDER TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BROKER, BANK OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to Boingo Wireless, Inc., 10960 Wilshire Blvd, 23rd Floor, Los Angeles, CA 90024, Attention: Corporate Secretary, and must be delivered before the vote on the Merger Agreement is taken at the Special Meeting and should be executed by, or on behalf of, the record holder of the shares of Boingo common stock.

Any holder of Boingo common stock may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to Boingo a written withdrawal of the demand for appraisal within sixty (60) days after the effective date of the Merger. However, any such attempt to withdraw the demand made more than sixty (60) days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just.

If the Merger is completed, within ten (10) days after the Effective Time, the Surviving Corporation will notify each holder of Boingo common stock who has complied with Section 262, and who has not voted in favor of the proposal to adopt the Merger Agreement, that the Merger has become effective and the effective date thereof.

Within one hundred twenty (120) days after the Effective Time, but not thereafter, the Surviving Corporation or any holder of Boingo common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The Surviving Corporation is under no obligation to and has no present intention to file a petition, and holders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of shares of Boingo common stock. Accordingly, any holders of Boingo common stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of shares of Boingo common stock within the time and in the manner prescribed in Section 262. The failure of a holder of Boingo common stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within one hundred twenty (120) days after the Effective Time, any holder of Boingo common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the proposal to adopt the Merger Agreement and with respect to which Boingo has received demands for appraisal and the aggregate number of holders of such shares. The Surviving Corporation must mail this statement to the requesting stockholder within ten (10) days after receipt of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of Boingo common stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within twenty (20) days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. After notice to the stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder. In addition, because shares of Boingo common stock are listed on a national securities exchange, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Boingo common stock, (2) the value of the consideration provided in the merger for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to Section 253 or Section 267 of the DGCL (which deal with short-form mergers).

After determining the holders of Boingo common stock entitled to appraisal, the Delaware Court of Chancery will appraise the fair value of the shares of Boingo common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. Although Boingo believes that the Per Share Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Per Share Merger Consideration. Neither Boingo nor Parent anticipates offering more than the Per Share Merger Consideration to any stockholder of Boingo exercising appraisal rights, and each of Boingo and Parent reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the fair value of a share of Boingo common stock is less than the Per Share Merger Consideration. If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of shares of Boingo common stock under Section 262 fails to perfect, or loses, his or her appraisal rights, or successfully withdraws such demand for appraisal, the stockholder’s shares of Boingo common stock will be deemed to have been converted at the Effective Time into the right to receive the Per Share Merger Consideration applicable to the shares, less applicable withholding taxes. A stockholder will fail to perfect, or lose, his or her appraisal rights, or effectively withdraw a demand for appraisal, if no petition for appraisal is filed within one hundred twenty (120) days after the Effective Time or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Per Share Merger Consideration in accordance with Section 262.

From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote Boingo common stock for any purpose, or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Boingo common stock, if any, payable to stockholders of Boingo of record as of a time prior to the Effective Time; provided, however, that, if no petition for an appraisal is filed, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within sixty (60) days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder of Boingo without the approval of the Delaware Court of Chancery.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder of Boingo wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

The following discussion is a summary of certain U.S. federal income tax consequences of the Merger that are relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of common stock whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or differing interpretations, possibly with retroactive effect.

This discussion is limited to holders who hold their shares of common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This discussion does not describe any of the tax consequences arising under the laws of any state, local or foreign tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate or gift taxation) or the alternative minimum tax or the Medicare net investment income surtax that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Merger described below. No assurance can be given that the IRS will agree with the views expressed in this discussion, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of common stock that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). There are limitations on the deductibility of capital losses. If a U.S. Holder acquired different blocks of common stock at different times or different prices, such U.S. Holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of common stock.

A U.S. Holder may be subject to information reporting and backup withholding in connection with the Merger. Certain U.S. Holders are exempt from backup withholding, including corporations and certain tax exempt organizations. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and such holder:

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of common stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Special rules not discussed below may apply to certain Non-U.S. Holders subject to special tax treatment such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S. Holders should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them in light of their particular circumstances.

