DEFM14A 1 nc10002161x2_defm14a.htm DEFM14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant o

Check the appropriate box:

oPreliminary Proxy Statement.
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
Definitive Proxy Statement.
oDefinitive Additional Materials.
oSoliciting Material Pursuant to §240.14a-12.
ZAYO GROUP HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o
No fee required
 
 
 
o
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:
 
 
 
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
 
 
 
(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):
 
 
 
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
   
 
 
(5)
Total fee paid:
 
 
 
 
 
 
Fee paid previously with preliminary materials.
 
 
 
o
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.
 
 
 
 
(6)
Amount Previously Paid:
 
 
 
 
(7)
Form, Schedule or Registration Statement No.:
 
 
 
 
(8)
Filing Party:
 
 
 
 
(9)
Date Filed:
 
 
 

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June 26, 2019

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders, which we refer to as the special meeting, of Zayo Group Holdings, Inc., a Delaware corporation, which we refer to as the Company, Zayo, we or us, to be held virtually via live webcast on July 26, 2019 at 8:00 a.m. Mountain time.

The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/zayo2019sm, where you will be able to listen to the meeting live, submit questions and vote online. To participate in the special meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials.

On May 8, 2019, the Company entered into a merger agreement providing for the acquisition of the Company by Front Range TopCo, Inc. At the special meeting, you will be asked to consider and vote upon a proposal to adopt the merger agreement and certain related proposals.

If the merger contemplated by the merger agreement is completed, you will be entitled to receive $35.00 in cash, without interest, less any applicable withholding taxes, for each share of our common stock owned by you (unless you have properly exercised your appraisal rights with respect to those shares), which represents (i) a premium of approximately 14% to the closing share price of Company common stock on May 7, 2019, the last trading day prior to the announcement of the merger, (ii) a premium of approximately 48% to the closing share price of Company common stock on November 16, 2018, the last unaffected trading day prior to media speculation regarding a potential acquisition of the Company and (iii) a premium of approximately 32% to the volume-weighted average price per share of Company common stock for the six months ended May 6, 2019.

The Company’s board of directors, which we refer to as 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 and after consultation with its independent legal and financial advisors. The board of directors unanimously recommends that you vote:

(i)“FOR” approval of the proposal to adopt the merger agreement;
(ii)“FOR” the approval, on a non-binding advisory basis, of the “golden parachute” compensation that will or may be received by the Company’s named executive officers in connection with the merger; and
(iii)“FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement.

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to virtually attend the special meeting, we encourage you to vote promptly. A person giving a proxy has the power to revoke it. If you virtually attend the special meeting, you may revoke your proxy and vote via the meeting website. Voting over the Internet or by telephone, written proxy or voting instruction card will ensure your representation at the special meeting regardless of whether you virtually attend the special meeting. We cannot complete the merger unless the proposal to adopt the merger agreement is approved by the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote thereon. The failure to vote your shares of our common stock will have the same effect as a vote “AGAINST” approval of the proposal to adopt the merger agreement.

If your shares of our common stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of our common stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. 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.

The accompanying proxy statement provides you with 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. We encourage you to read the entire proxy statement and its annexes, including the merger agreement, carefully. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

If you have any questions, require assistance with voting your proxy card, or need additional copies of any proxy materials, please contact Innisfree M&A Incorporated, the Company’s proxy solicitor, at (888) 750-5834 (toll-free from the U.S. and Canada), or +1 (412) 232-3651 (from other locations). Banks and brokers may call collect at (212) 750-5833.

Thank you in advance for your cooperation and continued support.

 
Sincerely,
 

 
Dan Caruso
 
Chief Executive Officer

The proxy statement is dated June 26, 2019 and, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about June 26, 2019.

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.

 

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ZAYO GROUP HOLDINGS, INC.
1821 30th Street, Unit A, Boulder, CO 80301

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

DATE:
July 26, 2019
 
 
 
TIME:
8:00 a.m. Mountain time
 
 
 
WEBSITE:
www.virtualshareholdermeeting.com/zayo2019sm
 
 
 
ITEMS OF BUSINESS:
1.
To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of May 8, 2019, as it may be amended from time to time, which we refer to as the merger agreement, by and among the Company, Front Range TopCo, Inc., a Delaware limited liability company, which we refer to as Parent, and Front Range BidCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, which we refer to as Merger Sub. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement.
 
 
 
 
2.
To consider and vote on a non-binding advisory proposal to approve “golden parachute” compensation that the Company’s named executive officers will or may receive in connection with the merger.
 
 
 
 
3.
To consider and vote on a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.
 
 
 
 
4.
To transact any other business that may properly come before the special meeting, or any adjournment or postponement of the special meeting, by or at the direction of the board of directors.
 
 
 
ADJOURNMENTS AND POSTPONEMENTS:
Any action on the items of business described above may be considered at the special meeting or at any time and date to which the special meeting may be properly adjourned or postponed.
 
 
 
RECORD DATE:
Only stockholders of record at the close of business on June 21, 2019 are entitled to notice of, and to vote at, the special meeting and at any adjournments or postponements thereof. All stockholders of record are cordially invited to virtually attend the special meeting.
 
 
 
INSPECTION OF LIST OF STOCKHOLDERS OR RECORDS:
A list of stockholders of record will be available for inspection at our corporate headquarters located at 1821 30th Street, Unit A, Boulder, CO 80301, during ordinary business hours during the 10-day period before the special meeting.
 
 
 
PROXY VOTING:
Your vote is very important, regardless of the number of shares of Company common stock you own. The merger cannot be completed unless the merger agreement is adopted by the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote thereon. Approval

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of the non-binding proposal regarding the “golden parachute” compensation that the Company’s named executive officers will or may receive in connection with the merger requires the affirmative vote of a majority of the votes cast at the special meeting by stockholders in virtual attendance or represented by proxy and entitled to vote on the matter at the special meeting. Approval of the proposal to approve one or more adjournments of the special meeting requires the affirmative vote of a majority of the votes cast at the special meeting by stockholders in virtual attendance or represented by proxy and entitled to vote on the matter at the special meeting, whether or not a quorum is present.
 
 
 
 
Whether or not you plan to virtually attend the special meeting, we request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or the Internet prior to the special meeting to ensure that your shares of Company common stock will be represented at the special meeting if you are unable to attend. If you fail to return your proxy card or fail to submit your proxy by phone or the Internet, your shares of Company common stock 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.
 
 
 
 
Any proxy given pursuant to this proxy statement may be revoked by the person giving it at any time prior to the voting thereof by (i) delivering to the Corporate Secretary of the Company a revocation of proxy, (ii) executing a new proxy bearing a later date, or (iii) virtually attending and voting at the special meeting. Attendance at the special meeting will not, by itself, revoke any proxy previously submitted. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting 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.
 
 
 
RECOMMENDATION:
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 (i) “FOR” the proposal to adopt the merger agreement, (ii) “FOR” the approval, on a non-binding advisory basis, of the “golden parachute” compensation that will or may be received by the Company’s named executive officers in connection with the merger, and (iii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, to solicit additional proxies.
 
 
 
ATTENDANCE:
Stockholders as of the record date are invited to virtually attend the special meeting by visiting www.virtualshareholdermeeting.com/zayo2019sm. To participate in the special meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials. The special meeting will begin promptly at 8:00 a.m. Mountain time. Online check-in will begin at 7:45 a.m. Mountain time, and you should allow sufficient time for the online check-in procedures.
 
 
 

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APPRAISAL:
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 virtually attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. If you virtually attend and vote at the special meeting, your vote by ballot will revoke any proxy previously submitted.

 
BY ORDER OF THE BOARD OF DIRECTORS,
   
 
 
Sincerely,
 

 
Mike Mooney
 
Senior Vice President and General Counsel

Dated: June 26, 2019
Boulder, Colorado

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This proxy statement and a proxy card are first being mailed on or about June 26, 2019 to stockholders who owned shares of Company common stock as of the close of business on June 21, 2019.

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SUMMARY

The following summary highlights selected information in this proxy statement and may not contain all the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to, and incorporated by reference, in this proxy statement. Each item in this summary includes a page reference directing you to a more complete description of that topic.

Parties Involved in the Merger (Page 25)

Zayo Group Holdings, Inc., or the Company, is a Delaware corporation headquartered in Boulder, Colorado that provides bandwidth infrastructure in the United States, Canada and Europe. Our products and offerings enable our customers’ high-bandwidth applications, such as cloud-based computing, video, mobile, social media, machine-to-machine connectivity, and other bandwidth-intensive applications. Key products include dark fiber, fiber to cellular towers and small cell sites, dedicated Wavelength connections, Ethernet, IP connectivity, data center solutions/offerings, cloud offerings and other high-bandwidth offerings. We provide access to our bandwidth infrastructure and other offerings over a unique set of dense metro, regional, and long-haul fiber network sections and through our interconnect-oriented data center facilities. Our fiber network sections and data center facilities are critical components of the overall physical network architecture of the Internet and private networks. Our customer base includes some of the largest and most sophisticated users of bandwidth infrastructure offerings, such as wireless service providers; telecommunications service providers; financial services companies; social networking, media, and web content companies; education, research, and healthcare institutions; and governmental agencies. As of June 30, 2018, our fiber network spans 128,910 route miles and 11,867,276 fiber miles (representing an average of 92 fibers per route), serves 403 geographic markets in the United States, Canada and Europe, and connects to approximately 35,000 buildings, including 1,185 data centers. We own fiber network sections in large metro areas, such as New York, Chicago, San Francisco, Paris, and London, as well as smaller metro areas, such as Allentown, Pennsylvania, Fargo, North Dakota, and Spokane, Washington. Our network sections allow our customers access to our high-bandwidth infrastructure solutions over redundant fiber facilities between and among key customer locations.

Front Range TopCo, Inc., or Parent, is a Delaware corporation formed solely for the purposes of entering into the transactions contemplated by the merger agreement, and has not entered into any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger.

Front Range BidCo, Inc., or Merger Sub, is a Delaware corporation that was formed by Parent solely for the purpose of entering into the transactions contemplated by the merger agreement, and has not entered into any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger. Upon completion of the merger, Merger Sub will cease to exist.

Parent and Merger Sub are each affiliated with (1) EQT Fund Management S.à. r.l., which we refer to as EQT, EQT Infrastructure IV EUR SCSp and EQT Infrastructure IV USD SCSp, which we collectively refer to as the EQT Investors, EQT Infrastructure IV Co-Investment (B) SCSp and EQT Infrastructure IV Co-Investment (D) SCSp, which collectively with the EQT Investors we refer to as the EQT Funds and (2) Digital Colony Partners, LP, which we refer to as DCP LP, one or more alternative investment vehicles of DCP LP, including Digital Colony Partners (DE AIV), LP, which we refer to as DC AIV and we refer to DCP LP and DC AIV together as DCP, DC Front Range Holdings I, LP and one or more alternative investment vehicles thereof, including DC Front Range Holdings-F, LP, which together we refer to as DC Front Range. At the effective time, the Company, as the surviving corporation, will be indirectly owned by, among others, the EQT Funds, DCP, DC Front Range and FMR LLC, which we refer to as FMR.

EQT and the EQT Funds are affiliates of the EQT Infrastructure IV fund and EQT AB, a leading investment firm with more than EUR 61 billion in raised capital across 29 funds and around EUR 40 billion in assets under management and with portfolio companies in Europe, Asia and the US with total sales of more than EUR 19 billion and approximately 110,000 employees.

DCP is a global investment firm dedicated to strategic opportunities in digital infrastructure, launched in 2018 by Digital Bridge Holdings, LLC, a leading investor in and operator of companies enabling the next

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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 26 years of experience as a global investment manager.

In this proxy, we refer to the Agreement and Plan of Merger, dated as of May 8, 2019, as it may be amended from time to time, by and among the Company, Parent and Merger Sub, as the merger agreement, and the merger of Merger Sub with and into the Company, as the merger.

The Special Meeting (Page 20)

Time, Place and Purpose of the Special Meeting

The special meeting will be held virtually via live webcast on July 26, 2019 at 8:00 a.m. Mountain time.

The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/zayo2019sm, where you will be able to listen to the meeting live, submit questions and vote online. To participate in the special meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials.

At the special meeting, holders of common stock of the Company, par value $0.001 per share, which we refer to as Company common stock, will be asked (i) to approve the proposal to adopt the merger agreement, (ii) to approve the non-binding advisory proposal regarding the “golden parachute” compensation that will or may be received by the Company’s named executive officers in connection with the merger, and (iii) to approve the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

Record Date and Quorum

You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of Company common stock at the close of business on June 21, 2019, which we have set as the record date for the special meeting and which we refer to as the record date. You will have one vote for each share of Company common stock that you owned on the record date. As of the record date, there were 235,584,754 shares of Company common stock outstanding and entitled to vote at the special meeting. A majority of the shares of Company common stock outstanding at the close of business on the record date and entitled to vote, in virtual attendance or represented by proxy, at the special meeting constitutes a quorum for the purposes of the special meeting.

Vote Required

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock outstanding on the record date that are entitled to vote thereon.

Approval of the non-binding advisory proposal regarding the “golden parachute” compensation that will or may be received by the Company’s named executive officers in connection with the merger requires the affirmative vote of a majority of the votes cast at the special meeting by stockholders in virtual attendance or represented by proxy and entitled to vote on the matter at the special meeting.

Approval of the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, for the purpose of soliciting additional proxies requires the affirmative vote of a majority of the votes cast at the special meeting by stockholders in virtual attendance or represented by proxy and entitled to vote on the matter at the special meeting, whether or not a quorum is present.

As of the close of business on June 21, 2019, the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, 9,090,324 shares of Company common stock (excluding any shares of Company common stock deliverable upon settlement of restricted stock units), representing 3.9% of the outstanding shares of Company common stock on the record date. The directors and executive officers have informed the Company that they currently intend to vote all of their shares of Company common stock “FOR” each of the proposals to be considered and voted on at the special meeting.

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Proxies and Revocation

Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may virtually attend and vote at the special meeting. If your shares of Company common stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of Company common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote while in virtual attendance at the special meeting, or do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, your shares of Company common stock will not be voted on the proposal to adopt the merger agreement, which will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, and your shares of Company common stock will not have an effect on approval of the proposal to approve one or more adjournments of the special meeting or, assuming a quorum is present, on the non-binding advisory proposal regarding the “golden parachute” compensation that will or may be received by the Company’s named executive officers in connection with the merger.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by giving written notice of revocation to our Secretary, which must be filed with the Secretary by the time the special meeting begins, or by virtually attending and voting at the special meeting.

The Merger (Page 25)

The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the merger and will continue to do business following the merger. As a result of the merger, the Company will cease to be a publicly traded company and will be a direct wholly-owned subsidiary of Parent. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

Merger Consideration

In the merger, each outstanding share of Company common stock (except for certain shares owned by Parent, Merger Sub, the Company or any of their respective wholly-owned subsidiaries and shares owned by stockholders who have properly demanded appraisal rights, which we refer to collectively as the excluded shares) will be converted into the right to receive $35.00 in cash, without interest, which amount we refer to as the per share merger consideration, less any applicable withholding taxes.

Rollover

Dan Caruso, the Company’s Chief Executive Officer, Matt Steinfort, the Company’s Chief Financial Officer, and Jack Waters, the Company’s Chief Operating Officer, whom we refer to as the rollover executives, will contribute to a holding company of Parent an aggregate of approximately $111.5 million worth of shares of Company common stock or, in each executive’s sole discretion, vested or unvested restricted stock units granted under the Company’s stock incentive plan (each of which we refer to as a Company RSU), and, in exchange, they each would receive partnership interests in such holding company. Such contributions will be made pursuant to rollover letter agreements entered into by each of them with Parent. Other members of the Company management team may also be invited to participate in direct investments in amounts to be mutually agreed upon between such member and Parent. Prior to the effective time of the merger, Parent may initiate negotiations of these agreements and/or arrangements, and may enter into definitive agreements regarding the right to participate in the partnership interests of such holding company following the completion of the merger. Notwithstanding the foregoing, a member of management may decide not to invest in the partnership interests of such holding company or may invest more or less than the amount previously specified in the partnership interests of such holding company.

Reasons for the Merger; Recommendation of the Board of Directors (Page 53)

After careful consideration of various factors described in the section entitled “The Merger—Reasons for the Merger; Recommendation of the Board of Directors,” the board of directors, unanimously (i) determined that the merger is fair to, and in the best interests of, the Company and our stockholders, (ii) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and

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(iii) resolved that the merger agreement be submitted for consideration by the Company’s stockholders at a special meeting of stockholders and recommended that our stockholders vote to adopt the merger agreement. We refer to this recommendation as the Company recommendation.

In considering the recommendation of the board of directors with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that may be different from, or in addition to, yours. The board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the Company’s stockholders. For additional information, please refer to the section entitled “The Merger—Interests of Certain Persons in the Merger” beginning on page 74.

The board of directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the merger agreement, (ii) “FOR” the approval, on a non-binding advisory basis, of the “golden parachute” compensation that will or may be received by the Company’s named executive officers in connection with the merger, and (iii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement.

Opinion of the Company’s Financial Advisors (Page 56)

J.P. Morgan Securities LLC

On May 8, 2019, J.P. Morgan Securities LLC, which we refer to as J.P. Morgan, delivered its opinion to the board of directors that, as of May 8, 2019 and based upon and subject to the factors and assumptions set forth therein, the total consideration, to be paid to the holders of shares of Company common stock (other than the rollover executives) pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of J.P. Morgan dated May 8, 2019, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B-1 to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the transactions contemplated by the merger agreement, was directed only to the consideration to be paid in the transactions contemplated by the merger agreement and did not address any other aspect of the transactions contemplated by the merger agreement. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the transactions contemplated by the merger agreement. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the transactions contemplated by the merger agreement or any other matter.

Goldman Sachs & Co. LLC

Goldman Sachs & Co. LLC, which we refer to as Goldman Sachs, delivered its opinion to the board of directors that, as of May 8, 2019 and based upon and subject to the factors and assumptions set forth therein, the $35.00 in cash per share of Company common stock to be paid to the holders (other than Parent, the rollover executives and their respective affiliates) of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated May 8, 2019, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B-2. Goldman Sachs provided advisory services and its opinion for the information and assistance of the board of directors in connection with its consideration of the transactions contemplated by the merger agreement. The Goldman Sachs opinion is not a recommendation as to how any holder of the Company common stock should vote with respect to the transactions contemplated by the merger agreement or any other matter. Pursuant to an engagement letter between the Company and Goldman Sachs, the Company has agreed to pay Goldman Sachs a transaction fee that is estimated, based on the information available as of the date of the announcement, to be

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approximately $30,000,000, of which $3,000,000 became payable at the announcement of the transactions contemplated by the merger agreement, and the remainder of which is contingent upon consummation of the transactions contemplated by the merger agreement.

Financing of the Merger (Page 71)

Parent estimates that the total amount required to complete the merger and the related transactions and to pay related fees and expenses will be approximately $15.0 billion. Parent expects this amount to be funded through a combination of the following:

Debt Financing. Debt financing in an aggregate principal amount of (i) up to $9,015.0 million under senior secured term loan facilities and pursuant to issuances of senior unsecured notes (or a senior unsecured bridge facility), portions of which may be reallocated by Parent to a senior unsecured “holdco” bridge facility and/or delayed draw term loan facilities as described below, and (ii) up to $75.0 million under a $500.0 million multi-currency revolving credit facility.