In general, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Payments made to Non-U.S. Holders in the Merger may be subject to information reporting and backup withholding. Non-U.S. Holders generally can avoid backup withholding and information reporting by providing the paying agent with the applicable and properly executed IRS Form W-8 (or a substitute or successor form) certifying the holder’s non-U.S. status or by otherwise establishing an exemption. Copies of information returns that are filed with the IRS may also be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Under the HSR Act and the rules promulgated thereunder, the Merger cannot be completed until Boingo and Parent file a notification and report form with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of waiting period following the parties’ filing of their respective HSR Act notification forms (typically a thirty (30) day period) or the early termination of that waiting period. Boingo and Parent made the necessary filings with the FTC and the Antitrust Division of the DOJ on March 12, 2021.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained, and there may be a substantial period of time between the approval by stockholders and the completion of the Merger.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all, or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

This Section describes the material provisions of the Merger Agreement. The description in this summary section and elsewhere in this Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Merger Agreement, a copy of which is attached to this Proxy Statement as Annex A and incorporated into this Proxy Statement by reference. We encourage you to read the Merger Agreement carefully and in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this Proxy Statement. This section is not intended to provide you with any factual information about us. That information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled “Where You Can Find More Information”. Capitalized terms used in this section but not defined in this Proxy Statement have the meanings ascribed to them in the Merger Agreement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Boingo, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Parent and Merger Sub by Boingo in connection with the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk among Boingo, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Boingo, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Boingo, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letter to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Boingo, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Boingo and our business.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, subject to the terms and conditions, set forth in the Merger Agreement, and in accordance with the DGCL, at the Effective Time, (1) Merger Sub will be merged with and into Boingo, with Boingo continuing as a wholly owned subsidiary of Parent following the Merger and (2) the separate corporate existence of Merger Sub will cease.

Effective as of, and immediately following, the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until the earlier of their death, resignation or removal or until their successors are duly elected and qualified, as the case may be. From and after the Effective Time, the officers of Boingo prior to the Effective Time will be the officers of the Surviving Corporation, until the earlier of their death, resignation or removal or until their successors have been duly elected or appointed and qualified, as the case may be.

At the Effective Time, the certificate of incorporation of Boingo as the Surviving Corporation will be amended to be identical to the certificate set forth in Exhibit A to the Merger Agreement until changed or amended in accordance with applicable law and the applicable provisions of such certificate, and the bylaws of the Surviving Corporation will be amended and restated to conform to the bylaws of Merger Sub.

Following the completion of the Merger, Boingo common stock will be delisted from Nasdaq and deregistered under the Exchange Act and will cease to be publicly traded.

The closing of the transactions contemplated by the Merger Agreement will take place no later than the third business day following the satisfaction or (to the extent permitted by law) waiver of all conditions to closing of the transactions contemplated by the Merger Agreement (described below under the caption “The Merger Agreement— Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing of the transactions contemplated by the Merger Agreement) or such other time agreed to in writing by Parent and Boingo. The Merger will become effective upon the filing of the certificate of merger, or at such later time as is agreed by the parties and specified in the certificate of merger.

At the Effective Time, each outstanding share of common stock (other than shares (1) owned by Parent or Merger Sub or any of their respective wholly-owned subsidiaries; (2) held by Boingo as treasury stock; and (3) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Per Share Merger Consideration (which is $14.00 per share, less any applicable withholding taxes). All shares converted into the right to receive the Per Share Merger Consideration will automatically be cancelled at the Effective Time. The stockholders exercising appraisal rights will be entitled to receive payment of the appraised value provided under the DGCL as described under the section entitled “Appraisal Rights”.

The Merger Agreement provides that Boingo’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment at the Effective Time:

The Surviving Corporation will satisfy and fulfill the relevant payment obligations to each holder of Convertible Notes as and when required by the terms of the Merger Agreement and the Convertible Notes Indenture.

Prior to the Effective Time, Parent will appoint a bank or trust company reasonably acceptable to Boingo, which institution we refer to as the “Paying Agent”, to make payments of the Per Share Merger Consideration to stockholders. Promptly after the Effective Time, Parent will deposit or cause to be deposited with the Paying Agent cash constituting an amount equal to the aggregate Per Share Merger Consideration to stockholders (but not including any merger consideration in respect of any dissenting shares).

Promptly after the Effective Time, Parent will cause the Paying Agent to mail to each holder of record of Boingo common stock as of immediately prior to the Effective Time whose shares were converted into the right to receive Per Share Merger Consideration a letter of transmittal together with instructions. Upon receipt of (i) in the case of shares of Boingo common stock represented by a stock certificate, a surrendered certificate or certificates in respect of such shares together with the signed letter of transmittal or (ii) in the case of shares of Boingo common stock held in book-entry form, the receipt of an “agent’s message” by the Paying Agent, and in each case, together with such other documents as may be reasonably required by the Paying Agent, the holder of such shares will be entitled to receive in exchange the Per Share Merger Consideration without interest. The amount of any Per Share Merger Consideration paid to the stockholders may be reduced by any applicable withholding taxes.

If any cash deposited with the Paying Agent remains undistributed to holders of Boingo common stock six (6) months after the Effective Time, such cash (including any interest received) will be delivered to Parent or one of its Affiliates upon demand, and any holder of Boingo common stock who has not complied with the exchange procedures in the Merger Agreement will look only to the Surviving Corporation for payment of its claim for the Per Share Merger Consideration, without any interest.

If any stock certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such stock certificate to be lost, stolen or destroyed (and if required by Parent, the posting of the person of a bond, in a reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to the stock certificate), the Paying Agent will, in exchange for the lost, stolen or destroyed stock certificate, pay the Per Share Merger Consideration deliverable pursuant to the Merger Agreement.

The Merger Agreement contains representations and warranties of Boingo, Parent and Merger Sub.

Certain of the representations and warranties in the Merger Agreement made by Boingo are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the Merger Agreement, “Material Adverse Effect” means any event, occurrence, condition, circumstance, development, state of facts, change, effect (each an “Effect”), individually or when taken together with all other Effects, that is materially adverse to, would reasonably be expected to have, or has had a material adverse effect on the business, financial condition, assets, liabilities or results of operations of Boingo and its subsidiaries, taken as a whole; provided, that none of the following Effects shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect:

However, an Effect described in any of clauses (i)-(v) above may be taken into account to the extent Boingo and its subsidiaries are materially disproportionately affected thereby relative to their peers in the same industries in which they operate (in which case the incremental materially disproportionate impact or impacts may be taken into account in determining whether there has been a Material Adverse Effect) (provided that in the case of clause (iv), such comparison shall be limited to such industry peers located in the same geographic area as Boingo and its subsidiaries).

In the Merger Agreement, Boingo has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or attached confidential Disclosure Schedule (the “Disclosure Schedule”). These representations and warranties relate to, among other things:

In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to Boingo that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

None of the representations and warranties contained in the Merger Agreement survives the consummation of the Merger.

The Merger Agreement provides that, except as contemplated or permitted by the Merger Agreement or required by applicable laws or any governmental authority or with the prior written approval of Parent or Merger Sub (which shall not be unreasonably withheld, delayed or conditioned), Boingo shall, and shall cause each of its subsidiaries to, (i) conduct its business in the ordinary course consistent with past practice, and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of Boingo and each of its subsidiaries and to preserve business organizations of Boingo and each of its subsidiaries intact and to maintain existing relationships and goodwill with customers, suppliers, lenders, vendors, landlords and other persons with whom Boingo or its subsidiaries has material business.

In addition, from the date of the Merger Agreement until the earlier of (1) the Effective Time or (2) termination of the Merger Agreement, except (x) as otherwise expressly contemplated or permitted by the Merger Agreement or the Disclosure Schedule, (y) with the prior written approval of Parent or Merger Sub (which shall not be unreasonably withheld, delayed or conditioned), or (z) as required by applicable law or any governmental authority, Boingo will not and will not permit any of its subsidiaries to, directly or indirectly:

For Purposes of the Merger Agreement and this Proxy Statement “Capped Call Documentation” means (A) the letter agreement Re: Base Call Option Transaction, dated as of October 2, 2018, between Boingo and Barclays Bank PLC, as amended by the letter agreement Re: Base Call Option Transaction, dated as of October 2, 2018, between Boingo and Barclays Bank PLC, and (B) the letter agreement Re: Additional Call Option Transaction, dated as of October 3, 2018, between Boingo and Barclays Bank PLC, as amended by the letter agreement Re: Additional Call Option Transaction, dated as of October 3, 2018, between Boingo and Barclays Bank PLC, in each case, as further amended, restated, supplemented, or otherwise modified on or prior to the date of the Merger Agreement.

For Purposes of the Merger Agreement and this Proxy Statement “Capped Call Transactions” means the transactions documented under the Capped Call Documentation.

Under the Merger Agreement, from February 26, 2021 until 11:59 p.m. (New York city time) on April 2, 2021 (the “Go-Shop Period”) Boingo had the right to: (i) initiate, solicit and encourage any inquiry, or the making of any proposal or offer that constitutes an Acquisition Proposal (as defined below), including by furnishing information regarding Boingo to any person pursuant to an Acceptable Confidentiality Agreement (as defined below) entered into by such person (provided that Boingo had the duty during the Go-Shop Period, to the extent not previously provided to Merger Sub or Parent, to provide or make available to Merger Sub or Parent any material non-public information concerning Boingo (or any subsidiary of Boingo) provided or made available to any person prior to or substantially concurrently to providing such information to such person); and (ii) participate in any discussions or negotiations with any persons or group of persons with respect to any Acquisition Proposals and cooperate with or assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any Acquisition Proposal.