For additional information, please refer to the section entitled “The Merger—Financing of the Merger—Debt Financing” beginning on page 71.

Equity Financing. Equity financing to be provided by the EQT Funds, DCP, DC Front Range and FMR (which we refer to as the equity financing sources when acting in such capacities) in an aggregate amount of up to approximately $6.4 billion to be funded at the closing of merger. “The Merger—Financing of the Merger—Equity Financing” beginning on page 71.
Cash. Cash on the Company’s balance sheet.

The consummation of the merger is not subject to a financing condition, although the funding of the equity financing and the debt financing are subject to satisfaction of the conditions set forth in the applicable commitment letter under which such financing will be provided.

Limited Guarantee and Termination Equity Commitment Letter

Parent has received a commitment letter, which we refer to as the termination equity commitment letter, from certain of the EQT Investors pursuant to which the EQT Investors have committed to provide funds to Parent for the purpose of paying the parent termination fee if the merger agreement is terminated by the Company under certain specified circumstances. For additional information regarding the parent termination fee, please refer to the section entitled “The Merger Agreement—Termination Fees” beginning on page 108. The obligation of the EQT Investors under the termination equity commitment letter with respect to the parent termination fee is subject to an aggregate cap equal to the amount of $193.3 million, plus certain costs and expenses of enforcement, if applicable.

DCP LP, itself and not through any alternative investment vehicles of DCP LP, and FMR have each provided a limited guarantee, each of which we refer to as a limited guarantee, pursuant to which DCP LP and FMR agree to pay a portion of the parent termination fee to the Company if the merger agreement is terminated by the Company under certain specified circumstances. For additional information regarding the parent termination fee, please refer to the section entitled “The Merger Agreement—Termination Fees” beginning on page 108. The obligation of DCP LP and FMR under the limited guarantees with respect to the parent termination fee is subject to an aggregate cap equal to the amount of $193.3 million and $32.8 million respectively, plus certain costs and expenses of enforcement, if applicable.

For a more complete description, please refer to the section entitled “The Merger—Limited Guarantee and Termination Equity Commitment Letter” beginning on page 72.

Interests of Certain Persons in the Merger (Page 74)

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 may be different from, or in addition to, your interests as a stockholder. The board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the Company’s stockholders. These interests generally include, among other things, the rights to accelerated vesting and payout of certain

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restricted stock units and potential payments and benefits in connection with a qualifying termination of employment on or following the closing date of the merger, and also continued indirect ownership of the Company by the Company’s chief executive officer, chief financial officer and chief operating officer following the closing date of the merger, as described in more detail under the section entitled “The Merger—Interests of Certain Persons in the Merger” beginning on page 74.

Material U.S. Federal Income Tax Consequences of the Merger for U.S. Holders (Page 81)

The exchange of Company common stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. holder (as defined herein) of Company common stock who exchanges shares of Company common stock for cash in the merger generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares.

This proxy statement contains a general discussion of U.S. federal income tax consequences of the merger. This description does not address any non-U.S. tax consequences, nor does it pertain to state, local or other tax consequences. Consequently, you are urged to contact your own tax advisor to determine the particular tax consequences to you of the merger.

Regulatory Approvals and Notices (Page 83)

The completion of the merger is subject to obtaining antitrust approvals in the United States, the European Union, and any additional jurisdictions where required and advisable among the parties’ counsel. Under the terms of the merger agreement, the merger cannot be completed until approval by the Committee on Foreign Investment in the United States, which we refer to as CFIUS, is obtained. Completion of the merger is further subject to receipt of certain other foreign direct investment review approvals, including notification, clearance and/or expiration or termination of any applicable waiting period in Canada, Australia, France, and Italy. On May 17, 2019, a foreign investment filing was made with the Italian government and on May 31, 2019, the Italian Council of Ministers unconditionally approved the transaction. On May 30, 2019 and May 31, 2019, the required antitrust filings were made in the United States, the 30-day waiting period with respect to which all expire at is 11:59 p.m. Eastern time on Monday, July 1, 2019. EQT and Digital Colony intend to withdraw their respective HSR filings effective July 1, 2019 and refile no later than July 3, 2019, beginning a new 30-day waiting period. On June 6, 2019, the Company and Parent submitted a draft joint voluntary notice under the Defense Production Act of 1950, as amended, to seek written notice from CFIUS approving the merger. The Company and Parent have received comments from CFIUS staff on the draft notice and will file a joint voluntary final notice, which when accepted will commence the CFIUS review process.

In addition, the consummation of the transactions contemplated by the merger agreement is subject to the receipt by the parties to the merger agreement of approvals from the Federal Communications Commission, which we refer to as the FCC, and various state public utility commissions. The FCC will not issue its approval until it receives the consent of certain executive branch government agencies that undertake a thorough national security and law enforcement review of FCC-notified transactions involving potential foreign ownership of U.S. telecommunications assets. These agencies include the Department of Justice, Federal Bureau of Investigation, Department of Homeland Security, and Department of Defense, which we refer to collectively as Team Telecom. On June 14, 2019, the Company and Parent filed applications to the FCC for approval of the indirect transfer of control of companies holding FCC authorizations to operate as domestic and international common carriers and authorization to land submarine cables in the United States. On June 13, 2019, the Company and Parent also filed an application for transfer approval at the California Public Utilities Commission. On June 20, 2019, the Company and Parent filed the wireless FCC transfer of control applications and the related Petition for Declaratory Ruling (regarding foreign ownership of wireless common carrier licenses). On June 21, 2019, the Company and Parent filed an application for approval of a transfer of control with the New York Department of Public Service. On June 24, 2019, the Company and Parent filed applications for approval of a transfer of control with the Public Utilities Commission of Colorado, the Hawaii Public Utilities Commission, and the New Jersey Board of Public Utilities. The Company and Parent have applied or are applying, as required, to other state public utility commissions for transfer approvals.

The Company and Parent have applied, or are applying, for these domestic and international antitrust, foreign direct investment, national security and regulatory approvals in connection with the transactions

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contemplated by the merger agreement. There can be no assurance as to if and when any of these approvals will be obtained or as to the conditions or limitations that such approvals may contain or impose. For a more complete description, please refer to the section entitled “The Merger—Regulatory Approvals and Notices” beginning on page 83.

Legal Proceedings Regarding the Merger (Page 85)

Following the filing of the preliminary proxy statement on June 3, 2019, the following complaints were filed in the United States District Court for the District of Delaware against Zayo and its directors: on June 7, 2019, a purported Zayo stockholder filed a putative class action complaint, captioned Scarantino v. Zayo Group Holdings, Inc., et al., Case No. 1:19-cv-01068-RGA; on June 12, 2019, a purported Zayo stockholder filed a complaint, captioned Klein v. Zayo Group Holdings, Inc., et al., Case No. 1:19-cv-01085-RGA; on June 17, 2019, a purported Zayo stockholder filed a putative class action complaint, captioned Duggan v. Zayo Group Holdings, Inc., et al., Case No. 1:19-cv-01112-RGA; and on June 18, 2019, a purported Zayo stockholder filed a putative class action complaint, captioned, Dixon v. Zayo Group Holdings, Inc., et al., Case No. 1:19-cv-01123-UNA. The complaints assert claims for violations of Section 14(a) of the Exchange Act and SEC Rule 14a-9 against Zayo and its directors, and claims for violations of Section 20(a) of the Exchange Act against the Zayo directors. The complaint captioned Duggan v. Zayo Group Holdings, Inc., et al., Case No. 1:19-cv-01112-RGA also asserts a claim for violations of 17 C.F.R. §244.100 against Zayo and its directors. The complaints allege, among other things, that Zayo and its directors disseminated an allegedly false and materially misleading proxy statement. The complaints seek, among other things, to enjoin the merger, a declaration that the proxy statement violated federal securities laws, unspecified damages, and an award of attorneys’ and experts’ fees.

On June 17, 2019, a purported Zayo stockholder filed a complaint, captioned Graves v. Zayo Group Holdings, Inc., et al., Case No. 1:19-cv-01747-KLM, and on June 21, 2019, another purported Zayo stockholder filed a complaint, captioned Karels v. Zayo Group Holdings, Inc., et al., Case No. 1:19-cv-01809-MEH, against Zayo and its directors in the United States District Court for the District of Colorado. The complaints assert claims for violations of Section 14(a) and SEC Rule 14a-9 against Zayo and its directors, and claims for violations of Section 20(a) of the Exchange Act against the Zayo directors. The complaints allege, among other things, that Zayo and its directors disseminated an allegedly false and materially misleading proxy statement. The complaints seek, among other things, to enjoin the merger, unspecified damages, and an award of attorneys' and experts' fees.

On June 18, 2019, another purported Zayo stockholder filed a putative class action complaint, captioned Saroop v. Zayo Group Holdings, Inc., et al., Case No. 2019CV30601, against Zayo and its directors in the District Court of Boulder County, Colorado. The complaint asserts a claim for breach of fiduciary duty against Zayo and its directors. The complaint alleges, among other things, that the directors breached their fiduciary duties in connection with the merger due to certain deal protection provisions in the merger agreement and potential conflicts of interest, and disseminated a materially misleading proxy statement. The complaint seeks, among other things, to enjoin the merger, a declaration that the merger was entered into in breach of fiduciary duty, rescission and invalidation of the merger agreement or other agreements entered into in connection with or in furtherance of the merger, and an award of attorneys’ and experts’ fees.

The Merger Agreement (Page 87)

Treatment of Common Stock and Restricted Stock Units

Common Stock. At the effective time of the merger, each share of Company common stock issued and outstanding (except for the excluded shares) will convert into the right to receive the per share merger consideration of $35.00 in cash, without interest, less any applicable withholding taxes.
Restricted Stock Units. At the effective time of the merger, each award of a Company RSU shall be treated as follows, except as otherwise expressly agreed to in writing prior to the effective time of the merger by Parent and a holder of Company RSUs:
Each Company RSU that was granted prior to the date of the merger agreement and which is outstanding and unvested immediately prior to the effective time (treating for this purpose any ongoing performance-based vesting condition to which any award of Company RSUs is subject as deemed to be earned based on actual performance) will be canceled and converted into the right to

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receive a cash amount equal to $35.00, without interest, for each share of Company common stock then subject to such Company RSU, which we refer to as the Company RSU Consideration, less any applicable withholding taxes, which cash amount will be paid as promptly as practicable following the effective time, but no later than the payment date for the first full payroll cycle following the closing date of the merger;

Each Company RSU that is granted during the period commencing on the date of the merger agreement and ending immediately prior to the effective time, which we refer to as the Interim Period, in accordance with, and as expressly provided by, the merger agreement and which is outstanding and unvested immediately prior to the effective time treating for this purpose any ongoing performance-based vesting condition to which any such award of Company RSUs is subject as deemed satisfied based on the greater of the number of Company RSUs subject to such award based on its targeted value or the number of Company RSUs deemed to be earned based on actual performance, with the resulting number of Company RSUs remaining subject to the continued time-based vesting requirements applicable to such award will be canceled and converted into the right to receive a cash amount equal to the Company RSU Consideration with respect to each share of Company common stock issuable under such Company RSU (which we refer to as a restricted cash award). The restricted cash award will vest and become payable, less any applicable withholding taxes, by the surviving corporation subject to and in accordance with the time-vesting schedule and issuance or delivery schedule applicable to such Company RSU as in effect immediately prior to the effective time; and
Any Company RSU that is outstanding and vested but unsettled immediately prior to the effective time will be canceled and converted into the right to receive a cash amount equal to the Company RSU Consideration, less any applicable withholding taxes, which cash amount will be paid as promptly as practicable following the effective time, but no later than the payment date for the first full payroll cycle following the closing date of the merger.

For a more complete description of the treatment of Company RSUs in the merger, please refer to the section entitled “The Merger Agreement—Treatment of Company Common Stock and Restricted Stock Units” beginning on page 89.

Solicitation of Acquisition Proposals; Company Recommendation

Pursuant to the merger agreement, the Company will not solicit, initiate, assist or knowingly encourage or facilitate alternative acquisition proposals (as defined below) from third parties or any inquiry, proposal or offer or other effort or attempt that is reasonably likely to lead to an alternative acquisition proposal, including by way of providing information with the intent of encouraging, facilitating or assisting an alternative acquisition proposal, or entering into, engaging in or maintaining discussions or negotiations with third parties with respect to alternative acquisition proposals.

Notwithstanding these restrictions, under certain circumstances, until the earlier of the termination of the merger agreement and the receipt of stockholder approval, the Company and its representatives may provide information in response to a request therefor by a person who has made a bona fide written alternative acquisition proposal, and engage in negotiations or discussions with any person who has made a bona fide written alternative acquisition proposal following execution of an acceptable confidentiality agreement, if in each case, the board of directors determines in good faith (after consultation with outside legal counsel) that the failure to take such action would reasonably be expected to be inconsistent with their fiduciary duties under applicable law, and (after consultation with its financial advisor and outside legal counsel) that the alternative acquisition proposal constitutes a superior proposal (as defined below) or would reasonably be expected to lead to a superior proposal. Prior to the time the stockholder approval is obtained, if the board of directors determines that an alternative acquisition proposal is a superior proposal, the board of directors may effect a change of recommendation (as defined below) in response to a superior proposal or intervening event (as defined below) or may terminate the merger agreement and pay a termination fee pursuant to the terms of the merger agreement; provided that the Company provides at least four business days’ prior written notice to Parent and Merger Sub of its intention to effect a change of recommendation or terminate the merger agreement. The Company must then negotiate in good faith with Parent and Merger Sub (to the extent Parent and Merger Sub desire to negotiate)

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during such period to make such revisions to the merger agreement as would permit the board of directors not to take such action with respect to a superior proposal. For a more complete description, please refer to the section entitled “The Merger Agreement—Termination Fees” beginning on page 108.

Conditions to the Merger

The respective obligations of the Company, Parent and Merger Sub to consummate the merger are subject to the satisfaction or waiver of certain customary conditions, including the approval of the merger agreement by our stockholders, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which we refer to as the HSR Act, as amended, review and clearance by the Committee on Foreign Investment in the United States, the receipt of certain foreign antitrust approvals, certain other foreign direct investment review approvals, and subject to the receipt of specified FCC and state public utility commission approvals, the absence of any order or law that is in effect that prohibits the merger, the accuracy of the representations and warranties of the parties, the compliance by the parties with their respective obligations under the merger agreement and the delivery of certain closing documents. The obligation of Parent and Merger Sub to consummate the merger is also subject to the absence of any occurrences, from the date of the merger agreement until the effective time of the merger, that, individually or in the aggregate, have had and continue to have, or would reasonably be expected to have, a material adverse effect, as described under the section entitled “The Merger Agreement—Representations and Warranties” beginning on page 92 (with customary exclusions, and excluding matters contained in the disclosure schedules that we delivered to Parent in connection with the merger agreement).

Termination

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger (whether before or, except as otherwise specified in Section 6.1 of the merger agreement, after the approval of the merger agreement by the Company’s stockholders):

by mutual written consent of the Company and Parent, duly authorized by each of their respective boards of directors;
by either Parent or the Company, if:
the merger has not been consummated by May 8, 2020, which we refer to as the End Date; provided that if (i) on such date all closing conditions are satisfied or waived other than (a) the expiration or termination of the required waiting periods under the HSR Act, clearance by the Committee on Foreign Investment in the United States, the receipt of certain foreign antitrust approvals, certain other foreign direct investment review approvals, or the receipt of specified FCC and state public utility commission approvals and (b) those conditions, which by their nature are to be satisfied at the closing, each of which is, as of such date, capable of being satisfied if the closing were to occur at such time, then the End Date will be automatically extended to August 8, 2020, and (ii) the failure of the merger to have been consummated on or before that date was not caused by the failure of the terminating party to perform any of its obligations under the merger agreement;
an injunction or other order prohibiting the merger is in effect and has become final and non-appealable or any applicable law prohibits the consummation of the merger; provided that the imposition of that injunction or other order was not caused by the failure of the terminating party to perform any of its obligations under the merger agreement; or
the Company’s stockholders have not adopted the merger agreement at the special meeting or at any adjournment or postponement thereof at which a vote on the approval of the merger agreement was taken;
by the Company, if:
at any time prior to the approval of the merger agreement by our stockholders and after complying the procedures required by the merger agreement, the board of directors authorizes the Company to enter into an alternative acquisition agreement with respect to a superior proposal; provided that (i) substantially concurrently with the termination of the merger agreement, we enter into the alternative

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acquisition agreement with respect to the superior proposal and (ii) the Company pays Parent the applicable termination fee described under the section entitled “The Merger Agreement—Termination Fees” beginning on page 108 prior to or substantially concurrently with that termination;

there is an inaccuracy or there has been a breach of a representation, warranty or material covenant made by Parent or Merger Sub in the merger agreement which breach would give rise to the failure of the condition to the closing of the merger relating to the accuracy of the representations and warranties of Parent and Merger Sub or compliance by Parent and Merger Sub with their obligations under the merger agreement, and that breach is not cured in all material respects within 30 days after written notice thereof is given by the Company to Parent; or
(i) the conditions to the obligations of Parent and Merger Sub to consummate the merger have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the closing of the merger), (ii) Parent and Merger Sub fail for any reason to consummate the closing of the merger within three business days following the date on which the closing of the merger should have occurred under the merger agreement and (iii) the Company stood ready, willing and able to consummate the merger through the end of the three business day period.
by Parent, if:
the board of directors effects a change of recommendation by (i) withholding, withdrawing, qualifying or modifying (or publicly proposing to withhold, withdraw, qualify or modify), in a manner adverse to Parent, the Company recommendation with respect to the merger, or adopting, approving or recommending to adopt, approve or recommend (publicly or otherwise) an alternative acquisition proposal, or failing to reaffirm the Company recommendation within the earlier of three business days prior to the stockholders meeting and five business days after receiving a written request to do so from Parent, or taking any action or making any recommendation or public statement in connection with a tender offer or exchange offer, other than a recommendation against that offer or a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, (in which the board of directors indicates that it has not changed the Company recommendation), or fail to, prior to 3:00 p.m. (New York City time) on the earlier of the 10th business day following commencement of such tender offer or exchange offer and three business days prior to the stockholders meeting, unequivocally recommend against acceptance of such offer and affirm the Company recommendation or cause or permit the Company to enter into an alternative acquisition agreement; or take any action pursuant to the terms of the termination fee provisions of the merger agreement; or otherwise resolve, agree in writing or publicly propose to take any of the foregoing actions; or
there is an inaccuracy or there has been a breach of a representation, warranty or material covenant made by the Company in the merger agreement which breach would give rise to the failure of the condition to closing of the merger relating to the accuracy of the representations and warranties of the Company or compliance by the Company with its obligations under the merger agreement, and that breach is not cured in all material respects within 30 days after written notice thereof is given by Parent to the Company.

Termination Fees

If the merger agreement is terminated in certain circumstances described under the section entitled “The Merger Agreement—Termination Fees” beginning on page 108:

the Company may be obligated to pay a termination fee of approximately $210 million;
the Company may be obligated to pay a fee of up to $10 million in the event that the merger agreement terminates because the End Date has passed and the stockholders meeting never occurred or the stockholders meeting occurred but the stockholder approval was not obtained; provided that, in the event the Company has to pay a termination fee, such termination fee shall be reduced by the amount paid in accordance with this bullet; or
Parent may be obligated to pay the Company a termination fee of approximately $419 million.