Following the expiration of the Go-Shop Period until earlier of the adoption of the Merger Agreement by Boingo’s stockholders or the termination of the Merger Agreement pursuant to its terms (the “No-Shop Period”), Boingo has agreed not to, and to cause its subsidiaries (and instruct and cause its and their respective directors, officers, managers, employees, consultants, legal counsel, financial advisors and agents and other advisors and representatives, whom we collectively refer to as “representatives,” not to, directly or indirectly, among other things:

Notwithstanding these restrictions, during the No-Shop Period prior to the adoption of the Merger Agreement by stockholders, in response to an Acquisition Proposal that was not solicited in breach of the foregoing restrictions, Boingo may provide information to, and engage or participate in negotiations or discussions with, a person regarding an Acquisition Proposal if the Board of Directors determines in good faith after consultation with its financial advisor and its outside legal counsel that such proposal is a Superior Proposal (as defined below) or could reasonably be expected to lead to a Superior Proposal and not to do so would be inconsistent with the directors’ fiduciary duties under applicable law, provided, that all such information has previously been provided to Parent or is provided to Parent prior to or promptly following the time it is provided to such person. In addition, notwithstanding the foregoing, prior to the time the Requisite Company Vote is obtained, Boingo may, solely to the extent the Boingo Board determines in good faith (after consultation with outside legal counsel) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, not enforce any confidentiality, standstill or similar agreement to which Boingo or any of its subsidiary is a party for the sole purpose of allowing the other party to such agreement to submit an Acquisition Proposal that will constitute, or could reasonably likely lead to, a Superior Proposal, that did not, in each case, result from a breach by Boingo of previous restrictions.

As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the holders of shares of common stock vote “FOR” the proposal to adopt the Merger Agreement. The Merger Agreement provides that the Board of Directors may not effect a Change in Recommendation except as described below.

Until earlier of the adoption of the Merger Agreement by Boingo’s stockholders or the termination of the Merger Agreement pursuant to its terms, the Board of Directors may not, by itself or through any of its committees (with any action described in the following being referred to as a “Change in Recommendation”):

Prior to the adoption of the Merger Agreement by Boingo’s stockholders and notwithstanding the restrictions described above in “The Merger Agreement — Acquisition Proposals,” the Board of Directors is permitted under certain circumstances and subject to Boingo’s compliance with certain obligations (as summarized below), to (i) make a Change in Recommendation, and (ii) terminate the Merger Agreement and enter into a definitive written agreement providing for a Superior Proposal.

The Board of Directors is permitted to (i) make a Change in Recommendation in the case of a Superior Proposal, or (ii) terminate the Merger Agreement to simultaneously enter into a definitive written agreement providing for a Superior Proposal provided that such Superior Proposal did not result from a breach of the No-Shop Period restrictions, and if, in each case, the Board of Directors determines in good faith (after consultation with its outside legal advisors) (1) that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law, (2) that such Acquisition Proposal constitutes a Superior Proposal and (3) it has complied with the procedure and its obligations as summarized in the following paragraph.

The Board of Directors may not make a Change in Recommendation or terminate the Merger Agreement in the case of a Superior Proposal unless Boingo shall have provided prior written notice to Parent at least five (5) business days in advance of its intention to take such action (a “Notice of Designated Superior Proposal”), and prior to effecting such Change in Recommendation or termination of the Merger Agreement, Boingo shall, and shall cause its representatives to, during such five (5) business day period, negotiate with Parent in good faith (to the extent that Parent desires to negotiate) to make such adjustments to the terms and conditions of the Merger Agreement so that the Change in Recommendation is no longer necessary and such Superior Proposal no longer constitutes a Superior Proposal (and in the event of any material change to any of the terms (including the form, amount and timing of payment of consideration) of such Superior Proposal Boingo shall, in each case, deliver to Parent an additional notice consistent with that described in this clause and a renewed negotiation period under this clause shall commence (except that the five (5) business day period shall instead be equal to three (3) business days; provided that if such additional notice is delivered during the initial five (5) business day negotiation period, the initial negotiation period shall not be reduced by such notice)); provided that, that the Company shall not be entitled to terminate the Merger Agreement, and any purported termination shall be void and of no force or effect, unless concurrently with such termination the Company pays by wire transfer of immediately available funds a termination fee of $19,635,000 (which is an increase from the termination fee of $13,090,000 if the Merger Agreement had been terminated during the Go-Shop Period).

The Board of Directors is permitted to make a Change in Recommendation in the event of an Intervening Event if the Board of Directors determines in good faith (after consultation with its outside legal advisors) (i) that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law and (ii) it has complied with the procedure and its obligations as summarized in the following paragraph.