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Remedies; Specific Performance

Except as otherwise set forth in the merger agreement, the Company, Parent and Merger Sub agree that any and all remedies expressly conferred upon a party in the merger agreement will be deemed cumulative with and not exclusive of any other remedy conferred, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. Each party will be entitled to specific performance and injunctive relief as a remedy for any breach of the specific terms of the merger agreement including an injunction restraining any breach or violation or threatened breach or violation of the provisions of the merger agreement and to enforce specifically the terms and provisions of the merger agreement exclusively in the Court of Chancery of the State of Delaware or if such state court does not have jurisdiction over such legal proceeding, in the United States District Court for the District of Delaware.

Notwithstanding anything to the contrary in the merger agreement, the Company will be entitled to obtain specific performance of Parent’s and Merger Sub’s obligations to consummate the merger and, if so desired, to cause the equity financing to be funded only in the event that the certain conditions set forth in the merger agreement are satisfied. Prior to the termination of the merger agreement, while the Company may pursue both a grant of specific performance pursuant to the terms of the merger agreement and the payment of the Parent termination fee as set forth in the merger agreement, Parent or Merger Sub will not be obligated to both specifically perform under the terms of the merger agreement and pay the Parent termination fee. In the event that a party to the merger agreement fails to effect the closing, breaches the merger agreement or fails to perform under the merger agreement, then, except for an order of specific performance prior to the termination of the merger agreement under the terms set forth in the merger agreement, the other party will be entitled to (a) terminate the merger agreement and receive the termination fee and (b) seek monetary damages in an amount that does not exceed the termination fee.

Market Price of Company Common Stock (Page 115)

The closing price of the Company common stock on the New York Stock Exchange, which we refer to as the NYSE, on May 7, 2019, the last trading day prior to the announcement of the merger, was $30.62 per share of Company common stock. On June 25, 2019, the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price of the Company common stock on the NYSE was $33.00 per share of Company common stock. You are encouraged to obtain current market quotations for Company common stock in connection with voting your shares of Company common stock.

Appraisal Rights (Page 118)

Under Section 262 of the General Corporation Law of the State of Delaware, which we refer to as the DGCL, our stockholders who do not vote for the approval of the merger agreement will have the right to seek appraisal of the fair value of their shares of common stock in cash as determined by the Delaware Court of Chancery, but only if they comply fully with all of the applicable requirements of the DGCL, which are summarized in this proxy statement. Any appraisal amount determined by the court could be more than, the same as, or less than the value of the merger consideration. Any stockholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to the Company before the vote on the approval of the merger agreement and must not vote or otherwise submit a proxy in favor of adoption of the merger agreement. Failure to follow exactly the procedures specified under the DGCL will result in the loss of appraisal rights. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. The discussion of appraisal rights contained in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached to this proxy statement as Annex C.

Deregistration and Delisting (Page 111)

If the merger is completed, the Company common stock will be delisted from the NYSE and deregistered under the Exchange Act. Thereafter, we will no longer file periodic reports with the Securities and Exchange Commission, which we refer to as the SEC, on account of the Company common stock.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the section entitled “Summary” beginning on page 1 and the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement, which you should read carefully and in their entirety.

Q.What is the proposed transaction and what effects will it have on the Company?
A.The proposed transaction is the acquisition of the Company by Parent pursuant to the merger agreement. If the proposal to adopt the merger agreement is approved by our stockholders and the other closing conditions under the merger agreement have been satisfied or waived, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation. As a result of the merger, the Company will become a direct wholly-owned subsidiary of Parent and will no longer be a publicly held corporation, and you will no longer have any interest in our future earnings or growth. In addition, the Company common stock will be delisted from the NYSE and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of the Company common stock, though Zayo Group LLC may continue to file public reports to the extent it still holds public debt.
Q.What will I receive if the merger is completed?
A.Upon completion of the merger, you will be entitled to receive the per share merger consideration of $35.00 in cash, without interest, less any applicable withholding taxes, for each share of Company common stock that you own, unless you have properly exercised and not effectively withdrawn or otherwise lost your appraisal rights under the DGCL with respect to those shares. For example, if you own 100 shares of Company common stock, you will receive $3,500.00 in cash in exchange for your shares of Company common stock, less any applicable withholding taxes. You will not own any shares of the capital stock in the surviving corporation.
Q.How does the per share merger consideration compare to the market price of Company common stock prior to announcement of the merger?
A.The per share merger consideration represents a premium of approximately 14% to the closing share price of Company common stock on May 7, 2019, the last trading day prior to the announcement of the merger, a premium of approximately 48% to the closing share price of Company common stock on November 16, 2018, the last unaffected trading day prior to media speculation regarding a potential acquisition of the Company and a premium of approximately 32% to the volume-weighted average price per share of Company common stock for the six months ended May 6, 2019.
Q.How does the board of directors recommend that I vote?
A.The board of directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the merger agreement, (ii) “FOR” the proposal to approve, on a non-binding basis, the “golden parachute” compensation that will or may be received by the Company’s named executive officers in connection with the merger, and (iii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, to solicit additional proxies.
Q.When do you expect the merger to be completed?
A.Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the proposal to adopt the merger agreement, we anticipate that the merger will be completed in first half of calendar year 2020.
Q.What happens if the merger is not completed?
A.If the merger agreement is not adopted by our stockholders or if the merger is not completed for any other reason, our stockholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, we will remain an independent public company, and Company common

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stock will continue to be listed and traded on the NYSE. Under specified circumstances, we may be required to pay to Parent, or may be entitled to receive from Parent, a fee with respect to the termination of the merger agreement, as described under the section entitled “The Merger Agreement—Termination Fees” beginning on page 108.

Q.Is the merger expected to be taxable to me?
A.Yes. The exchange of shares of Company common stock for cash pursuant to the merger will generally be a taxable transaction to U.S. holders of Company common stock for U.S. federal income tax purposes. If you are a U.S. holder and your shares of Company common stock are converted into the right to receive cash in the merger, you will generally recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to those shares (determined before deduction of any applicable withholding taxes) and your adjusted tax basis in your shares of Company common stock. You should read the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger for U.S. Holders” beginning on page 81 for the definition of “U.S. holder” and a more detailed discussion of the U.S. federal income tax consequences of the merger. You should also consult your tax advisor for a complete analysis of the effects of the merger on your U.S. federal, state, local and/or foreign taxes.
Q.Do any of the Company’s directors or officers have interests in the merger that may differ from or be in addition to my interests as a stockholder?
A.Yes. In considering the recommendation of the board of directors with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of our stockholders generally. The board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the Company’s stockholders. These interests generally include, among other things, the rights to accelerated vesting and payout of certain restricted stock units and potential payments and benefits in connection with a qualifying termination of employment on or following the closing date of the merger, and also continued indirect ownership of the Company by the Company’s chief executive officer, chief financial officer and chief operating officer following the closing date of the merger, as described in more detail under the section entitled “The Merger—Interests of Certain Persons in the Merger” beginning on page 74.
Q.Why am I receiving this proxy statement and proxy card or voting instruction form?
A.You are receiving this proxy statement and proxy card or voting instruction form because you own shares of Company common stock. This proxy statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of Company common stock with respect to those matters.
Q.When and where is the special meeting
A. The special meeting of Company’s stockholders will be held virtually via live webcast on July 26, 2019 at 8:00 a.m. Mountain time.
Q.What am I being asked to vote on at the special meeting?
A.You are being asked to consider and vote on (i) a proposal to adopt the merger agreement that provides for the acquisition of the Company by Parent, (ii) a proposal approving, on a non-binding advisory basis, the “golden parachute” compensation that the Company’s named executive officers will or may receive in connection with the merger, and (iii) a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.
Q.What vote is required for the Company’s stockholders to approve the proposal to adopt the merger agreement?
A.The approval of the merger agreement requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock outstanding at the record date that are entitled to vote thereon.

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Because the affirmative vote required to approve the proposal to adopt the merger agreement is based upon the total number of outstanding shares of Company common stock, if you fail to submit a proxy or virtually attend and vote at the special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, this will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

Q.Why am I being asked to cast a non-binding advisory vote to approve the “golden parachute” compensation that will or may become payable to the Company’s named executive officers in connection with the merger?
A.SEC rules require the Company to seek a non-binding, advisory vote regarding compensation that will or may become payable by the Company to its named executive officers in connection with the merger.
Q.What is the compensation that will or may become payable to the Company’s named executive officers in connection with the merger for purposes of this advisory vote?
A:The compensation that will or may become payable by the Company to its named executive officers in connection with the merger is certain compensation that is based on or otherwise relates to the merger and is or may become payable to the Company’s named executive officers. For further details, please refer to the section entitled “Proposal 2: Advisory Vote Regarding Certain Executive Compensation” beginning on page 113.
Q.What will happen if our stockholders do not approve the “golden parachute” compensation that will or may become payable by the Company to its named executive officers in connection with the merger at the special meeting?
A.Approval of the “golden parachute” compensation that the Company’s named executive officers will or may receive in connection with the merger is not a condition to completion of the merger. The vote with respect to the “golden parachute” compensation is an advisory vote and will not be binding on the Company. Therefore, if the merger is approved by our stockholders and completed, the “golden parachute” compensation that will or may become payable by the Company to its named executive officers in connection with the merger may still be paid to the named executive officers if and when due.
Q.What vote of our stockholders is required to approve the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, to solicit additional proxies?
A.Approval of the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, for the purpose of soliciting additional proxies requires the affirmative vote of a majority of the votes cast by stockholders in virtual attendance at the special meeting or represented by proxy and entitled to vote on the matter at the special meeting, whether or not a quorum is present.

If you fail to submit a proxy or to virtually attend and vote at the special meeting or if your shares of Company common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee on how to vote your shares of Company common stock, your shares of Company common stock will not be voted, but this will not have an effect on the proposal to approve one or more adjournments of the special meeting.

Q.Who can vote at the special meeting?
A. All of our holders of Company common stock of record as of the close of business on June 21, 2019, the record date for the special meeting, are entitled to receive notice of, and to vote at, the special meeting. Each holder of Company common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of Company common stock that the holder owned as of the record date.

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Q.What is a quorum?
A.A majority of the shares of Company common stock outstanding at the close of business on the record date and entitled to vote, in virtual attendance or represented by proxy, at the special meeting constitutes a quorum for the purposes of the special meeting. Abstentions are counted as present for the purpose of determining whether a quorum is present.
Q.How do I vote?
A.If you are a stockholder of record, you may have your shares of Company common stock voted on matters presented at the special meeting in any of the following ways:
you may virtually attend and vote at the special meeting;
by proxy—stockholders of record have a choice of voting by proxy:
over the Internet—the website for Internet voting is on your proxy card;
by using a toll-free telephone number noted on your proxy card; or
by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope.

If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to virtually attend and vote at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee.

A control number, located on your proxy card, is designed to verify your identity and to confirm that your voting instructions have been properly recorded when voting over the Internet or by telephone. Please be aware that if you vote over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.

Q.What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A.If your shares of Company common stock are registered directly in your name with our transfer agent, Broadridge Financial Solutions, Inc., you are considered, with respect to those shares of Company common stock, as the “stockholder of record.” This proxy statement, and your proxy card, have been sent directly to you by the Company.

If your shares of Company common stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares of Company common stock held in street name. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Company common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares of Company common stock by following their instructions for voting.

Q.If my shares of Company common stock are held in “street name” by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee vote my shares of Company common stock for me?
A.Your bank, brokerage firm or other nominee will only be permitted to vote your shares of Company common stock if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares of Company common stock. If you do not instruct your bank, brokerage firm or other nominee to vote your shares of Company common stock, your shares of Company common stock will not be voted and the effect will be the same as a vote “AGAINST” the proposal to adopt the merger agreement, and your shares of Company common stock will not have an effect on the proposal to approve one or more adjournments of the special meeting or, assuming a quorum is present, on the non-binding advisory proposal regarding the “golden parachute” compensation that certain executive officers of the Company will or may receive in connection with the merger.

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Q.How can I change or revoke my vote?
A.You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by giving written notice of revocation to our Secretary, at the Company’s offices located at 1821 30th Street, Unit A, Boulder, CO 80301, or by virtually attending and voting at the special meeting.
Q.What is a proxy?
A.A proxy is your legal designation of another person, which we refer to as a proxy, to vote your shares of Company common stock. The written document describing the matters to be considered and voted on at the special meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Company common stock is called a “proxy card.”
Q.If a stockholder gives a proxy, how are the shares of Company common stock voted?
A.Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares of Company common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Company common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

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 “FOR” the proposal to adopt the merger agreement, “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, to solicit additional proxies and “FOR” the non-binding advisory proposal regarding the “golden parachute” compensation that certain executive officers of the Company will or may receive in connection with the merger.

Q.How are votes counted?
A.For the proposal to adopt the merger agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes, if any, will have the same effect as votes “AGAINST” the proposal to adopt the merger agreement.

For the proposal to approve, on a non-binding advisory basis, the “golden parachute” compensation that certain executive officers of the Company will or may receive in connection with the merger, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Assuming a quorum is present, abstentions and broker non-votes, if any, will have no effect on the proposal to approve the non-binding advisory vote on the “golden parachute” compensation that certain executive officers of the Company will or may receive in connection with the merger.

For the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, to solicit additional proxies, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes, if any, will have no effect on the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, to solicit additional proxies.

Q.What do I do if I receive more than one proxy or set of voting instructions?
A.If you hold shares of Company common stock in “street name” and also directly as a record holder or otherwise, you may receive more than one proxy and/or set of voting instructions relating to the special meeting. These should each be voted and returned separately in accordance with the instructions provided in this proxy statement in order to ensure that all of your shares of Company common stock are voted.
Q.What happens if I sell my shares of Company common stock before the special meeting?
A. The record date for stockholders entitled to vote at the special meeting is June 21, 2019, which is earlier than both the date of the special meeting and the consummation of the proposed merger. If you transfer your shares of Company common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer

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your shares and each of you notifies the Company in writing of those special arrangements, you will retain your right to vote those shares at the special meeting but will transfer the right to receive the per share merger consideration to the person to whom you transfer your shares. In addition, if you transfer your shares of Company common stock before the special meeting and thus do not continuously hold your shares of Company common stock through the effective date of the merger, you will lose your appraisal rights under Delaware law. For a more complete description, please refer to the section entitled “Appraisal Rights” beginning on page 118.

Q.Who will solicit and pay the cost of soliciting proxies?
A.The Company has engaged Innisfree to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay Innisfree a fee of approximately $20,000 and will reimburse Innisfree for reasonable out-of-pocket expenses and will indemnify it and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company may also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Company common stock for their expenses in forwarding soliciting materials to beneficial owners of Company common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:What will the holders of Company RSUs receive in the merger?
A:At the effective time of the merger, each Company RSU shall be treated as follows, except as otherwise expressly agreed to in writing prior to the effective time of the merger by Parent and a holder of Company RSUs:
Each Company RSU that was granted prior to the date of the merger agreement and which is outstanding and unvested immediately prior to the effective time (treating for this purpose any ongoing performance-based vesting condition to which any award of Company RSUs is subject as deemed to be earned based on actual performance) will be canceled and converted into the right to receive a cash amount equal to the Company RSU Consideration, less any applicable withholding taxes, which cash amount will be paid as promptly as practicable following the effective time, but no later than the payment date for the first full payroll cycle following the closing date of the merger.
Each Company RSU that is granted during the Interim Period in accordance with, and as expressly provided by, the merger agreement and which is outstanding and unvested immediately prior to the effective time (treating for this purpose any ongoing performance-based vesting condition to which any such award of Company RSUs is subject as deemed satisfied based on the greater of the number of Company RSUs subject to such award based on its targeted value or the number of Company RSUs deemed to be earned based on actual performance, with the resulting number of Company RSUs remaining subject to the continued time-based vesting requirements applicable to such award) will be canceled and converted into a restricted cash award in an amount equal to the Company RSU Consideration with respect to each share of Company common stock issuable under such Company RSU. The restricted cash award will vest and become payable, less any applicable withholding taxes, by the surviving corporation subject to and in accordance with the time-vesting schedule and issuance or delivery schedule applicable to such Company RSU as in effect immediately prior to the effective time.
Any Company RSU that is outstanding and vested but unsettled immediately prior to the effective time will be canceled and converted into the right to receive a cash amount equal to the Company RSU Consideration, less any applicable withholding taxes, which cash amount will be paid as promptly as practicable following the effective time, but no later than the payment date for the first full payroll cycle following the closing date of the merger.

For details on the treatment of Company RSUs in the merger, please refer to the section entitled “The Merger Agreement—Treatment of Company Common Stock and Restricted Stock Units” beginning on page 89.

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Q.What do I need to do now?
A.Even if you plan to virtually attend the special meeting, after carefully reading and considering the information contained in this proxy statement, please vote promptly to ensure that your shares of Company common stock are represented at the special meeting. If you hold your shares of Company common stock in your own name as the stockholder of record, please vote your shares of Company common stock by (i) completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope, (ii) using the telephone number printed on your proxy card or (iii) using the Internet voting instructions printed on your proxy card. If you decide to virtually attend and vote at the special meeting, your vote by ballot will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you.
Q.Should I send in my stock certificates now?
A.No. You will be sent a letter of transmittal promptly after the completion of the merger, describing how you may exchange your shares of Company common stock for the per share merger consideration. Please do NOT return your stock certificate(s) with your proxy.
Q.Am I entitled to exercise appraisal rights under the DGCL instead of receiving the per share merger consideration for my shares of Company common stock?
A.If the merger is completed, stockholders who do not vote in favor of the approval 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 of the DGCL. This means that holders of shares of our common stock 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 on the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex C to this proxy statement. For a more complete description, please refer to the section entitled “Appraisal Rights” beginning on page 118.
Q.Who can help answer my other questions?
A.If you have additional questions about the merger, require assistance with voting your proxy card, or need additional copies of any proxy materials, please contact Innisfree M&A Incorporated, our proxy solicitor, which we refer to as Innisfree, at (888) 750-5834 (toll-free from the U.S. and Canada), or +1 (412) 232-3651 (from other locations). Banks and brokers may call collect at (212) 750-5833.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

Certain statements made herein, including, for example, statements regarding the benefits of the transaction, certainty of the transaction, the anticipated timing of the transaction and future results or expectations of the Company, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, which we refer to as the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. These forward-looking statements typically include words such as “believes,” “expects,” “plans,” “intends,” “estimates,” “projects,” “could,” “may,” “will,” “should,” or “anticipates” or the negatives thereof, other variations thereon or comparable terminology. No assurance can be given that future results expressed or implied by the forward-looking statements will be achieved, and actual results may differ materially from those contemplated by the forward-looking statements. Such statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, many of which are beyond our control, and are not guarantees of future results or achievements. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its businesses or operations. As a result, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements:

the occurrence of any event, change or other circumstances that could give rise to the delay or termination of the merger agreement;
the outcome or length of any legal proceedings that have been, or will be, instituted related to the merger agreement;
the inability to complete the merger due to the failure to timely or at all obtain stockholder approval for the merger or the failure to satisfy other conditions to completion of the merger, including the receipt on a timely basis or at all of any required regulatory clearances related to the merger;
the failure of Parent to obtain or provide on a timely basis or at all the necessary financing as set forth in the equity commitment letters delivered pursuant to the merger agreement;
risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger;
the effects of local and national economic, credit and capital market conditions on the economy in general; and
the other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the SEC as described below.