The Board of Directors may not make a Change in Recommendation in response to an Intervening Event unless Boingo shall have provided prior written notice to Parent at least five (5) business days in advance of its intention to take such action, and prior to effecting such Change in Recommendation, Boingo shall, and shall cause its representatives to, during such five (5) business day period, negotiate with Parent in good faith (to the extent that Parent desires to negotiate) to make such adjustments to the terms and conditions of the Merger Agreement so that the Change in Recommendation is no longer necessary (and in the event of any material change to the circumstances related to the Intervening Event that is adverse to the stockholders of Boingo, Boingo shall, in each case, deliver to Parent an additional notice consistent with that described in this clause and a renewed negotiation period under this clause shall commence (except that the five (5) business day period shall instead be equal to three (3) business days; provided that if such additional notice is delivered during the initial five (5) business day negotiation period, the initial negotiation period shall not be reduced by such notice)); and provided, that the Board of Directors shall not be permitted to effect a Change in Recommendation of the type in the first or fifth bullet in the definition of Change in Recommendation set forth above with respect to or in connection with any Acquisition Proposal (which shall be covered by the provisions set forth above regarding a Superior Proposal).

Notwithstanding the restrictions described above, the Merger Agreement does not prohibit Boingo or the Board of Directors from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 under the Exchange Act or making a statement required under Rule 14d-9 under the Exchange Act or under Item 1012(a) of Regulation M-A promulgated under the Exchange Act (including making any “stop-look-and-listen” communication to the stockholders); provided, that this exception shall not be deemed to affect whether any such disclosure, other than a “stop, look and listen” communication of the type contemplated by Section 14d-9(f) of the Exchange Act, would otherwise be deemed to be a Change in Recommendation. For purposes of clarity and avoidance of doubt, a factually accurate public statement that describes Boingo’s receipt of an Acquisition Proposal and that states that no position has been taken by the Board of Directors as to the advisability or desirability of such Acquisition Proposal and the operation of the Merger Agreement with respect thereto will not be deemed a Change in Recommendation.

Boingo agreed to take all action necessary to convene a Stockholders Meeting as promptly as practicable and in any event on the thirtieth calendar day immediately following the date of mailing of the Proxy Statement (and if such day is not a Business Day, on the first Business Day subsequent to such day), to consider and vote upon the adoption of the Merger Agreement and to cause such vote to be taken, and agreed not to postpone, recess or adjourn such meeting except to the extent required by applicable Law and with prior notice to Parent or, if, (i) on a date that is two Business Days prior to the date the Stockholders Meeting is scheduled (the “Original Date”), (A) Boingo has not received proxies representing the Requisite Company Vote, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement is required to be delivered and in each case, if Parent so requests or Boingo so elects, Boingo shall postpone, recess or adjourn, or make one or more successive postponements, recesses or adjournments of, the Stockholders Meeting as long as the date of the Stockholders Meeting is not postponed, recessed or adjourned more than ten days in connection with any one postponement, recess or adjournment or more than an aggregate of thirty days from the Original Date in reliance on the preceding sentence or (ii) within the five Business Days prior to the Original Date or any date that the Stockholders Meeting is then scheduled to be held, Boingo delivers a notice of an intent to make a Change in Recommendation, Parent may direct Boingo to, or Boingo may elect to, postpone, recess or adjourn the Stockholders Meeting for up to ten Business Days and Boingo will promptly, and in any event no later than the next Business Day, postpone, recess or adjourn the Stockholders Meeting in accordance with Parent’s direction or such election.

Once Boingo has established a record date for the Stockholders Meeting, Boingo will not change such record date or establish a different record date for the Stockholders Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Boingo agrees that, unless the Merger Agreement is terminated in accordance with its terms, and Boingo has paid to Parent the Company Termination Fee (as defined below) in accordance with terms of the Merger Agreement, its obligations to hold the Stockholders Meeting pursuant will not be affected in any manner, including in connection with (i) the making of a Change in Recommendation by the Boingo Board (ii) the commencement of or announcement or disclosure of or communication to Boingo of any Acquisition Proposal.

Without the prior written consent of Parent, the adoption of the Merger Agreement will be the only matter (other than related procedural matters) that Boingo will propose to be acted on by its stockholders at the Stockholders Meeting.