The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive. For additional information concerning these and other factors that could affect our forward-looking statements, please refer to our risk factors, as they may be amended from time to time, set forth in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2018, and in any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K or other filings with the SEC. Our SEC filings are available publicly on the SEC’s website at www.sec.gov, on the Company’s website at https://investors.zayo.com or by contacting the investor relations department of the Company. Except to the extent required by applicable law, we disclaim any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the board of directors for use at the special meeting to be held virtually via live webcast on July 26, 2019, at 8:00 a.m., Mountain time, or at any postponement, recess or adjournment thereof. At the special meeting, holders of Company common stock will be asked to approve the proposal to adopt the merger agreement, to approve the non-binding advisory proposal regarding the “golden parachute” compensation that will or may be received by certain executive officers of the Company in connection with the merger, and to approve the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

Our stockholders must approve the proposal to adopt the merger agreement in order for the merger to occur. If our stockholders fail to approve the proposal to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully in its entirety.

Recommendation of the Board of Directors

The board of directors, at a meeting held on May 7, 2019, unanimously (i) resolved that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of the merger agreement by the Company, and the transactions contemplated by the merger agreement, and (iii) recommended that the Company’s stockholders approve and adopt the merger agreement. For a discussion of the material factors considered by the board of directors in reaching its conclusions, please refer to the section entitled “The Merger—Reasons for the Merger; Recommendation of the Board of Directors” beginning on page 53.

The board of directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the merger agreement, (ii) “FOR” the approval, on a non-binding advisory basis, of the “golden parachute” compensation that will or may be received by certain executive officers of the Company in connection with the merger, and (iii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement.

Record Date and Quorum

We have fixed the close of business on June 21, 2019, as the record date for the special meeting, and only holders of record of Company common stock as of the close of business on the record date are entitled to vote at the special meeting. You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of Company common stock at the close of business on the record date. On the record date, there were 235,584,754 shares of Company common stock outstanding and entitled to vote. Each share of Company common stock entitles its holder to one vote on all matters properly coming before the special meeting.

A majority of the shares of Company common stock outstanding at the close of business on the record date and entitled to vote, in virtual attendance or represented by proxy, at the special meeting constitutes a quorum for the purposes of the special meeting. Shares of Company common stock represented at the special meeting but not voted, including shares of Company common stock for which a stockholder directs an “abstention” from voting, will be counted for purposes of establishing a quorum. Failures to vote will not be counted for purposes of establishing a quorum. Under NYSE rules, if brokers do not have discretion to vote on any of the proposals at a stockholders meeting, broker non-votes will not count toward the calculation of a quorum. As each of the proposals to be voted on at the special meeting is considered “non-routine” under NYSE rules, brokers do not have discretion to vote on such proposals and as such, broker non-votes will not be counted for purposes of establishing a quorum.

A quorum is necessary to transact business at the special meeting. Once a share of Company common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special

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meeting and any adjournment of the special meeting, unless a new record date is required to be established. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. In the event that a quorum is not present at the special meeting, we expect that the special meeting will be adjourned.

Attendance

Stockholders as of the record date are invited to virtually attend the special meeting by visiting www.virtualshareholdermeeting.com/zayo2019sm. To participate in the special meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials. The special meeting will begin promptly at 8:00 a.m. Mountain time. Online check-in will begin at 7:45 a.m. Mountain time, and you should allow sufficient time for the online check-in procedures.

Vote Required

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the shares of the Company’s common stock outstanding on the record date that are entitled to vote thereon. For the proposal to adopt the merger agreement, you may vote FOR, AGAINST or ABSTAIN. If you fail to submit a proxy, fail to virtually attend and vote at the special meeting, or abstain, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If your shares of Company common stock are registered directly in your name with our transfer agent, Broadridge Financial Solutions, Inc., you are considered, with respect to those shares of Company common stock, the “stockholder of record.” This proxy statement and proxy card have been sent directly to you by the Company.

If your shares of Company common stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares of Company common stock held in street name. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Company common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

Under the rules of the NYSE, banks, brokerage firms or other nominees who hold shares in street name for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms or other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the proposal to adopt the merger agreement, the advisory proposal regarding “golden parachute” compensation that will or may be received by certain executive officers of the Company in connection with the merger and the adjournment proposal and, as a result, absent specific instructions from the beneficial owner of such shares of Company common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of Company common stock on non-routine matters, which we refer to generally as broker non-votes. These broker non-votes, if any, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The non-binding advisory proposal regarding the “golden parachute” compensation that will or may be received by certain executive officers of the Company in connection with the merger requires the affirmative vote of a majority of the votes cast at the special meeting by stockholders in virtual attendance or represented by proxy and entitled to vote on the matter at the special meeting. For the non-binding advisory proposal regarding the “golden parachute” compensation, you may vote FOR, AGAINST or ABSTAIN. If you abstain, fail to submit a proxy or virtually attend and vote at the special meeting, or there are broker non-votes on the issue, as applicable, the shares of Company common stock not voted will not be counted in respect of, and, assuming a quorum is present, will not have an effect on, the non-binding advisory proposal regarding the “golden parachute” compensation that will or may be received by certain executive officers of the Company in connection with the merger.

The proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, to solicit additional proxies requires the affirmative vote of a majority of the votes cast at the special meeting by stockholders in virtual attendance or represented by proxy and entitled to vote on the matter at the special meeting. For the proposal to approve one or more adjournments of the special

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meeting, if necessary or appropriate and permitted under the merger agreement, you may vote FOR, AGAINST or ABSTAIN. If you abstain, fail to submit a proxy or virtually attend and vote at the special meeting, or there are broker non-votes on the issue, as applicable, the shares of Company common stock not voted will not be counted in respect of, and will not have an effect on, the proposal to approve one or more adjournments of the special meeting, whether or not a quorum is present.

If you are a stockholder of record, you may have your shares of Company common stock voted on matters presented at the special meeting in any of the following ways:

you may virtually attend and cast your vote at the special meeting;
by proxy—stockholders of record have a choice of voting by proxy:
over the Internet—the website for Internet voting is on your proxy card;
by using a toll-free telephone number noted on your proxy card; or
by signing and dating the proxy card you receive and returning it in the enclosed prepaid reply envelope.

If you are a beneficial owner, you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of Company common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to virtually attend and vote at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee.

A control number, located on your proxy card, is designed to verify your identity and to confirm that your voting instructions have been properly recorded when voting over the Internet or by telephone. Please be aware that if you vote over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.

Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for submitting a proxy over the Internet or by telephone. If you choose to submit your proxy by mailing a proxy card, your proxy card must be received by our Secretary by the time the special meeting begins. Please do not send in your stock certificates with your proxy card. When the merger is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the per share merger consideration in exchange for your stock certificates.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, or your proxies, will vote your shares of Company common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Company common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Company common stock should be voted on a matter, the shares of Company common stock represented by your properly signed proxy will be voted “FOR” the proposal to adopt the merger agreement, “FOR” the non-binding advisory proposal regarding the “golden parachute” compensation that will or may be received by certain executive officers of the Company in connection with the merger, and “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, to solicit additional proxies.

If you have any questions, require assistance with voting your proxy card, or need additional copies of any proxy materials, please contact Innisfree, our proxy solicitor, at (888) 750-5834 (toll-free from the U.S. and Canada), or +1 (412) 232-3651 (from other locations). Banks and brokers may call collect at (212) 750-5833.

It is important that you vote your shares of company common stock promptly. Whether or not you plan to virtually attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. Stockholders who virtually attend the special meeting may revoke their proxies by voting.

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As of the close of business on June 21, 2019, the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, 9,090,324 shares of Company common stock (excluding any shares of Company common stock deliverable upon exercise or conversion of any options or restricted stock units), representing 3.9% of the outstanding shares of Company common stock on the record date. The directors and executive officers have informed the Company that they currently intend to vote all of their shares of Company common stock “FOR” each of the proposals to be considered and voted on at the special meeting.

Tabulation of Votes

All votes will be tabulated by Mike Mooney, the Company’s Senior Vice President and General Counsel, who will act as the inspector of elections appointed for the special meeting and will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Proxies and Revocation

Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote by virtually attending the special meeting. If your shares of Company common stock are held in “street name” by your bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of Company common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or virtually attend and vote at the special meeting, or abstain, or do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, your shares of Company common stock will not be voted on the proposal to adopt the merger agreement, which will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by submitting a proxy at a later date through any of the methods available to you, by giving written notice of revocation to our Secretary, which must be received by the Company’s Secretary at 1821 30th Street, Unit A, Boulder, CO 80301 by the time the special meeting begins, or by virtually attending and voting at the special meeting. If you have submitted a proxy, your virtual attendance at the special meeting, in the absence of voting at the special meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

Adjournments and Postponements

The special meeting may be adjourned, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. Other than an announcement to be made at the special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed. Although we do not expect to do so, the merger agreement permits us, after consultation with and prior approval of Parent (not to be unreasonably withheld, conditioned or delayed), to postpone or adjourn the special meeting if we determine in good faith that the postponement or adjournment of the special meeting is necessary or appropriate in order to facilitate compliance with applicable legal requirements or enable us to obtain sufficient votes for the approval of the merger agreement.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the proposal to adopt the merger agreement, we anticipate that the merger will be completed in first half of calendar year 2020.

Rights of Stockholders Who Seek Appraisal

If the merger is completed, stockholders who do not vote in favor of the approval 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 of the DGCL. This means that holders of shares of our common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair

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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 on the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex C to this proxy statement. For additional information, please refer to the section entitled “Appraisal Rights” beginning on page 118.

Solicitation of Proxies; Payment of Solicitation Expenses

The Company has engaged Innisfree to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay Innisfree a fee of approximately $20,000 and will reimburse Innisfree for reasonable out-of-pocket expenses and will indemnify it and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company may also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Company common stock for their expenses in forwarding soliciting materials to beneficial owners of Company common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Questions and Additional Information

If you have more questions about the merger, require assistance with voting your proxy card, or if you need additional copies of any proxy materials, please contact Innisfree, our proxy solicitor, at (888) 750-5834 (toll-free from the U.S. and Canada), or +1 (412) 232-3651 (from other locations). Banks and brokers may call collect at (212) 750-5833.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

THE MERGER

This description of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the merger and will continue to do business following the merger. As a result of the merger, the Company will cease to be a publicly traded company and will be a direct wholly-owned subsidiary of Parent. You will not own any shares of the capital stock of the surviving corporation.

Parties Involved in the Merger

The Company
Zayo Group Holdings, Inc.
1821 30th Street
Unit A
Boulder, CO 80301
(914) 421-6700

The Company is a Delaware corporation with its headquarters in Boulder, Colorado. We provide bandwidth infrastructure in the United States, Canada and Europe. Our products and offerings enable our customers’ mission-critical, high-bandwidth applications, such as cloud-based computing, video, mobile, social media, machine-to-machine connectivity, and other bandwidth-intensive applications. Key products include leased dark fiber, fiber to cellular towers and small cell sites, dedicated Wavelength connections, Ethernet, IP connectivity, cloud offerings and other high-bandwidth offerings. We provide access to our bandwidth infrastructure and other offerings over a unique set of dense metro, regional, and long-haul fiber network sections and through our interconnect-oriented data center facilities. Our fiber network sections and data center facilities are critical components of the overall physical network architecture of the Internet and private networks. Our customer base includes some of the largest and most sophisticated users of bandwidth infrastructure offerings, such as wireless service providers; telecommunications service providers; financial services companies; social networking, media, and web content companies; education, research, and healthcare institutions; and governmental agencies. As of June 30, 2018, our fiber network spans 128,910 route miles and 11,867,276 fiber miles (representing an average of 92 fibers per route), serves 403 geographic markets in the United States, Canada and Europe, and connects to approximately 35,000 buildings, including 1,185 data centers. We own fiber network sections in large metro areas, such as New York, Chicago, San Francisco, Paris, and London, as well as smaller metro areas, such as Allentown, Pennsylvania, Fargo, North Dakota, and Spokane, Washington. Our network sections allow our customers access to our high-bandwidth infrastructure solutions over redundant fiber facilities between and among key customer locations. For more information about our Company, please visit our website at http://www.zayo.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See also “Where You Can Find More Information” beginning on page 123. The Company common stock is publicly traded on the NYSE under the symbol “ZAYO.”

Parent
Front Range TopCo, Inc.
c/o EQT Partners Inc.
1114 Avenue of the Americas, 45th Floor
New York, NY 10036

Front Range TopCo, Inc. is a Delaware corporation formed solely for the purposes of entering into the transactions contemplated by the merger agreement, and has not entered into any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger.

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Merger Sub
Front Range BidCo, Inc.
c/o EQT Partners Inc.
1114 Avenue of the Americas, 45th Floor
New York, NY 10036

Front Range BidCo, Inc. is a Delaware corporation that was formed by Parent solely for the purpose of entering into the transactions contemplated by the merger agreement, and has not entered into any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and any debt financing in connection with the merger. Upon completion of the merger, Merger Sub will cease to exist.

Parent and Merger Sub are each affiliated with EQT, the EQT Funds, DCP and DC Front Range. At the effective time, the Company, as the surviving corporation, will be indirectly owned by, among others, the EQT Funds, DCP, DC Front Range and FMR.

EQT and the EQT Funds are affiliates of the EQT Infrastructure IV fund and EQT AB, a leading investment firm with more than EUR 61 billion in raised capital across 29 funds and around EUR 40 billion in assets under management and with portfolio companies in Europe, Asia and the US with total sales of more than EUR 19 billion and approximately 110,000 employees.

DCP is a global investment firm dedicated to strategic opportunities in digital infrastructure, launched in 2018 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 26 years of experience as a global investment manager.

Merger Consideration

In the merger, each outstanding share of Company common stock (except for the excluded shares) will be converted into the right to receive the per share merger consideration of $35.00 in cash, without interest, less any applicable withholding taxes.

Rollover

The rollover executives will contribute to a holding company of Parent an aggregate of approximately $111.5 million worth of shares of Company common stock or, in each executive’s sole discretion, vested or unvested Company RSUs, and, in exchange, they each would receive partnership interests in such holding company. Such contributions will be made pursuant to rollover letter agreements entered into by each of them with Parent. Other members of the Company management team may also be invited to participate in direct investments in amounts to be mutually agreed upon between such member and Parent. Prior to the effective time of the merger, Parent may initiate negotiations of these agreements and/or arrangements, and may enter into definitive agreements regarding the right to participate in the partnership interests of such holding company following the completion of the merger. Notwithstanding the foregoing, a member of management may decide not to invest in the partnership interests of such holding company or may invest more or less than the amount previously specified in the partnership interests of such holding company.

Background of the Merger

The board of directors and the senior management team of the Company regularly review the Company’s performance, future growth prospects and overall strategic direction, and consider potential opportunities to strengthen the Company’s businesses and enhance stockholder value. These reviews have included consideration of a variety of strategic alternatives, including continuing to pursue the Company’s current strategy, potential changes to the Company’s current strategy, potential strategic or financing transactions with third parties, divestitures and separating the Company’s businesses, and conversion into a real estate investment trust. The board of directors and senior management team evaluate these strategic alternatives based upon what they believe

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will create stockholder value, further the Company’s strategic objectives, and enhance the Company’s ability to serve customers, and based upon consideration of the potential benefits and risks of each of these alternatives in light of, among other things, the business environment, consolidation trends and the Company’s performance and competitive position.

In connection with its evaluations of the Company’s strategic prospects, the Company had previously engaged Goldman Sachs and J.P. Morgan, in connection with different scopes of work. The Company first engaged each of Goldman Sachs and J.P. Morgan in mid-July 2017 and again in early March 2018 to serve as financial advisor in connection with various possible acquisitions. From time to time thereafter, the Company has engaged Goldman Sachs and J.P. Morgan for various other potential strategic transactions, including as financial advisor in connection with a potential separation of the Company into two public companies, which we refer to as the Separation, one focused on communications infrastructure, which we refer to as InfraCo, and one focused on enterprise services.

In mid-July 2018, Dan Caruso, the Company’s Chairman and CEO, and Marc Ganzi, Managing Partner of Digital Colony Acquisitions, LLC, which we refer to as Digital Colony, met at the suggestion of Mr. Ganzi in Aspen, Colorado. During the meeting, Mr. Ganzi broached the subject of potentially acquiring the Company but did not propose a price or any other details. Mr. Ganzi indicated that he would want Mr. Caruso to be part of the Company following any such acquisition. Mr. Caruso responded that the board of directors, including Mr. Caruso, were committed to doing what was in the best interest of the Company’s stockholders and indicated that the board of directors would evaluate an offer in a manner consistent with its fiduciary duties. Mr. Ganzi replied that he was still working on funding a potential offer. At this time, Mr. Caruso emphasized that his potential involvement in the Company following any such potential transaction should not be viewed as a requirement of any such offer. Mr. Caruso noted that his priority was his fiduciary responsibility to the Company’s current stockholders, so any discussion around acquiring the Company should not include any discussion of Mr. Caruso’s particular treatment in any such potential transaction. Mr. Caruso notified the board of directors of the contents of this conversation during his normal updates to the board of directors on corporate development activities.

In early August 2018, Mr. Caruso met with Mr. Ganzi in Boulder, Colorado, at Mr. Ganzi’s request. At the meeting, though Mr. Ganzi did not offer a specific price or other terms, they again discussed Mr. Ganzi’s potential interest in making an offer to acquire the Company. During the conversation, Mr. Ganzi reiterated his desire to partner with the Company’s current management team, including Mr. Caruso, in connection with any such proposal, and Mr. Caruso again responded that his priority was his fiduciary responsibility to the Company’s current stockholders, so any discussion around acquiring the Company should not include any discussion of Mr. Caruso’s treatment in any such potential transaction. Mr. Caruso also reminded Mr. Ganzi that his potential involvement in the Company following any such transaction should not be a requirement of any offer. Mr. Caruso notified the board of directors of the contents of this conversation during his normal updates to the board of directors on corporate development activities.

On October 19, 2018, Mr. Ganzi called Mr. Caruso regarding the possibility of acquiring the Company, and partnering with management, as Mr. Ganzi had previously suggested, along with a consortium of other sponsors, all of whom Mr. Ganzi noted were familiar with the Company and Mr. Caruso. Again Mr. Ganzi did not offer a specific price or indicate that he had financing in place. Mr. Ganzi also noted on the call that Party A, a Canadian headquartered alternative asset management company, might be part of a funding syndicate for a potential transaction. Mr. Caruso promptly notified the board of directors, along with Goldman Sachs and J.P. Morgan, of this oral potential indication of interest by Mr. Ganzi.

On October 19, 2018, Mr. Caruso informed the board of directors regarding the Company’s potential strategic alternatives in advance of the next board of directors meeting, including the Separation. Mr. Caruso also reminded the board of directors of Mr. Ganzi’s prior potential indication of interest in acquiring the Company and partnering with the Company’s current management team, including Mr. Caruso, in connection with any such proposal, and also informed the board of directors that Mr. Caruso would be meeting with a representative of Party B, a U.S.-headquartered infrastructure fund, in the upcoming week at Party B’s request. Mr. Caruso noted that he anticipated that Party B would be part of the consortium of sponsors mentioned by Mr. Ganzi. Mr. Caruso also informed the board of directors that he would not engage in any discussion regarding his potential participation in any potential transaction until and unless authorized to do so by the board of directors. Mr. Caruso further informed the board of directors that he would be explicit in any conversations with potential

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acquirers that any expressions of interest should not be linked to Mr. Caruso’s or any other members of the Company’s management’s on-going role following any potential transaction, and that any such on-going roles would not factor into the Company’s decision on whether or not to enter into a potential transaction.

On October 23, 2018, Mr. Caruso, Matt Steinfort, the Company’s CFO, and Rachel Stack, the Company’s SVP, Corporate Strategy and Development, met with a representative of Party B at the Company’s headquarters in Boulder, Colorado. During the meeting, the representative of Party B expressed that he was making preparations to pull together a private offer to acquire the Company that he hoped to have ready in a couple of weeks.

On October 27, 2018, Mr. Caruso again met with the representative of Party B in New York, New York. During the meeting, the representative indicated that Party B was considering submitting an offer to acquire the Company, but was still evaluating potential private equity fund partners, including Party C, a large U.S.- headquartered investment firm, or other investment firms of similar size. The representative of Party B noted that they would likely make a decision in the next several weeks. The representative of Party B did not indicate that Party B was working with Digital Colony. Mr. Caruso noted that he could arrange a meeting with the Company’s top employees to help the representative of Party B get a better sense of the Company’s talent and culture if Party B was interested in that. The representative of Party B also mentioned that Party A, which had also been identified by Mr. Ganzi as a potential equity financing source, might be part of a funding syndicate for a potential transaction.

On October 29, 2018, while taking part in a market visit in Toronto, Canada, Mr. Caruso had an introductory meeting with representatives of Party A. The meeting consisted of a high-level discussion of the Company’s overall strategy and recent developments, and the parties did not discuss a potential transaction.

Also on October 29, 2018, the chief executive officer of Party D, a U.S. headquartered investment firm, called Mr. Caruso. Near the end of the call, the chief executive officer of Party D, who has relationships with several former Company executives, indicated that he was hearing “noise” in the market about the Company. He also asked about the Company’s recent performance and various lines of business.

Subsequently on October 29, 2018, Mr. Ganzi reached out to Mr. Caruso to ask about the timing of the next board of directors meeting and to indicate that they might be able to provide a proposal to Mr. Caruso in advance of such meeting. Mr. Ganzi also noted that he was aware that Mr. Caruso was in Toronto meeting with a potential investor. Mr. Caruso responded that a regularly scheduled board of directors meeting would be held the coming week.

On October 31, 2018, the representative of Party B called Mr. Caruso to confirm that Mr. Caruso did not have any concerns around the involvement of certain former Company executives, a recently retired CFO and another former executive officer of the Company, in connection with a potential transaction, as Party B was considering engaging them as advisors. Mr. Caruso responded that he had no concerns with the former CFO’s involvement, but he had concerns with sharing confidential information with the other former executive officer since he remained active in the industry.

On November 5, 2018, the Strategy Committee of the board of directors convened its regularly scheduled meeting in Boulder, Colorado, which was attended by various members of the Company’s management. During the meeting a discussion was had related to the advisability of pursuing the Separation.

On November 6, 2018, the board of directors convened its regularly scheduled, quarterly meeting in Boulder, Colorado, which was attended by various members of the Company’s management along with legal advisor Gibson Dunn and Crutcher, LLP, which we refer to as Gibson Dunn, and representatives of financial advisors, J.P. Morgan and Goldman Sachs. Immediately prior to the board of directors meeting, Mr. Ganzi called Mr. Caruso to indicate that he had already arranged for certain levels of equity and debt financing and was working on providing a written, fully financed proposal at a share price to be between $41 and $42.50 per share of the Company. Mr. Ganzi indicated that his consortium of investors might include Party E, a U.S.-based private equity firm. During a portion of the meeting not attended by the representatives of Gibson Dunn, J.P. Morgan and Goldman Sachs, Mr. Caruso discussed with the board of directors the indication of interest he had just received from Mr. Ganzi, noting that it was preliminary in nature and had only been delivered orally at this time. J.P. Morgan, Goldman Sachs and Gibson Dunn then joined the meeting and a representative of Gibson Dunn and Mike Mooney, the Company’s General Counsel and Secretary, discussed with the board of directors its fiduciary

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obligations both in connection with the Separation and with respect to how the board of directors should evaluate offers to acquire all or part of the Company. The representative of Gibson Dunn also advised the board of directors with respect to dealing with a potential acquirer that may be interested in retaining existing management. Representatives of J.P. Morgan and Goldman Sachs then discussed with the board of directors various strategic options for the Company, including maintaining its current strategy or pursuing the Separation or a sale of the Company. The board of directors agreed that the Company should further explore pursuing the Separation, and that other strategic options should be explored if and when they materialize. Donald Gips, a member of the board of directors, disclosed to the board of directors that he had a prior relationship with Party E, and agreed to provide additional details about his relationship to the board of directors for its review.

Immediately following this meeting of the board of directors, during a meeting of all of the directors of the board of directors other than Mr. Caruso, whom we refer to as the Company’s independent directors, Phil Canfield voluntarily resigned from the board of directors, effective as of that date, after completing a six-year tenure. Mr. Canfield’s departure followed GTCR LLC’s exit of its ownership position in the summer of 2018, and was expected as Mr. Canfield is a principal at GTCR LLC and joined the board of directors in connection with GTCR LLC’s investment in the Company. There were no disagreements between Mr. Canfield and the Company or any officer or director of the Company that led to Mr. Canfield’s resignation. In connection with his board of directors resignation, Mr. Canfield also resigned from his role as Lead Independent Director and from his role as a member and chair of the board of directors’ Nominating and Governance Committee. Mr. Gips had been appointed Lead Independent Director by the Nominating and Governance Committee of the board of directors on November 5, 2018, effective upon Mr. Canfield’s resignation from the board of directors.

Thereafter, on November 6, 2018, the board of directors voted by written resolution to appoint Yancey Spruill to the board of directors, effective November 7, 2018, to fill the vacancy resulting from Mr. Canfield’s resignation.

Following Mr. Canfield’s resignation, on November 6, 2018, Mr. Canfield expressed to Mr. Caruso that he was considering exploring whether it would be viable for him to participate in a potential acquisition of the Company.

On the evening of November 6, 2018, the chief executive officer of Party D sent a message to Mr. Caruso regarding setting up a time to talk, and they had a conversation by phone on November 7, 2018. The chief executive officer of Party D again noted that he was hearing “chatter” in the market about the Company, and expressed that Party D had researched and had a favorable view of the Company. They also discussed the Company’s management team.

On November 7, 2018, the Company publicly announced that the Separation would be implemented in late 2019 and hosted an earnings call that evening to discuss the announcement. During the earnings call, in addition to announcing the Separation, the Company announced financial results that were lower than anticipated.

Later on November 7, 2018, Mr. Ganzi contacted Mr. Caruso to congratulate him on the Company’s announcement of the Separation and noted that he was continuing to work on a written proposal which would identify funding sources. Mr. Ganzi also offered to visit Mr. Caruso in Boulder, Colorado.

On November 8, 2018, the first full trading day following the Company’s announcement of lower than anticipated earnings and the Separation, the Company’s stock price fell from a closing price of $30.38 per share on November 7, 2018 to a closing price of $22.56 per share on November 8, 2018.

On November 9, 2018, Mr. Ganzi again reached out to Mr. Caruso about potentially meeting, but Mr. Caruso did not reply to Mr. Ganzi at that time.

Later on November 9, 2018, a representative of Party B called Mr. Caruso and expressed that Party B remained interested in pursuing an acquisition of the Company and was preparing an offer with full debt and equity financing. The representative mentioned several equity partners, including Party C and Party F, a U.S.-headquartered private equity firm, but did not identify any sources of debt financing or indicate a potential price. The representative also asked for Mr. Caruso’s views on Party D and Party G, a U.S.-headquartered private equity firm, each of which was familiar with the Company and might bring value to a potential syndicate. Phil Canfield, who had recently resigned from the board of directors, was a managing director of Party G. Mr. Caruso indicated that he was open to both Parties D and G being part of a syndicate.

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On November 12, 2018, the Company engaged Skadden, Arps, Slate, Meagher & Flom LLP, which we refer to as Skadden, to serve as the Company’s legal advisor in connection with potential extraordinary transactions involving the Company.

Also on November 12, 2018, Mr. Canfield called Mr. Caruso to let him know that he had been contacted by the representative of Party B and that Party G was working to evaluate a potential transaction with the Company. Mr. Canfield also indicated that he was aware that Party D was also working to evaluate a potential transaction with the Company.

On November 13, 2018, the chief executive officer of Party D called Mr. Caruso and indicated that Party D had also been contacted by Party B, and that Party D was evaluating a potential transaction with the Company.

On November 13, 2018, Mr. Ganzi again reached out to Mr. Caruso about setting up a time to talk. Mr. Caruso indicated that he would be happy to find a time to talk between customer meetings, but no follow-up conversation occurred.

On November 16, 2018, Parties B, C, D, E, F and G (which parties we refer to collectively as Consortium A) jointly submitted a confidential non-binding indication of interest proposing to purchase all of the Company’s outstanding common shares for a price of $33.00 per share in cash. This price represented approximately a 49% premium to the Company’s November 15, 2018 closing price and a 20% premium to the 30-day volume-weighted average closing price as of November 15, 2018. The proposal indicated that Consortium A already had debt and equity financing in place and was accompanied by a form of equity commitment letter, commitments to underwrite debt financing from three third-party financial institutions, and a draft merger agreement and related form of supporting limited guaranty to be entered into by the funds affiliated with Consortium A. The proposal indicated that Consortium A had engaged various advisors, including Simpson Thacher & Bartlett LLP, which we refer to as Simpson Thacher, as its legal counsel. The proposal was subject to completion of due diligence and negotiation of mutually acceptable definitive transaction documentation. The proposal also noted that Consortium A was prepared to immediately enter into a customary non-disclosure agreement to facilitate diligence and required the Company to agree to exclusively negotiate with Consortium A through November 30, 2018. The board of directors was promptly notified of the non-binding indication of interest.

On November 16, 2018 shortly after submission of the proposal by Consortium A, the representative of Party B called Mr. Caruso to discuss the proposal.

Also on November 16, 2018, the chief executive officer of Party D called Mr. Gips to discuss the merits of the proposal by Consortium A.

On November 16, 2018, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack, and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance. At this meeting, Mr. Gips provided further details and discussed with the rest of the board of directors his potential conflict of interest with Party E (a member of Consortium A). Mr. Gips explained that he became a Senior Advisor for Party E in September 2013, but had not been active with Party E in any professional capacity for over 33 months. Mr. Gips had received a total of $337,500 (outside of travel expenses) from Party E for his services as a Senior Advisor, with the last payment received in February 2016. Mr. Gips further disclosed that he sits on the board of an African company owned by Party E, for which he last received $31,250 in board service fees in July 2017, and in which company he retains a profit interest which is currently worthless. Mr. Gips also disclosed that he had approximately $250,000 in funds managed by Party E, and had made a commitment to invest an additional $233,000, but none of his investments are in the infrastructure fund that, based on the non-binding indication of interest, is participating in the proposal to acquire the Company. Therefore, whether or not Party E participates in an acquisition of the Company, it would have no financial impact on Mr. Gips. Mr. Gips conveyed to the board of directors that his investment in Party E was not a material portion of his overall portfolio, and volunteered to terminate or suspend his Senior Advisor status with Party E if the board of directors requested that he do so. Following discussion without Mr. Gips present, the board of directors concluded that the potential conflict that Mr. Gips had was immaterial, that his industry knowledge would be very helpful in evaluating the Company’s strategic options, and that therefore his continued participation in the process was appropriate provided that Mr. Gips resigned or suspended all his affiliation with Party E. During the meeting, Mr. Caruso also disclosed that he had investments in Parties D and G which constituted an immaterial portion of his overall portfolio and agreed to provide additional details for the board of directors to consider. After Mr. Gips returned

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to the meeting, the board of directors concluded that the proposal from Consortium A undervalued the Company, that Consortium A should be instructed that the Company would only be open to engaging in due diligence if a more reasonable price was offered, and instructed J.P. Morgan and Goldman Sachs to prepare materials to fully evaluate any increased offer against other strategic options, including the Separation. The board of directors also discussed establishing a transaction committee, but deferred action on establishing such a committee until a later time.

On November 17, 2018, Mr. Gips called back the chief executive officer of Party D. Mr. Gips indicated that the current proposal was not credible and was too low, noting that Mr. Canfield, a managing director of Party G, who had recently resigned from the Company’s board of directors, had seen the Company’s recent results, was aware of the plan surrounding the Separation and had knowledge of Mr. Ganzi’s oral indication of interest of $41 to $42.50. The chief executive officer of Party D responded that the current proposal was a fair valuation based upon current share price, but Mr. Gips reiterated that the offered price was too low and was not a basis upon which the Company was prepared to engage. The representative of Party D also noted that the leaders of Consortium A are the representatives of Parties B, D and G.

Also on November 17, 2018, representatives of J.P. Morgan and Goldman Sachs delivered a message to the bankers for Consortium A that the offered price was too low and that it did not warrant moving ahead. However, they noted that the Company would be willing to engage at the right price.

Later on November 17, 2018, Mr. Caruso and Mr. Steinfort called the representative of Party B. The representative of Party B suggested that they would like to sign an NDA and engage in additional diligence, even without being granted exclusivity, and meet in person to discuss further in the following few days. The representative of Party B indicated that after conducting diligence, it is possible that they may be able to increase their price. Based upon guidance from the board of directors, Mr. Caruso indicated that the current offer was not high enough to provide access to do additional diligence, and further that the Company’s stock price was likely to rise in the near term as a result of the upcoming Separation. After additional discussions, Mr. Caruso indicated that if Consortium A was to make a higher offer, the Company’s executive team planned to be at an offsite event on November 19, 2018, and if the timing made sense it might then be appropriate to meet in person. The representative of Party B indicated that he would discuss further with the other members of Consortium A.

On November 18, 2018, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance, at which the board of directors discussed the calls made on November 17, 2018 to the representatives of the Consortium A and affirmed that while the Company was open to continued dialogue, the current price offered by Consortium A was insufficient to warrant entry into a non-disclosure agreement, providing access to the Company’s management and commencement of the diligence process, and that the offer must be increased before proceeding further. The board of directors also discussed potential sources and the motivation behind recent information leaks which had resulted in a Bloomberg article published earlier in the day on November 18, 2018, describing potential private equity interest in the Company. On November 19, 2018, the first full trading day following the publication of the Bloomberg article, the Company’s stock price rose from a closing price of $23.67 per share on November 16, 2018 to a closing price of $26.00 per share on November 19, 2018.

On November 19, 2018, Consortium A submitted an updated non-binding indication of interest with a revised purchase price of $34.50 per share of the Company common stock. This price represented approximately a 55% premium to the Company’s November 15, 2018 closing price (prior to publication of the Bloomberg article), a 25% premium to the 30-day volume-weighted average closing price as of November 15, 2018, and a 33% premium to the Company’s closing price on November 19, 2018 (following publication of the Bloomberg article). The proposal indicated that Consortium A was not interested in a prolonged process or serving as a “stalking horse” and requested access to due diligence information to confirm the revised purchase price. The board of directors was promptly notified of the revised proposal.

Also on November 19, 2018, the chief executive officer of Party H, a U.K.-headquartered strategic entity that is majority-owned by affiliates of FMR (which later joined Consortium B as an equity co-investor), wrote to Mr. Caruso to note that he had seen recent press coverage and was inquiring about the possibility of combining Party H and the Company. The chief executive officer of Party H proposed potentially meeting in person the following week, but indicated that Party H had not yet seriously evaluated a proposal. Mr. Caruso indicated that the Company was open to reviewing credible offers.

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Additionally on November 19, 2018, Skadden, on behalf of the Company, wrote to Party E regarding Mr. Gips’ role as a senior advisor to Party E. Skadden noted that Mr. Gips was not currently conducting any work for Party E, and the last payment Mr. Gips received from Party E was in February 2016. Skadden also noted Party E’s potential participation in a strategic transaction involving the Company or its subsidiaries and that, in order to address any potential perception of a conflict of interest on the part of Mr. Gips, the board of directors and Mr. Gips believe to be in the best interests of stockholders that Mr. Gips not take on any projects for or on behalf of Party E, or one or more of its affiliated funds, should Party E continue to have any interest in pursuing a transaction with the Company. Additionally, the board of directors and Mr. Gips requested that any contact between Party E and the Company relating to any potential strategic transaction be with persons other than Mr. Gips.

On November 22, 2018, Simpson Thacher, on behalf of Party E, responded to Skadden’s communication of November 19, 2018, confirming that Party E was not aware of any active matters where Party E or any of its portfolio companies were utilizing Mr. Gips’ services. The response also confirmed that during the pendency of the possible strategic transaction between the Company and Consortium A, Party E would not utilize Mr. Gips’ services in any new matter, nor would the prospect of any new matter be discussed with Mr. Gips. Additionally, Simpson Thacher confirmed that any contact between Party E and the Company relating to the potential strategic transaction would be with persons other than Mr. Gips.

On November 23, 2018, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance, at which the board of directors discussed the revised proposal from Consortium A. Following discussion, the board of directors determined that the Company’s representatives should not respond immediately, but if a Company representative was contacted by a representative of Consortium A, their response should be that the revised proposal was not meaningfully different than the original offer and still materially undervalued the Company.

On November 23, 2018, the representative of Party B wrote to Mr. Caruso, asking for feedback and to set up a follow-up call. Mr. Caruso and Mr. Steinfort subsequently had a call with the representative of Party B. In response to a request for feedback on the revised proposal, Mr. Caruso noted that it was not different from the prior proposal. Mr. Caruso mentioned that the chief executive officer of Party D had previously called Linda Rottenberg, a member of the board of directors, and Ms. Rottenberg may have suggested that the Company’s board of directors was getting educated on its options, but Mr. Caruso stressed that the Company was not further evaluating the revised proposal nor had it set up a committee to review the revised proposal. The representative of Party B noted that the offer had come up $1.50, to $34.50, that it was difficult for them to come to a consensus on price given that they had six sponsors in Consortium A, that they would like the opportunity to conduct diligence and that he was optimistic that the price might further increase following diligence. Mr. Caruso replied that a price of $34.50 was still insufficient to warrant engagement. Mr. Caruso noted that the board of directors’ duty was to operate in the best interests of the Company’s stockholders and that this would result in a major distraction from management’s time.

On November 26, 2018, the chief executive officer of Party H came to Boulder, Colorado to have dinner with Mr. Caruso and discuss potential benefits of combining Party H with the Company. The chief executive officer of Party H noted that he had engaged in initial discussions with its affiliate, FMR, and would be meeting with FMR’s senior team on November 28, 2018. He also asked if he could meet with the Company’s bankers and noted that it may also make sense for Mr. Caruso to meet with Party H’s financial advisors when he was in New York, New York the following week.

On November 30, 2018, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance, at which meeting Mr. Caruso provided further details and discussed with the rest of the board of directors his investments with Party D and Party G. Mr. Caruso disclosed that his investments with Party D and Party G constituted less than 1% of his total holdings. Following discussion without Mr. Caruso present, the board of directors concluded that Mr. Caruso’s holdings in Party D and Party G were not material to his net worth, were insignificant when compared to his holdings in the Company and that any perceived conflict of interest was outweighed by Mr. Caruso’s continued participation in considering the Company’s strategic alternatives.