Following the Effective Time, all employees of Boingo or its subsidiaries who remain employed by the Surviving Corporation or any affiliate of Parent following the Merger, which we refer to as “Continuing Employees”, will be provided substantially comparable types and levels of employee benefits in the aggregate as those provided to the Continuing Employees immediately prior to the Effective Time (such benefits to be provided pursuant to the “Parent Plans”), provided that this undertaking shall not obligate Parent to continue the employment of such Continuing Employees for any period following the Effective Time, and such Continuing Employees may be terminated by Parent at any time (except to the extent otherwise restricted by applicable law and subject to any contractual arrangements between Boingo and any individual employee, as in effect as of the date of the Merger Agreement).

Further, for purposes of vesting, eligibility to participate and levels of benefits (but not benefit accrual under any defined benefit plan or frozen benefit plan of Parent or vesting under any equity incentive plan) under any Parent Plan, Parent will credit each Continuing Employee with his or her years of service with Boingo or its subsidiaries before the Effective Time, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time; provided that the foregoing will not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Parent will, subject in each case to receipt of any required consent of the applicable Parent Plan provider, use commercially reasonable efforts to cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all Parent Plans, (ii) for purposes of each Parent Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, all pre-existing condition exclusions and actively-at-work requirements of such Parent Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable company benefit plans in which such Continuing Employee participated immediately prior to the Effective Time, and (iii) for the plan year in which the Effective Time occurs, the crediting of each Continuing Employee with any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any Parent Plan.

Finally, each Continuing Employee who is a participant in Boingo’s Management Incentive Compensation Plan shall remain eligible to receive a cash bonus for the fiscal year 2021, provided, that to the extent that the employment of any Continuing Employee who participates in Boingo’s Management Incentive Compensation Plan immediately prior to the closing date is terminated other than for cause by the Surviving Corporation, or an affiliate thereof, following the closing date but prior to the date of payment of bonuses under Boingo’s Management Incentive Compensation Plan for fiscal year 2021 in the ordinary course in accordance with the terms thereof, Parent shall, or shall cause the Surviving Corporation to, pay a cash bonus to such Continuing Employee equal to a prorated portion of such Continuing Employee’s annual target bonus in effect as of immediately prior to the Effective Time, less applicable deductions and withholdings.

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12


☐	No fee required.

☒	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies: common stock, par value $0.001 per share, of Boingo Wireless, Inc.

	(2)	Aggregate number of securities to which transaction applies: As of April 6, 2021, 44,751,010 shares of common stock; 95,668 shares of common stock issuable upon the exercise of stock options with exercise prices below $14.00 per share; and 1,902,850 shares of common stock underlying restricted stock units.

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): The maximum aggregate value was determined based upon the sum of: (A) 44, 751,010 shares of common stock multiplied by $14.00 per share; (B) options to purchase 95,668 shares of common stock with exercise prices below $14.00 per share multiplied by $6.52 (the difference between $14.00 and the weighted average exercise price of $7.48 per share); and (C) 1,902,850 shares of common stock underlying restricted stock units multiplied by $14.00 per share. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filed fee was determined by multiplying the sum calculated in the preceding sentence by $0.0001091.

	(4)	Proposed maximum aggregate value of transaction: $653,777,798.47

	(5)	Total fee paid: $71,327.16

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Effect of the Merger		32
Effect on Boingo if the Merger is Not Completed		32
Merger Consideration		33
Background of the Merger		33
Recommendation of the Board of Directors and Reasons for the Merger		51
Opinion of Boingo’s Financial Advisor		57
Certain Financial Projections		64
Interests of Boingo’s Directors and Executive Officers in the Merger		67
Financing of the Merger		71
Limited Guaranty		73
Closing and Effective Time		73
Appraisal Rights		73
Accounting Treatment		78
U.S. Federal Income Tax Consequences of the Merger		78
Regulatory Approvals Required for the Merger		81
Legal Proceedings Regarding the Merger		82
THE MERGER AGREEMENT		83
Explanatory Note Regarding the Merger Agreement		83
Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws		83
Closing and Effective Time		84
Merger Consideration		84
Exchange and Payment Procedures		85
Representations and Warranties		86
Conduct of Business Pending the Merger		89
Acquisition Proposals		92
The Board of Directors’ Recommendation; Change in Recommendation Change		94
Employee Benefits		97
Financing Efforts		98
Efforts to Close the Merger		103
Indemnification and Insurance		104
Other Covenants
Conditions to the Closing of the Merger		105
Termination of the Merger Agreement		106
Termination Fees and Expense Reimbursement		108
Specific Performance		109
Fees and Expenses		109
Amendment		110
Governing Law		110
MARKET PRICES AND DIVIDEND DATA		111
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		112
FUTURE STOCKHOLDER PROPOSALS		115
WHERE YOU CAN FIND MORE INFORMATION		116
MISCELLANEOUS		117
ANNEX A: THE MERGER AGREEMENT
ANNEX B: FAIRNESS OPINION
ANNEX C: SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
PRELIMINARY PROXY CARD – SUBJECT TO COMPLETION