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On December 3, 2018, Mr. Caruso met with a representative of Party I, a U.S.-headquartered strategic entity, in New York, New York. Party I subsequently submitted a non-binding indication of interest pursuant to which, following the Separation, Party I would acquire InfraCo in exchange for which the Company’s stockholders would receive a combination of cash and Party I stock.

Also on December 3 and 4, Mr. Caruso and the Company’s representatives met with certain activist stockholders. Two activist stockholders encouraged the Company to consider strategic alternatives for the Company, including a sale of the Company in the low to mid-$30 range.

On December 4, 2018, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance, at which the representatives of J.P. Morgan and Goldman Sachs discussed with the board of directors their preliminary financial analyses of various strategic alternatives to the board of directors and engaged in discussion with the board of directors regarding strategy for engaging with Consortium A.

On December 6, 2018, Mr. Caruso met with representatives of Party H’s financial advisors in New York, New York, but did not engage in substantive discussions.

On December 7, 2018, Consortium A submitted an updated non-binding indication of interest with a revised purchase price of $35.00 per share of the Company common stock, subject to confirmatory due diligence. This price represented approximately a 55% premium to the Company’s November 8, 2018 closing price, a 41% premium to the trailing one-month volume-weighted average closing price as of December 6, and a 35% premium to the Company’s closing price on December 6, 2018. The proposal provided that it would expire and Consortium A would immediately stop its pursuit of an acquisition of the Company if access to due diligence information and other engagement by the Company and its advisors was not provided by the close of business on December 10, 2018. The board of directors was promptly notified of the revised proposal.

On December 9, 2018, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance, at which J.P. Morgan and Goldman Sachs discussed with the board of directors their preliminary financial analyses of Consortium A’s revised indication of interest, and Mr. Caruso and representatives from Goldman Sachs summarized for the board of directors recent communications with Consortium A and its representatives. Discussion occurred concerning the revised offer from Consortium A and strategy for engaging, if at all, with Consortium A. The board of directors also discussed the Company’s strategic alternatives, including the Company’s prospects on a stand-alone basis, the Separation, the proposal from Party I, the current volatility of the Company’s stock price and the overall volatility in the stock and debt markets, and potential bidders that had expressed interest, as well as the potential for other bidders, with J.P. Morgan, Goldman Sachs and the Company’s management representatives. The representatives from J.P. Morgan and Goldman Sachs then left the meeting and the board of directors continued to discuss how to respond to Consortium A as well as various alternatives to a transaction with Consortium A. During this discussion, Mr. Caruso confirmed that no discussions had or would occur concerning management continuing on with the Company following any transaction with Consortium A, and that Mr. Caruso would promptly inform the board of directors if representatives of Consortium A were to raise this subject. Representatives of Skadden then provided an overview of the board of directors members’ fiduciary duties in considering Consortium A’s proposal after which the board of directors instructed Mr. Caruso and Mr. Steinfort to inform Consortium A that they would be permitted to engage in due diligence following entry into a non-disclosure agreement, and that the Company was willing to engage in due diligence and inquire as to how Consortium A wanted to proceed. Following the meeting, the Company’s independent directors separately met with Skadden and discussed options for dealing with a financial buyer that may be interested in retaining existing management, including the advisability of forming a special committee.

On December 9, 2018, following the board of directors meeting, at the board of directors’ direction, Mr. Caruso reached out to the representative of Party B and set up a call between Mr. Caruso, Mr. Steinfort, the representative of Party B and the chief executive officer of Party D. The parties on the call discussed a potential diligence plan and timeline for a potential transaction, which would include spending time with the Company’s management as part of Consortium A’s due diligence process. During the call, Mr. Caruso and Mr. Steinfort expressed that, although the board of directors was not prepared to agree to sell at the price that had been proposed, the Company was nevertheless prepared to allow Consortium A to begin to conduct diligence, and it was agreed to set up a call between representatives of Parties B, D and G, on behalf of Consortium A, and

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Mr. Caruso, Mr. Steinfort, Mr. Gips and perhaps one additional member of the board of directors, on behalf of the Company. The parties also agreed to get a non-disclosure agreement put in place, prepare for diligence and work out the logistics for meetings with the Company’s management.

On December 12, 2018, the Consortium A members along with Party J, a U.S.-headquartered private equity firm that had subsequently joined Consortium A, and the Company entered into a short form non-disclosure agreement with no standstill features.

On December 13, 2018, numerous representatives of the Company and of Consortium A, including Party J, held on-site management presentations in Boulder, Colorado.

On December 14, 2018, Party I submitted an updated non-binding indication of interest pursuant to which, following the Separation, Party I would acquire InfraCo in exchange for which the Company’s stockholders would receive a combination of cash and Party I stock. Mr. Caruso, Mr. Steinfort and Ms. Stack and representatives of J.P. Morgan and Goldman Sachs subsequently had a call with Party I and its financial advisors to better understand the mechanics and funding construct in the indication of interest from Party I. No confidential information was discussed during this meeting.

Subsequently, on December 14, 2018, Party I and the Company entered into a non-disclosure agreement which did not provide for a standstill provision.

On December 15, 2018, Mr. Caruso and Mr. Steinfort called the representatives of Party B and Party G to discuss diligence to date and the plan moving forward. The representative of Party B brought up the long form non-disclosure agreement, noting that five individuals, one of whom was Mr. Canfield and four of whom were former executives of the Company, were important advisors to Consortium A in supporting the deal rationale and price by providing confidence to the rest of Consortium A. The representative of Party B asked to have Skadden directly communicate with the general counsel of Party G, a member of Consortium A, regarding the appropriate treatment of these individuals in the long form non-disclosure agreement. The representative of Party B also asked about progress on the merger agreement, a draft of which had been included in Consortium A’s non-binding indication of interest dated November 16, 2018. Mr. Caruso responded that while it was in both parties’ interest to move quickly to determine if a transaction could be agreed upon, it was important to reach agreement on key issues in the offer, including price and sources of funding, before engaging with respect to definitive documentation.

On December 16, 2018, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance. The representatives from J.P. Morgan and Goldman Sachs did not attend the first part of the meeting, during which Mr. Caruso updated the board of directors on the in-person sessions between the Company’s management and Consortium A, and discussed with the board of directors about entering into a long form non-disclosure agreement. Mr. Caruso introduced Consortium A’s request that the Company permit five individuals formerly associated with the Company to take part in the process on behalf of Consortium A and to be permitted to use confidential information already in their possession in doing so. Representatives of Skadden then provided an overview of legal considerations in assessing Consortium A’s request with respect to the non-disclosure agreement and answered questions from board of directors members. Following discussion, the board of directors concluded that as long as certain confidential information was segregated to only selectively provide access to confidential information to certain of these five individuals and the five individuals were limited to using only existing knowledge of confidential information in their unaided memories (i.e. not sharing confidential materials otherwise in their possession), the benefits to the Company of having the five individuals formerly associated with the Company involved in the process on behalf of Consortium A, and potentially getting Consortium A to a higher price with as few contingencies as possible, outweighed any negatives from their potential knowledge of confidential information of the Company with varying degrees of relevance to the current discussions. The board of directors also concluded that while management should be directed to follow up on any bona fide inbound inquiries about acquiring the Company and should be directed to solicit additional interest in an acquisition, the Company also had other viable strategic alternatives and noted that no decision had been made about whether or not to sell the Company.

The representatives from J.P. Morgan and Goldman Sachs then joined the meeting, and discussed with the board of directors Consortium A’s new request to permit a list provided by Consortium A of 63 potential co-investors into the process and to permit them to review the Company’s confidential information. After

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discussion, the board of directors concluded not to allow Consortium A to share the Company’s confidential information with the proposed list of 63 potential co-investors, both because of the risk of information leaks and the risk that Consortium A could be looking to “lock-up” these potential co-investors such that they could not participate in competing bids. Instead, the board of directors provided management with discretion to allow limited additional co-investor participation with Consortium A. The board of directors also discussed efforts to solicit competing bids to acquire the Company, including outreach efforts by J.P. Morgan and Goldman Sachs to a comprehensive list of other potential bidders, both private equity and strategic buyers.

Representatives of J.P. Morgan and Goldman Sachs then discussed with the board of directors a written expression of interest that they had received during the board of directors meeting from Ben Jenkins, Managing Partner of Digital Colony on behalf of a consortium anchored by Digital Colony and EQT Fund Management S.à.r.l., which along with EQT Partners Inc. we refer to as EQT, which parties we refer to collectively as Consortium B. The expression of interest also noted that the consortium included Party K, a Canadian investment advisory and management firm, which subsequently dropped out of Consortium B as of March 27, 2019. Mr. Jenkins’ proposal contained a not yet fully funded expression of interest from Consortium B to acquire the Company for a price in the range of $36 to $38 per share of Company common stock based upon their analysis of publicly available information. Mr. Jenkins also noted that Consortium B had already obtained a highly confident letter for debt financing from Deutsche Bank, was in discussions with several other banks and had engaged a separate team from Simpson Thacher pursuant to customary ethical walls as its legal counsel.

Also on December 16, 2018, Consortium A was granted access to a data room set up by the Company to facilitate the diligence process.

From December 17, 2018 to December 19, 2018, at the Company’s direction, J.P. Morgan and Goldman Sachs conducted outreach to various potential acquirers, including contacting 18 additional strategic and financial sponsor parties beyond Consortium A, Consortium B, Party H and Party I. These additional parties included Party L, a U.S.-headquartered private equity firm, Party M, a U.S. headquartered strategic entity, and Party N, a U.S.-headquartered private equity firm.

On December 17, 2018, a representative of Party N called Mr. Caruso to inform him that he had been contacted by the Company’s bankers as part of their outreach. The representative of Party N asked questions regarding price and Mr. Caruso’s plans regarding potentially continuing on at the Company following the consummation of a transaction and the potential roll over of his equity. Mr. Caruso responded that he was not authorized to, and did not intend to, engage in discussions on these topics, and that there had been no discussion around his future role with any interested party. The representative of Party N expressed interest in participating in an acquisition of the Company and noted that the Company’s bankers would likely get them involved in further discussions.

On December 18, 2018, representatives of J.P. Morgan and Goldman Sachs called Party H, which confirmed that while it was interested in a potential transaction with the Company, it was not in a position to do so on a standalone basis and would need financial support from FMR to get a deal done. It was also uncertain how quickly it would be able to move on any transaction.

On December 19, 2018, the Company and Consortium B (not including Party K) entered into a non-disclosure agreement. Among other things, the non-disclosure agreement restricted sharing of confidential information other than with expressly approved co-investors, imposed a one-year employee non-solicit on Consortium B and imposed a twelve-month standstill, subject to negotiated additional carve-outs, on Consortium B’s ability to acquire any Company common stock or any material portion of the Company’s assets. The standstill automatically terminated upon (1) the acquisition by any person or group of, or the Company’s entry into an agreement for any person or group to acquire, 50% or more of the Company’s voting securities or another transaction which would require approval of the Company’s stockholders, with limited exceptions, or (2) the commencement by a third party of a tender or exchange offer for 50% or more of the Company’s voting securities. We refer to this form of non-disclosure agreement as the Company’s Standard Form NDA.

On December 19, 2018, the Company and Consortium A also entered into a non-disclosure agreement which was materially consistent with the Company’s Standard Form NDA which replaced the earlier short form NDA that was previously in effect. The standstill provision of the non-disclosure agreement with Consortium A terminated upon entry into the merger agreement with Consortium B.

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Also on December 19, 2018, the Company provided Consortium A with a consent, permitting Consortium A to approach and share confidential information, including regarding the potential transaction, with Party J and eight additional potential consortium members to be selected by Consortium A from the list of 63 potential co-investors that had previously been provided by Consortium A and considered by the board of directors on December 16, 2018.

On December 20, 2018, the Company and Party K entered into a non-disclosure agreement which was materially consistent with the Company’s Standard Form NDA, other than that it provided a carve-out from the standstill provision for ordinary brokerage or other normal course business activities by portfolio managers who do not have access to confidential information. The standstill provision of the non-disclosure agreement with Party K terminated upon entry into the merger agreement with Consortium B.

Additionally, on December 20, 2018, numerous representatives of the Company and of Consortium B, including Party K, held on-site management presentations in Boulder, Colorado. Consortium B was also granted access to a data room set up by the Company to facilitate the diligence process.

Also on December 20, 2018, representatives of J.P. Morgan and Goldman Sachs had a call with Party I’s advisors to deliver feedback on the indication of interest from Party I as directed by the Company’s management, including that the transaction proposed by Party I for InfraCo only, and including a mix of cash and stock consideration, was not a current priority, but that the Company was open to considering different structures involving more sponsors and more cash, rather than such a large percentage of stock consideration.

Later on December 20, 2018, Party I’s advisors reached back out to the representatives of J.P. Morgan and Goldman Sachs regarding Party I reaching out to potential partners in the transaction, including Party A and EQT.

Also on December 20, 2018, Goldman Sachs provided a disclosure letter regarding certain of its relationships with private equity investors known by the Company to be members of Consortium A or members of Consortium B as of such date.

On December 21, 2018, representatives of J.P. Morgan and Goldman Sachs had a call with representatives of the Company to discuss Party I’s request to be allowed to reach out to additional potential partners. Following discussion, the representatives of the Company directed J.P. Morgan and Goldman Sachs to instruct Party I that it did not have permission to contact EQT, but that it was permitted to speak with five potential co-investors including Party A, which message they subsequently conveyed.

Also on December 21, 2018, a representative of Party A called Mr. Caruso to discuss a potential purchase of the Company’s colocation business, rather than all of the Company, if plans to sell all of the Company were unsuccessful.

On December 27, 2018, J.P. Morgan provided a disclosure letter regarding certain of its relationships with private equity investors known by the Company to be members of Consortium A or members of Consortium B as of such date.

On December 28, 2018, Mr. Caruso and Mr. Steinfort had a call with the representatives of Party B, Party D and Party G to discuss potential deal timing and progress on diligence. Mr. Caruso reiterated during the call that there was no reason to start working on definitive documentation until there was an agreement with Consortium A on key terms following diligence, including price.

On December 30, 2018, representatives of J.P. Morgan and Goldman Sachs had a call with advisors to Consortium A to discuss the status of their due diligence, key outstanding items and a timeline for submitting an updated proposal early in the new year.

On January 2, 2019, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance. The representatives from J.P. Morgan and Goldman Sachs did not attend the first part of the meeting, during which the board of directors discussed the financial terms negotiated with its proposed financial advisors, J.P. Morgan and Goldman Sachs, in connection with a potential transaction. Representatives of Skadden then reviewed with the board of directors the respective relationships disclosed by J.P. Morgan and Goldman Sachs with each of Consortium A and

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Consortium B, along with providing an overview of applicable Delaware law. Following discussion, the board of directors unanimously determined to proceed with J.P. Morgan and Goldman Sachs as the Company’s financial advisors in connection with a potential transaction involving a sale of the Company.

The representatives from J.P. Morgan and Goldman Sachs then joined the meeting and discussed with the board of directors an update on the status of progress with Consortium A and Consortium B. The board of directors was further advised that the Company’s management and Skadden were working on a markup of the draft merger agreement previously received from Consortium A along with accompanying confidential disclosure schedules, in a way that could easily be converted for use by Consortium B as well. Representatives of J.P. Morgan and Goldman Sachs also discussed recent conversations that they had with Party L and Party M, provided an update on the status of discussions with Party I and provided an update on potential other suitors, in addition to the 18 potential acquirers that representatives of J.P. Morgan and Goldman Sachs had begun reaching out to in December. The board of directors also discussed recent activist shareholder activity. Representatives from Skadden then led a discussion with the board of directors of material negotiation topics in the draft merger agreement.

In early January 2019, the Company formally engaged J.P. Morgan and Goldman Sachs, each of which was already engaged by the Company in connection with other matters, to specifically serve as the Company’s financial advisors in connection with a possible sale of the Company.

On January 9, 2019, numerous representatives of the Company and of Consortium A held an in-person diligence meeting and management presentations in Boulder, Colorado.

On January 11, 2019, a representative of Party L, met with Mr. Caruso, Mr. Steinfort and Ms. Stack in Boulder, Colorado to discuss various ways in which Party L might collaborate with the Company, including by an acquisition of the Company funded solely by Party L, a purchase of the Company’s colocation business or the Company’s Allstream business unit, comprised of Allstream Business US, LLC, Electric Lightwave, LLC and Allstream Business Inc., which we collectively refer to as Allstream, by Party L or a buy/leaseback transaction. The parties agreed to have a follow-up call to discuss Party L’s potential interest in Allstream.

On January 12, 2019, the representative of Party B requested a call with Mr. Caruso and Mr. Steinfort. During this call, the representative of Party B relayed Party E’s request that the Company grant permission to add Digital Colony to Consortium A to ensure that Consortium A had sufficient levels of funding, because a number of the Consortium A members might be unable to fund their commitments in light of challenging debt markets, and Party B was already at its concentration limit. The representative of Party B disclosed that Party E, a member of Consortium A, had initiated a conversation with a representative of Digital Colony, which Mr. Caruso pointed out may be a non-disclosure violation. Mr. Caruso also noted that the Company was likely not prepared to provide additional diligence materials, respond to requests for information or engage in contract negotiations until the board of directors received an updated view on the valuation of the Company from Consortium A, now that Consortium A had been provided sufficient information, analysis and access to management to update their offer price.

Also on January 12, Consortium A’s bankers called representatives of J.P. Morgan and Goldman Sachs to express that Consortium A would like to add Digital Colony to Consortium A. The representatives of J.P. Morgan and Goldman Sachs noted that they would consult with the Company.

On January 13, 2019, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance, during which the board of directors was provided an update concerning the status of progress with Consortium A and the status of Consortium B. Representatives from J.P. Morgan and Goldman Sachs provided an update received from Consortium A’s bankers to the effect that, according to Consortium A’s bankers, Consortium A was having difficulty getting the necessary funding together to firm up an offer for the Company. Mr. Caruso then discussed with the board of directors Consortium A’s request to allow Digital Colony to join Consortium A. Mr. Caruso also discussed with the board of directors whether a non-disclosure violation had occurred. Following discussion, the board of directors concluded that it would not be prudent to permit the consortia to consolidate and eliminate the potential for competition between them. J.P. Morgan and Goldman Sachs provided the board of directors with an update on Consortium B, including their view that Consortium B was not fully formed, Party K appeared less interested in the Company than Consortium B’s lead members, Digital Colony and EQT, and that Consortium B was not presently interested in having J.P. Morgan and Goldman Sachs do more to introduce them to other

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potential investors. J.P. Morgan and Goldman Sachs noted that they had repeatedly informed Consortium B that it still had time to firm up its consortium and make a bid for the Company. Discussion occurred concerning how the Company should respond to Consortium A. Subject to a further discussion by the independent directors, the board of directors determined that a firm message needed to be delivered to Consortium A that it had been provided sufficient access to information and must now provide a firm offer, and that if Consortium A were to come back with a lower price offer, it would not be well received. The board of directors also directed Skadden to communicate to counsel to Consortium A that it expected compliance with all confidentiality obligations.

Following the meeting, the Company’s independent directors separately met with Skadden to discuss how it should address and monitor potential conflicts if Consortium A, Consortium B or another party sought to have Mr. Caruso remain an executive following a potential acquisition. The Company’s independent directors noted that Mr. Caruso had reported to the board of directors that he had no such discussions to date with any party and noted that he should be instructed to continue not to have any such discussion unless and until such time as the board of directors approved his doing so. The Company’s independent directors also discussed the risks posed to stockholder value by continued distractions to management and the impact of the recent volatility of the debt markets related to Consortium A’s delay in executing on a transaction.

On January 13, 2019, following the board of directors meeting, Mr. Caruso and Mr. Steinfort called a representative of Party B. They discussed the outlook for debt and equity financing for Consortium A members, and in particular whether or not certain consortium members might be unable to get sufficient financing to satisfy their commitment amounts. Mr. Caruso also reiterated that non-disclosure obligations must be respected and advised the representative of Party B that the board of directors had decided that Digital Colony would not be allowed to join Consortium A. Mr. Caruso also emphasized that Consortium A must move quickly to reaffirm price, in response to which the representative from Party B indicated that a final offer would be ready the week of January 21st.

On January 13 2019, representatives of J.P. Morgan and Goldman Sachs also called Consortium A’s bankers to express that Digital Colony would not be allowed to join Consortium A and that Consortium A had been provided sufficient access to information and must now provide a firm offer, and that if Consortium A were to come back with a lower price offer, it would not be well received.

On January 14, 2019, Skadden informed Simpson Thacher, as counsel to Consortium A, that it expected compliance from Consortium A with all confidentiality obligations.

On January 16, 2019, while speaking with a representative of Party J, about an unrelated business matter, Mr. Gips asked about the status of Consortium A. The representative advised that Party J was ready to go, along with the other Consortium A private equity members, but that some of the infrastructure fund investors seemed concerned about risk mitigation concerning the Company’s business. Mr. Gips stated, consistent with the board of directors’ prior discussions, that the board of directors was growing impatient with the process and that Consortium A needed to move forward. He also warned that any effort to reduce the offer price would be poorly received by the board of directors.

On January 17, 2019, Mr. Caruso and Mr. Steinfort called the representative of Party B at his request, who asked additional diligence questions. Mr. Caruso indicated that he had been directed by the board of directors not to spend additional management time on responding to requests from Consortium A prior to receiving feedback on price and financing commitment levels. He further noted that Consortium A seemed to be signaling that they would be lowering their offer price, and that he was concerned that leaks to the press, conversations with shareholder activists and possible non-disclosure violations were part of an effort to lower the price and put pressure on the board of directors. The representative of Party B noted that Consortium A’s intent was to provide feedback early the following week, but that it might still be contingent upon further diligence.

Also on January 17, 2019, because Consortium B had not been active in conducting due diligence, Consortium B’s access to a data room set up by the Company to facilitate the diligence process was revoked.

On January 27, 2019, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance, during which it was noted that there had been no recent contact between the Company and Consortium A. The board of directors discussed how Consortium A had repeatedly set and then missed deadlines for responding to the Company. Additionally, the board of directors discussed recent news articles that may have been the result of information leaks which, if

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from Consortium A, would be in violation of their non-disclosure obligations. Members of the board of directors speculated that this might be an attempt to condition the market and pressure the Company into accepting a lower offer. The board of directors discussed ways to get a response from Consortium A more quickly, given the distraction for the Company’s management created by the prolonged process with Consortium A, and the need to communicate openly to the Company’s employees about the Company’s future plans in view of the media rumors about a potential sale of the Company. Following the meeting, the Company’s independent directors separately met with Skadden, J.P. Morgan and Goldman Sachs to discuss how to deal with public rumors regarding a potential sale of the Company.

On January 28, 2019, the CEO of Party O, a U.S.-headquartered real estate investment trust, called Mr. Caruso to advise him that he had seen a recent news report and was interested in participating in a syndicate if the rumors were true. In subsequent discussions between the Company and Consortium B, EQT expressed that it was not interested in having Party O join Consortium B.

Also on January 28, 2019, representatives of Party L called Ms. Stack and other Company representatives to discuss Allstream’s performance and the Company’s current thoughts around divestiture of the Allstream business.

On January 29, 2019, Mr. Caruso met with the president and CEO of Party I at the Metro Connect USA 2019 event in Miami, Florida. He indicated that Party I was close to being able to make an offer to acquire the Company which would likely be around 80% cash. Mr. Caruso noted that he was uncertain how the board of directors would respond to an offer that was less than all cash. The president and CEO of Party I also indicated that they would be interested in having management stay as part of such a transaction, but Mr. Caruso responded that he was not authorized to, and would not, engage in those conversations.

On January 29, 2019 while at Metro Connect in Miami, Florida, Mr. Caruso and Jack Waters, the Company’s COO, met with Jan Vesely, a Partner at EQT, to encourage EQT, alongside Digital Colony, to make a competitive bid to acquire the Company. Mr. Caruso emphasized that there was a window of opportunity to submit a bid and that if Mr. Vesely needed additional information regarding the Company’s leadership, Mr. Caruso or another board member would be happy to answer his questions. During the conversation, Mr. Vesely noted while he was very interested in acquiring the Company, he was concerned that Consortium A had already convinced potential funding sources that they had the deal locked up. Accordingly, Mr. Vesely was having trouble getting support from limited partners, who have holdings across multiple infrastructure funds (including funds that were speaking with Consortium A). Mr. Vesely expressed that he did not want to waste EQT’s resources on diligence if there was no real prospect to complete a deal. In response, Mr. Caruso emphasized that there is a path for Consortium B to get to a deal and that he thought the board of directors might be receptive to considering providing Consortium B with some assurances for them to get through diligence if they were to submit a bona fide offer

On January 29, 2019 while at Metro Connect in Miami, Florida, at Mr. Caruso’s request, Mr. Caruso and Mr. Waters later met with Mr. Ganzi to also encourage Digital Colony, alongside EQT, to make a competitive bid to acquire the Company. As in his conversation with Mr. Vesely, Mr. Caruso emphasized that there was a window of opportunity to submit a bid and that if Mr. Ganzi needed additional information regarding the Company’s leadership, Mr. Caruso or another board member would be happy to answer his questions. During the conversation, like Mr. Vesely, Mr. Ganzi also expressed concern that Consortium A had convinced potential funding sources that Consortium A had the transaction locked up, noting in particular that originally he had wanted Party E to be a part of Consortium B but Party E had heard from a representative of Consortium A, who was previously an executive at the Company, that Mr. Caruso would never agree to do a deal with Mr. Ganzi. This caused Party E to shift its focus from Consortium B to Consortium A. Mr. Ganzi also mentioned that a representative of Party E had told his colleague, Mr. Jenkins, that Digital Colony would be welcome to participate in Consortium A and would be invited to invest around one billion dollars if Consortium A was successful. Mr. Ganzi reiterated that he was still very interested in acquiring the Company, but needed to partner with EQT to do so, and EQT had the same reservations regarding Consortium A’s current positioning in the process, since both EQT and Digital Colony did not want to be used as a “stalking horse” and did not want to invest significant resources on diligence if there was no real opportunity for them to make an acquisition. Just as he had told Mr. Vesely, Mr. Caruso noted to Mr. Ganzi that he thought the board of directors might be receptive to considering providing Consortium B with some assurances for them to get through diligence if they were to submit a bona fide offer.

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On January 29, 2019, the Company and a U.K.-headquartered affiliate of Party A entered into a non-disclosure agreement related to the Company’s data center division that provided for a twelve-month standstill similar to the standstill provision in the Company Standard Form NDA. The standstill provision of the non-disclosure agreement with the affiliate of Party A terminated upon entry into the merger agreement with Consortium B.

On January 29, 2019, Mr. Caruso and Mr. Waters also met with representatives of Party B and Party F in Miami, Florida at Mr. Caruso’s request. During the meeting, the representatives of Party B and Party F stated that they were getting closer to submitting a revised proposal, but hinted that it would be at a lower price. They did not provide a concrete date for when the Company could expect to receive the updated proposal from Consortium A.

On January 31, 2019, the Nominating and Governance Committee of the board of directors convened its regularly scheduled meeting in Boulder, Colorado, which was attended by various members of the Company’s management, during which the committee discussed the Separation.

Also on January 31, 2019, the Company received a letter from an activist shareholder that owned approximately 4% of Company common stock that encouraged the Company’s management to accept an offer for an acquisition of the Company in the range of the low to mid-$30.00s per share.

On February 1, 2019, the Company received a letter from a second activist shareholder that owned approximately 2% of Company common stock that encouraged the board of directors to accept an offer for an acquisition of the Company in the range of $27.00 to $32.00 per share.

Also on February 1, 2019, Mr. Caruso reached out to Mr. Vesely, thanking Mr. Vesely for their meeting at the Metro Connect conference and encouraging EQT’s continued active participation in a consortium to potentially acquire the Company. Mr. Vesely responded that he was also interested in continuing to explore the acquisition, noting that representatives of J.P. Morgan also reached out to him that same day to schedule a call.

Between February 1, 2019 and February 5, 2019, at the suggestion of Mr. Caruso, representatives of J.P. Morgan and Goldman Sachs conducted outreach to two additional potential financial sponsors in an attempt to form a third consortium.

On February 2, 2019, representatives of J.P. Morgan and Goldman Sachs called Mr. Vesely to gauge EQT’s continued interest in a potential transaction. During the call, Mr. Vesely expressed that EQT remained interested, but wanted a consortium controlled by only two or at most three sponsors. Mr. Vesely also expressed that Consortium B would be open to receiving a passive investment from an additional strategic co-investor.

On February 4, 2019, Consortium A submitted an updated non-binding indication of interest confirming that they had completed their commercial due diligence and as a result were lowering the offered purchase price to $31.50 per share of Company common stock. This price represented approximately a 40% premium to the November 8, 2018 closing price, a 25% premium to the trailing thirty trading day volume-weighted average closing price as of February 1, 2019 and a 14% premium to the Company’s closing price on February 1, 2019. The proposal noted that Consortium A expected to be able to complete bring down and limited confirmatory diligence in as quickly as 48 hours of receipt of the supporting information, at which point Consortium A would be prepared to sign definitive documentation. The proposal also included various debt financing commitments to underwrite debt financing and noted that the proposed transaction would not be subject to a financing contingency. The proposal further noted that a draft of a proposed merger agreement for the transaction (together with an equity commitment letter and guarantee) was included in the proposal dated November 19, 2018, and that Consortium A and its legal counsel were standing by and ready to work with the Company and its counsel to finalize the definitive documentation for execution. The board of directors was promptly notified of the revised proposal.

On February 5 and 6, 2019, the board of directors convened its regularly scheduled quarterly meeting, which was attended by various members of the Company’s management along with representatives of Skadden, J.P. Morgan and Goldman Sachs.

During a session on February 5, 2019 that was only attended by members of the board of directors, Mr. Steinfort, Mr. Mooney, Ms. Stack and a representative of Skadden, the board of directors discussed a proposed response to the revised offer from Consortium A. The representative of Skadden provided an overview

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of the board of directors members’ legal obligations in considering Consortium A’s revised proposal. Following discussion, the board of directors unanimously determined that the revised offer undervalued the Company. The board of directors also discussed potentially divesting the Company’s colocation business and its potential value, including early stage interest in the colocation business from Party A. The board of directors further discussed a potential offer from Party I and how to best enable re-engagement with Consortium B. The board of directors discussed that Consortium B had been reluctant and slow to engage as a result of market and media rumors that Consortium A was well positioned to enter into a definitive agreement with the Company, which led to a perception on the part of Consortium B that it would be a waste of resources to fully engage in a process with the Company in view of these circumstances.

During a subsequent session on February 6, 2019, attended by the board of directors, Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs, a representative of Skadden discussed with the board of directors potential approaches to engaging with activist stockholders. The board of directors also discussed options for responding to Consortium A’s revised proposal. Following discussion, the board of directors directed Skadden, J.P. Morgan and Goldman Sachs to convey to Consortium A that leaks to the press and to activist stockholders were unacceptable and that the revised offer price of $31.50 was unacceptably low.

Between February 5, 2019 and February 12, 2019, representatives of J.P. Morgan and Goldman Sachs made multiple calls to Digital Colony, EQT, Party K and Party P, a Switzerland-headquartered private equity firm, to gauge their respective levels of interest in a potential deal and what it would take for them to engage. Digital Colony, EQT and Party K all indicated that they were optimistic after listening to the latest quarterly earnings and improving market backdrop. Party P indicated that they could not lead this deal, but would be willing to engage as part of a consortium.

On February 7, 2019, the representative of Party B reached out to J.P. Morgan to request a call, but, at the direction of Mr. Caruso, J.P. Morgan did not respond to this request.

Also on February 7, 2019, Mr. Caruso had a call with the president and CEO of Party I who re-affirmed Party I’s interest and confirmed the likelihood of stock being part of a proposal. Due to unrelated issues at Party I, Party I did not subsequently participate in any proposals to acquire the Company.

On February 8, 2019, the Company issued a statement that it no longer believed it to be in its stockholders’ best interests to pursue a public spin of the Company’s enterprise business as part of the Separation.

On February 11 and 12, 2019, the representative of Party B reached out to Mr. Caruso several times, asking if he was available for dinner with the representatives of Party B and D on February 13, 2019, which invitation Mr. Caruso accepted.

On the evening of February 11, 2019, Mr. Caruso had a social dinner with the chief executive officer of Party Q, a U.S.-headquartered strategic entity, who indicated that Party Q might be interested in an acquisition of the Company but that he would need to discuss it further.

On February 12, 2019, representatives of Skadden, J.P. Morgan and Goldman Sachs had a call with representatives of Consortium A to convey the board of directors’ message that leaks to the press and to activist stockholders were unacceptable and that the revised offer price of $31.50 was unacceptably low.

Also on February 12, 2019, Mr. Ganzi called Mr. Caruso. Mr. Ganzi explained that Consortium B was making substantial progress with its partner, EQT, in solidifying their equity arrangements in order to proceed with a proposal. Mr. Caruso reminded Mr. Ganzi that Mr. Caruso’s involvement in the Company following a transaction should not be part of such discussions and, at that point, Mr. Ganzi indicated that the continuing involvement of the Company’s management team would be expected. Mr. Caruso noted that he was not authorized to, and would not, engage in this topic.

On February 13, 2019, Mr. Caruso, Mr. Steinfort and Mr. Spruill, the Company’s Lead Independent Director, had dinner with the representatives of Party B and Party D in Boulder, Colorado, at which dinner the representatives of Party B and Party D informed the Company that none of Party B, D or G had leaked any information or violated their confidentiality obligations. They also noted that Party J had determined not to take part in Consortium A, and a number of the other eight potential additional co-investors they had approached were also not going to be taking part in Consortium A. They then asked for permission to contact additional investors.

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They further noted that they had heard rumors that the Company might be looking to sell its colocation business. Mr. Caruso conveyed the board of directors’ message that the Company would not be transacting at $31.50 per share and that any leaks would not be tolerated. He further noted that if they wanted to get a deal done, they needed to be more decisive and act quickly. He also noted that they likely would not be permitted to add additional investors, given their track record and that there were competing bidders.

On February 15, 2019, Mr. Caruso and representatives of J.P. Morgan and Goldman Sachs had a call with Mr. Vesely and Mr. Ganzi, during which Mr. Vesely and Mr. Ganzi explained that they would like to be able to send over an indication of interest in the next week. They also stressed that they have a strong co-investor base. They then discussed a potential timeline and Mr. Caruso suggested additional potential consortium members that might be interested in joining Consortium B. Following the call, Mr. Caruso sent a note to the chief executive officer of Party Q to make an introduction.

Also on February 15, 2019, Mr. Caruso, Mr. Steinfort and Mr. Spruill had a call with a representative of Party E who stated that Party E had also not leaked any information or violated its confidentiality obligations and that they take their confidentiality obligations very seriously. He further affirmed that no additional information would leak out from Consortium A. Mr. Caruso noted that the Company would have to defend itself if leaks and related activist pressure ended up causing the Company further damage.

On February 20, 2019, Consortium A submitted an updated non-binding indication of interest increasing the offered purchase price to $32.00 per share of Company common stock as their “best and final offer.” This price represented approximately a 42% premium to the November 8, 2018 closing price, a 22% premium to the trailing thirty trading day volume-weighted average closing price as of February 19, 2019 and a 26% premium to the Company’s closing price on February 19, 2019. The proposal provided that Consortium A was amenable to considering a customary “go-shop” provision. The proposal noted that the updated purchase price had been reviewed and approved at the highest levels of each member of Consortium A, that Consortium A remained ready, willing and able to contract with the Company on an expedited basis and again confirmed that Consortium A had completed its commercial due diligence, other than a customary diligence bring down and limited confirmatory review that could be completed in as quickly as 48 hours from receipt of the supporting information. The proposal was set to expire if the Company did not respond by 5:00 p.m. Eastern on February 26, 2019, including providing feedback on the draft merger agreement submitted with the initial proposal dated November 19, 2018, to work toward a signing with a target announcement of no later than March 4, 2019. The board of directors was promptly notified of the revised proposal.

Also on February 20, 2019, Mr. Caruso and Mr. Ganzi had a phone call during which Mr. Ganzi provided an oral indication on behalf of Consortium B that it would be in a position to make a proposal at $35.00 per share of Company common stock. Mr. Ganzi also noted that he expected a thirty-day process to get to signed definitive agreements. Mr. Ganzi explained that he expected to speak with a representative from J.P. Morgan over the weekend and that the Company should expect a written proposal by the following Monday or Tuesday. Mr. Ganzi also described the equity commitments that were already secured.

On February 24, 2019, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance, during which the board of directors discussed recent communications with Consortium A and Consortium B, including the most recent “best and final” offer by Consortium A for $32.00 per share and the anticipated Consortium B offer of $35.00 per share. The board of directors also discussed the Company’s prospects as a stand-alone company and a potential sale of the Company’s colocation business. The representatives from J.P. Morgan and Goldman Sachs then left the meeting, and the board of directors further discussed the potential sale of the Company’s colocation business and how to handle a potential request for exclusivity by Consortium B. Following discussion, the board of directors authorized the Company’s management, in consultation with Mr. Spruill, as Lead Independent Director, to negotiate and enter into a period of exclusivity of 3 to 4 weeks with Consortium B. The board of directors also determined that it would not transact at the $32.00 per share offered by Consortium A. Management members then left the meeting and the independent directors continued the discussion regarding Mr. Spruill’s discussions with stockholders, the standalone case for the Company and the potential for CEO succession in connection with other strategic alternatives.

Also on February 24, 2019, a representative from J.P. Morgan spoke with Mr. Ganzi.

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On February 26, 2019, Mr. Caruso met with a representative of Party N in San Francisco, California to discuss continued interest by Party N in making a material investment in the Company as a public company and finding ways to use that investment to further the Company’s strategy to focus on the network business.

Also on February 26, 2019, Consortium B submitted a confidential non-binding preliminary indication of interest proposing to purchase all of the Company’s outstanding common shares for a price $35.00 per share in cash. This price represented approximately a 36% premium to the Company’s closing price on February 21, 2019, and was contingent upon any proceeds of a potential sale of the Company’s colocation business remaining with the Company. The proposal indicated that the equity financing would be provided by Consortium B , and that Consortium B was working towards getting sufficient debt financing, such that Consortium B did not expect the transaction to be subject to any financing conditions. The proposal noted that Consortium B was prepared to move expeditiously to complete diligence but only if Consortium B was granted a 30-day exclusivity period to complete initial commercial and operational due diligence, to be extended by 15 to 30 days to finalize confirmatory due diligence and negotiate definitive documents. The proposal was accompanied by highly confident letters from several banks. The board of directors was promptly notified of this indication of interest.