For Informational Reference Purposes
Wall Street Equity Research Price Targets	$	15.00	$	23.00
Premiums Paid
One-day
All Transactions	$	12.03	$	15.40
Financial Sponsors		11.77		13.92
REIT Transactions		10.60		13.23
30-days
All Transactions		12.22		16.03
Financial Sponsors		11.80		14.46
REIT Transactions		10.64		13.74
60-days
All Transactions		14.93		19.79
Financial Sponsors		14.79		18.10
REIT Transactions		12.53		14.85

Cable
03/19/2013	Liberty Media Corporation	Charter Communications, Inc.	8.5	x
05/18/2014	AT&T Inc.	DirecTV	8.2
11/13/2014	Cable One, Inc.	Spin-off from Graham Holdings Company	9.9
05/26/2015	Charter Communications, Inc.	Time Warner Cable Inc.	9.9
09/17/2015	Altice N.V.	Cablevision Systems Corporation	9.9
06/30/2016	Lions Gate Entertainment Corp.	Starz	11.1

	Sincerely,

	Lance Rosenzweig
	Chairman of the Board of Directors

	By the Order of the Board of Directors,

	Peter Hovenier
	Chief Financial Officer & Secretary


		Page
SUMMARY		1
Parties Involved in the Merger		1
The Special Meeting		2
The Merger		3
Treatment of Options and Restricted Stock Units		4
Treatment of Convertible Notes Indenture		4
Financing of the Merger		5
Conditions to the Closing of the Merger		5
Regulatory Approvals Required for the Merger		6
Recommendation of the Boingo Board		6
Opinion of Boingo’s Financial Advisor		6
Interests of Boingo’s Directors and Executive Officers in the Merger		7
Appraisal Rights		7
U.S. Federal Income Tax Consequences of the Merger		8
Legal Proceedings Regarding the Merger		9
Acquisition Proposals		9
Change in Recommendation		10
Termination of the Merger Agreement		10
Termination Fees and Expense Reimbursement		11
Effect on Boingo if the Merger is Not Completed		12
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		13
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		21
THE SPECIAL MEETING		23
Date, Time and Place of the Special Meeting		23
Purpose of the Special Meeting		23
Record Date; Shares Entitled to Vote; Quorum		23
Vote Required; Abstentions and Broker Non-Votes		23
Shares Held by Boingo’s Directors and Executive Officers		24
Voting of Proxies		24
Revocability of Proxies		25
Board of Directors’ Recommendation		25
Solicitation of Proxies		25
Anticipated Date of Completion of the Merger		25
Appraisal Rights		26
Other Matters		26
Householding of Special Meeting Materials		26
Questions and Additional Information		27
PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT		28
PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING		29
PROPOSAL 3: ADVISORY, NON-BINDING VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS		30
THE MERGER		31
Parties Involved in the Merger		31

	Reference Range for Boingo
Financial Analyses		Low		High
Discounted Cash Flow Analyses:
Consolidated DCF Analysis	$	9.43	$	12.78
Sum-of-the-Parts DCF Analysis		8.11		13.68
LBO Analyses
Consolidated LBO Analysis	$	4.91	$	10.04
Sum-of-the-Parts LBO Analysis		6.98		11.51
Precedent Transaction Analyses:
Consolidated Valuation	$	3.45	$	8.58
Sum-of-the-Parts Analysis		6.64		12.25
Trading Multiples
Cash EBITDA
Consolidated Management	$	3.45	$	7.30
Consolidated Consensus		6.91		12.49
Sum-of-the-Parts		0.00		2.60
Company Cash Flow
Consolidated Management	$	6.66	$	10.30
Consolidated Consensus		0.00		0.19
Sum-of-the-Parts		7.72		12.06

	Trading Enterprise Value / 2021E Cash Flow		Trading Enterprise Value / 2021E EBITDA
Towers
Crown Castle International Corp.	43.0	x	24.4	x
SBA Communications Corporation	28.0		24.9
American Tower Corporation	28.7		22.8
Average	33.2		24.0

Cable
Altice USA Inc.	13.4	x	9.4	x
Charter Communications Inc.	17.1		10.6
Comcast Corporation	14.5		10.2
Average	15.0		10.1

Fiber ISP
Cogent Communications Holdings Inc.	19.7	x	15.8	x
Uniti Group Inc.	15.8		9.7
GTT Communications Inc.	8.3		6.4
Average	14.6		10.6

Wi-Fi ISP
Gogo Inc.	19.6	x	17.0	x
ViaSat, Inc.	NM		9.5
Average	19.6		13.2

Wireless
AT&T Inc.	10.8	x	7.1	x
T-Mobile Us Inc.	15.1		8.1
Verizon Communications Inc.	12.1		7.4
Average	12.7		7.5

Fiscal Year	2020			2021		2022		2023		2024		2025		2026		2027		2028		2029		2030
Revenue	$	237		$	236	$	264	$	309	$	345	$	369	$	401	$	442	$	487	$	527	$	578
Adjusted EBITDA(1)		83			86		100		132		154		169		191		222		256		284		323
Cash EBITDA(2)		27			24		31		45		60		72		85		98		112		127		144
Company Cash Flow(3)		(36	)		34		61		35		29		47		62		76		91		107		125

	•	the effective time is February 26, 2021, which is the assumed date of the effective time of the merger solely for purposes of the disclosure in this section (which we refer to as the “assumed effective time”); and

	•	the employment of each executive officer of Boingo is terminated in an “involuntary termination without cause” or due to the executive officer’s resignation for “good reason” (as each such term is defined in the applicable plan), in each case, immediately following the assumed effective time.

Name	Shares Held (#)		Shares Held ($)		Options Held (#)(1)		Options Held ($)		Restricted stock units Held (#)(2)		Restricted stock units Held ($)		Total ($)
Maury Austin		45,893		642,502		—		—		9,255		129,570		772,072
Dawn Callahan		3,789		53,046		7,993		3,996		68,458		958,415		1,015,458
Roy Chestnutt		4,711		65,954		—		—		18,678		261,492		327,446
Michele Choka		12,989		181,846		—		—		12,332		172,648		354,494
Chuck Davis		102,724		1,438,136		—		—		9,255		129,570		1,567,706
Mike Finley		92,537		1,295,518		—		—		441,460		6,180,442		7,475,960
David Hagan		997,502		13,965,028		—		—		9,255		129,570		14,094,598
Peter Hovenier		391,885		5,486,390		—		—		175,381		2,455,329		7,941,719
Terrell Jones		72,398		1,013,572		—		—		9,255		129,570		1,143,142
Kathy Misunas		42,546		595,644		—		—		9,255		129,570		725,214
Derek Peterson		32,791		459,074		—		—		160,199		2,242,788		2,701,862
Lance Rosenzweig		86,630		1,212,820		—		—		9,255		129,570		1,342,390

Name	Cash ($)(1)		Equity ($)(2)		Perquisites/ Benefits ($)(3)		Total
Dawn Callahan		507,384		958,415		11,126		1,476,926
Derek Peterson		530,856		2,242,788		35,032		2,808,676
Doug Lodder		—		—		—		—
David Hagan		—		129,570		—		129,570

(1)	For Mr. Finley, this amount represents 18 months of his base salary, 150% of his 2021 target bonus and a pro-rated target bonus for 2021. For Ms. Callahan and Messrs. Hovenier and Peterson, this amount represents 12 months of such executive’s base salary and such executive’s target bonus for 2021. Neither Mr. Lodder nor Mr. Hagan would be entitled to receive any severance benefits as the result of a termination of employment in connection with the Merger due to their earlier terminations of employment with Boingo.

(2)	For all named executive officers other than Mr. Lodder, this amount includes the full acceleration and cancellation of all unvested restricted stock units with the acceleration deemed at the target level for any performance-based restricted stock units for which performance would not yet be determined, assuming that the Merger was consummated on March 31, 2021.

(3)	Represents 18 months of continued health benefit payments, for Mr. Finley, and 12 months of continued health benefit payments for Ms. Callahan and Messrs. Hovenier and Peterson.

	•	the stockholder must NOT vote in favor of the proposal to adopt the Merger Agreement. Because a proxy that is signed and submitted but does not otherwise contain voting instructions will be, unless revoked, voted in favor of adoption of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the proposal to adopt the Merger Agreement, abstain or not vote its shares;

	•	the stockholder must deliver to Boingo a written demand for appraisal before the vote on the proposal to adopt the Merger Agreement at the Special Meeting;

	•	the stockholder must continuously hold the shares of Boingo common stock from the date of making the demand through the Effective Time. A stockholder will lose appraisal rights if the stockholder transfers the shares before the Effective Time; and

	•	the stockholder or the Surviving Corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within one hundred twenty (120) days after the Effective Time. The Surviving Corporation is under no obligation to file any such petition in the Delaware Court of Chancery and has no intention of doing so. Accordingly, it is the obligation of Boingo stockholders to take all necessary action to perfect their appraisal rights in respect of shares of Boingo common stock within the time prescribed in Section 262.