On March 1, 2019, Mr. Caruso, Mr. Steinfort and Mr. Spruill had a call with representatives of Parties B, D and G to communicate the message from the board of directors that it would not transact at the $32.00 per share offered by Consortium A. On this call, the representatives of Consortium A explained that, given that they had a large consortium and that they were pricing at the lowest common denominator, it was challenging for them to increase their offer. Mr. Spruill indicated that $32.00 left too big of a gap and asked if they would consider reconstituting their group. In response, they indicated that it was challenging to remove any member of Consortium A. The representative of Party B asked if there was any additional feedback from the board of directors that they might take back to the other members of Consortium A. Mr. Caruso explained that the board of directors had taken Consortium A’s written statement that $32.00 per share was their “best and final” offer at face value, and hence had not provided any additional feedback to share with Consortium A. Mr. Caruso agreed to discuss internally whether there were any further steps that could be taken or more feedback that could be provided to Consortium A.

On March 4, 2019, a representative of Party E called a representative of Goldman Sachs to communicate that the $32.00 per share offered by Consortium A was Consortium A’s best and final offer. During the call, the representative of Party E expressed that he was unaware of the March 1, 2019 phone call between the Company and Parties B, D and G, but that Party E was the largest investor in Consortium A and was already close to its limit. The representative of Party E further noted that Party E would not be disappointed if a deal was later announced at a price near $35.00 per share with another party.

On March 5, 2019, the Company, EQT and Digital Colony entered into an exclusivity agreement providing that the Company would exclusively negotiate a potential business combination transaction with Consortium B, other than with respect to a potential sale of the Company’s colocation business. The exclusivity period was set to terminate upon the earlier of April 4, 2019 or such time as Consortium B materially and adversely changed or modified its last proposal, including any proposed reduction in the offered price of $35.00 per share. The agreement provided for up to two subsequent 10-day extensions of the exclusivity period as long as Consortium B confirmed at such time that it desired to continue to pursue the transaction at $35.00 per share and the parties continued to be actively engaged in pursuing the transaction in good faith such that binding definitive transaction documentation could be entered into within 20 days. The exclusivity agreement also provided that the Company could terminate the exclusivity period following the end of the initial period or during any extension thereof, in which case the Company would have to pay Consortium B $6,000,000. The Company would also have to pay Consortium B $6,000,000 if it failed to reasonably cooperate with Consortium B in its due diligence during the exclusivity period or $3,500,000 if it failed to accept a reasonable final and binding offer to acquire the Company for at least $35.00 per share on reasonable and customary terms for a public company acquisition by a private equity acquirer including representations and warranties insurance. In any of these circumstances, if the Company proceeded to then enter into a definitive agreement to be acquired by a third party other than Consortium B within 90 days, then the Company would have to pay Consortium B an additional $7,500,000.

Also on March 5, 2019, Consortium B was again granted access to a data room set up by the Company to facilitate the diligence process, and access to the data room was revoked for Consortium A.

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On March 5, 2019, Skadden sent Simpson Thacher, as counsel to Consortium B, a draft of the merger agreement.

Between March 5, 2019 and May 8, 2019, representatives of the Company’s management, J.P. Morgan, Skadden, Consortium B, Consortium B’s financial advisor, Morgan Stanley & Co. LLC (with respect to the period between March 14, 2019 and May 8, 2019), which we refer to as Morgan Stanley, and Simpson Thacher held various meetings and calls to negotiate the terms of the proposed merger agreement, including issues implicating deal certainty, required efforts to obtain regulatory approvals and financing, and termination fees, and related ancillary documents, and exchanged drafts of the merger agreement and ancillary documents, and Consortium B and its advisors continued to perform their due diligence on the Company.

On March 6, 2019, the Company began to formally solicit interest in the Company’s colocation business in connection with which, J.P. Morgan was instructed to run a formal process to sell the colocation business. Approximately 50 parties were contacted to gauge their interest in a potential transaction.

Also on March 6, 2019, the Company announced that it was postponing its Analyst Day, originally scheduled for March 14, 2019, to allow the board of directors and management time to explore strategic alternatives that may enhance shareholder value, while retaining focus on execution and driving organic growth.

On March 7, 2019, the activist shareholder, Starboard Value, released a public letter urging the Company to sell, but did not specify a price at which it would support a sale.

On March 10, 2019, Mr. Caruso received a call from a business contact on behalf of Party B to inquire whether it made sense for Party B to continue working on the deal. Mr. Caruso referred the contact from Party B to the public announcement that the Company had made earlier in the week that it had indefinitely postponed its Analyst Day to allow the board of directors and the Company’s management time to evaluate strategic alternatives. Mr. Caruso did not comment when asked if there was any concrete feedback concerning steps that Party B could take.

Also on March 10, 2019, Mr. Caruso and Mr. Steinfort spoke with representatives from Party N who were proposing to make an investment in the Company, in connection with which they would join the board of directors and provide stable, long-term committed capital. Mr. Caruso and Mr. Steinfort agreed to discuss this proposal with their advisors, including Mr. Spruill.

On March 14, 2019, Mr. Gips provided the other members of the board of directors with an update on the potential executive succession planning, including a summary of a meeting between Mr. Caruso and a potential candidate.

On March 15, 2019, Mr. Caruso, Mr. Steinfort, Ms. Stack and Mr. Spruill along with representatives of J.P. Morgan and Goldman Sachs had a call with Party N to discuss due diligence in connection with the potential private investment in public equity, which we refer to as a PIPE investment, by Party N in the Company, once Party N had entered into an acceptable non-disclosure agreement, and the fact that the Company was simultaneously exploring other strategic alternatives.

On March 18, 2019, the Company and Party N entered into a non-disclosure agreement which was materially consistent with the Company’s Standard Form NDA. The standstill provision of the non-disclosure agreement with Party N terminated upon entry into the merger agreement with Consortium B.

Between March 19, 2019 and April 8, 2019, the Company entered into non-disclosure agreements with 21 potential acquirers of the Company’s colocation business, which provided for standstills of varying length similar to the standstill provision in the Company Standard Form NDA. The standstill provisions of these non-disclosure agreements all terminated upon entry into the merger agreement with Consortium B.

On March 20, 2019, Mr. Vesely and Mr. Ganzi invited Mr. Caruso to dinner on March 28, 2019 in Boulder, Colorado. Mr. Caruso indicated that a representative of Goldman Sachs would also join the dinner.

Also on March 20, 2019, a representative of Party B reached out to Mr. Caruso to ask for a brief call. Mr. Caruso responded that he could only speak with them regarding the Company’s colocation business, and based on that understanding a call was set for the next morning at 7:00 am.

On March 21, 2019, two representatives of Party B, Mr. Caruso and Mr. Steinfort had a call during the course of which it became evident that the representatives of Party B did not want to discuss the Company’s

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colocation business but rather attempted to discuss an acquisition of the Company. A representative of Party B indicated they may e-mail the Company, and that if exclusivity ends, Party B would like to re-engage, and that Party B individually was willing to offer $35.00 per share of Company common stock, but could not currently get the rest of Consortium A there. Given the exclusivity agreement with Consortium B, Mr. Caruso explained that he could not discuss this topic and ended the call.

On March 22, 2019, the board of directors convened a meeting, with Mr. Steinfort and a representative of Skadden in attendance, during which Mr. Caruso provided an update regarding recent inbound communications on March 20 and March 21 from Party B, a member of Consortium A. Mr. Caruso noted that the Company was not permitted to engage in discussion with Party B regarding a potential sale of the Company (as opposed to its colocation business) given the exclusivity agreement with Consortium B. Following discussion, the board of directors directed the representative of Skadden to inform Consortium B of the inquiry. The board of directors discussed the status of the transaction with Consortium B including progress on due diligence, as well as the status of the sales process for the Company’s colocation business. Additionally, the board of directors discussed potential executive candidates for the Company and the engagement of an executive search firm. Management then left the meeting and the Company’s independent directors further discussed the Company’s prospects on a stand-alone basis, including a proposed PIPE investment by Party N. The Company’s independent directors also further discussed the potential impact and timing of a transaction with either Consortium A or Consortium B.

On March 22, 2019, immediately following the board of directors meeting, pursuant to the requirements of the exclusivity agreement with Consortium B and as directed by the board of directors, Mr. Mooney provided notice to Consortium B that a third party had made an inquiry in connection with a potential acquisition, without providing a proposed purchase price.

Also on March 22, 2019, representatives of J.P. Morgan and Goldman Sachs had a call with Party N to verify its willingness to conduct due diligence, despite the fact that the Company was also pursuing strategic alternatives that may prevent an investment by Party N. Party N confirmed its interest in conducting diligence, following which Party N was again granted access to a data room set up by the Company to facilitate the diligence process.

On March 25, 2019, representatives of Consortium B, J.P. Morgan, Goldman Sachs, Mr. Caruso, Mr. Steinfort and Ms. Stack had a diligence call to discuss the current status of Consortium B’s diligence efforts and to prepare for upcoming face to face management meetings.

On March 27, 2019, representatives of Consortium B informed J.P. Morgan, Goldman Sachs, and representatives of the Company that Party K was no longer part of Consortium B because it would not be expected to receive control rights.

On March 28 and 29, and April 1 and 2, 2019, numerous representatives of the Company met with representatives of Consortium B for in-depth management presentations in Boulder, Colorado. During these meetings a range of topics were discussed, including company strategy, detailed business discussions, accounting, finance and network diligence.

On the evening of March 28, 2019, Mr. Caruso and a representative of Goldman Sachs had dinner with Mr. Vesely and Mr. Ganzi in Boulder, Colorado. During the dinner, Mr. Vesely and Mr. Ganzi explicitly noted that, in connection with their potential acquisition of the Company, Consortium B needed to partner with management to ensure that there was a capable management team in place following the acquisition. Mr. Caruso responded that he was not authorized to, and did not intend to, engage in discussions on these topics unless authorized to do so by the board of directors. Mr. Caruso noted that whether or not Mr. Caruso would be CEO or otherwise be involved in the Company following any potential transaction would have no bearing on the board of directors’ evaluation of Consortium B’s offer, and that this topic could only be discussed if the board of directors determined that it was necessary and appropriate. While he could not and would not engage in any potential discussion of his role at the Company following any potential transaction, Mr. Caruso did note that, if the negotiations were otherwise concluded and agreed upon, he would personally be open to rolling over a portion of his current ownership interests in the Company without that being contingent upon his retention in any role at the Company following a potential transaction. Mr. Caruso also noted that, if the transaction were to occur, he would certainly be committed to the ongoing success of the Company and to helping the new investors achieve a positive outcome, whether or not he was the Company’s CEO or otherwise involved with the Company. Mr. Caruso again stated that he was equally open to stepping aside as the Company’s CEO or,

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depending upon Consortium B’s plans for the Company, potentially continuing on as the Company’s CEO following a transaction if that was Consortium B’s preference, but that in no event would any such considerations impact the board of directors’ evaluation of the proposed transaction. Mr. Ganzi and Mr. Vesely asked a number of questions about other members of the Company’s executive team, and Mr. Caruso responded that he felt that nearly all of the Company’s top executives were committed to the Company’s long-term success and in his opinion would serve as the most appropriate team to continue to manage the Company following any potential acquisition.

On March 30, 2019, Simpson Thacher, as counsel to Consortium B, sent Skadden a revised draft of the merger agreement reflecting, among other issues, disagreement regarding termination fees.

On April 2, 2019, the Company engaged J.P. Morgan to serve as the Company’s financial advisor in connection with a possible divestiture of the Company’s colocation and cloud services division.

On April 3, 2019, a portfolio company of Party B informed J.P. Morgan that they were precluded from participating in the process to acquire the Company’s colocation and cloud services division because of a joint bid agreement they had signed with Consortium A.

On April 4, 2019, Consortium B sent the Company a letter exercising its right under the exclusivity agreement to extend the exclusivity period by 10 days to April 14, 2019 and re-affirming its offer of $35.00 per share of Company common stock. The letter further noted that Consortium B had substantially completed due diligence on the Company with largely only confirmatory items remaining.

Also on April 4, 2019, Mr. Caruso and Mr. Steinfort spoke with Mr. Ganzi and Mr. Vesely to discuss how several limited partners and debt providers had expressed to Consortium B that they were exclusive to Consortium A, which was delaying Consortium B’s co-investor efforts. Mr. Caruso noted that the Company had no agreements in place that would permit any party to make any of these limited partners or debt providers exclusive.

On April 5, 2019, after running into Mr. Caruso at a NVC Judging Event at the University of Colorado, in Boulder, Colorado, a representative of Party P contacted Mr. Caruso to state that he was in contact with EQT and would still welcome the opportunity to work with the Company.

On April 6, 2019, Skadden sent Simpson Thacher, as counsel to Consortium B, a revised draft of the merger agreement reflecting, among other issues, disagreement regarding termination fees.

On April 10, 2019, the deadline for potential acquirers to submit a bid for the Company’s colocation business, the Company received four preliminary, non-binding indications of interest, with the highest bid coming from Party A. The indicative prices in these indications of interest were subject to various assumptions, due diligence and did not including financing commitments, but were otherwise generally in line with management’s valuation expectations for the colocation business.

On April 14, 2019, Morgan Stanley, on behalf of Consortium B, informed representatives of J.P. Morgan and Goldman Sachs that Consortium B was exercising its right under the exclusivity agreement to extend the exclusivity period a second and final time by an additional 10 days to April 24, 2019 and re-affirmed its offer of $35.00 per share of Company common stock.

On April 18, 2019, Simpson Thacher, as counsel to Consortium B, sent Skadden a revised draft of the merger agreement reflecting, among other issues, disagreement regarding termination fees.

On April 19, 2019, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance. The representatives from J.P. Morgan and Goldman Sachs did not attend the first part of the meeting, during which the board of directors discussed the status of the sale of the Company’s colocation business and the board of directors was informed that 52 parties had been contacted and four non-binding bids had been received, after which it was decided to push forward with all bidders, with the most urgency focused on Party A and the second highest bidder. The representatives from J.P. Morgan and Goldman Sachs then joined the meeting and Mr. Caruso provided a summary of recent communications with Consortium B and unsolicited and unreturned inbound outreach from Consortium A. With respect to Consortium A, it was noted that Party B was continuing to reach out to Mr. Caruso frequently, to which Mr. Caruso consistently responded that they could not engage with Party B. It was also noted that members of Consortium A were apparently continuing to block access to limited partners, advisors, and debt sources for Consortium B. With respect to Consortium B, it was reported that substantial work remained on the merger agreement, though there were only a

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small number of material items still under negotiation, including with respect to the level of termination fees and the appropriateness of a regulatory termination fee, and that Consortium B was continuing to pull together its equity syndicate. The board of directors discussed appropriate responses to Consortium B to motivate a greater sense of urgency in finalizing the transaction. During the meeting, representatives of J.P. Morgan and Goldman Sachs discussed with the board of directors their preliminary financial analyses with respect to various strategic options. The board of directors also discussed with its advisors the proposal from Party N for a PIPE investment. The representatives from J.P. Morgan and Goldman Sachs then left the meeting, and the board of directors had a further discussion regarding the sale of the Company’s colocation business, potential candidates for CEO succession and timing for a transaction with Consortium B and options in the event that Consortium B asked for an extension of exclusivity. Following discussion, the board of directors concluded that the parties should be close enough that there was no need to extend exclusivity with Consortium B.

On April 20, 2019, Mr. Caruso and Mr. Steinfort had a call with Mr. Ganzi and Mr. Vesely to discuss progress and the plan forward. Mr. Ganzi and Mr. Vesely explained that while they were committed at $35.00 per share, it would not be possible to finalize an agreement by the end of the exclusivity period on April 24. Rather, they anticipated that everything could be finalized by May 7th or 8th, as finalizing all of their equity financing remained the biggest hurdle. They suggested meeting again on April 23rd and 24th to finalize any remaining issues in the merger agreement and determine the transaction structure.

On April 22, 2019, Skadden sent Simpson Thacher, as counsel to Consortium B, a revised draft of the merger agreement reflecting, among other issues, disagreement regarding termination fees.

On April 23 and 24, 2019, representatives of the Company, including Mr. Caruso, Mr. Steinfort, Mr. Mooney and Ms. Stack, Mr. Ganzi and Mr. Vesely, together with representatives of Skadden and Simpson Thacher, met in Denver, Colorado to engage in in-person negotiations regarding the merger agreement and proposed acquisition of the Company. Topics of negotiation regarding the merger agreement included, among others, the magnitude of termination fees, whether or not to include regulatory termination fees, whether or not to provide expense reimbursement in connection with a failed shareholder vote, efforts required and time allotted to obtain regulatory approvals, efforts required in connection with financing, closing conditions, interim operating covenants and representations and warranties. Following the conclusion of the in-person negotiations, Consortium B requested that exclusivity be extended to allow the definitive agreements to be finalized.

The exclusivity period with Consortium B ended at 11:59 pm Mountain time on April 24, 2019.

As directed by the board of directors, the Company rejected Consortium B’s request to extend exclusivity. However, Consortium B required a letter of understanding to be in place between the parties, and on April 25, 2019, the Company and Consortium B entered into a letter agreement pursuant to which the Company and Consortium B agreed to continue to pursue an acquisition of the Company by Consortium B in good faith with a target execution of no later than 11:59 p.m. Mountain time on May 8, 2019. As part of the letter, the Company agreed that prior to 11:59 p.m. Mountain time on May 8, 2019, the Company would not (i) enter into a definitive agreement or letter of intent with another party for an acquisition of the Company or (ii) enter into an exclusivity arrangement with another party related to an acquisition of the Company.

Also on April 25, 2019, in view of the expiration of exclusivity with Consortium B, Mr. Caruso and Mr. Steinfort accepted a call from a representative from Party B. According to the representative, while Party B was prepared to individually support a proposal with a $35.00 per share price, he could not be certain that all members in Consortium A would be willing to move up in price at all, much less to $35.00. He further indicated that Party B would be willing to join another consortium at $35.00 per share if another consortium was available and had an equity gap. Mr. Caruso noted that they were not currently aware of another consortium with an equity gap. The representative from Party B offered to come with the CEO of Party B to meet with the Company’s management, but Mr. Caruso did not agree to meet with them. The representative from Party B then noted that he would follow up further with the other members of Consortium A.

On April 26, 2019, the board of directors convened a meeting, with Mr. Steinfort, Ms. Stack, other representatives of the Company’s management and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance, during which Mr. Caruso provided an update regarding his and Mr. Steinfort’s discussion with a representative of Party B and the fact that during such discussion the representative indicated Party B would be willing to join another consortium at $35.00 per share if another consortium was available and had an equity gap, to which Mr. Caruso responded that they were not aware of any consortium with an equity gap. The board

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of directors discussed the status of Consortium A related to price, funding ability, and other matters. The board of directors also discussed recent negotiations with Consortium B, including the status of the merger agreement and the current equity financing status of EQT and Digital Colony. Mr. Caruso also confirmed that there had been no agreement between Consortium B and the Company’s management, or any discussion on these topics since March 28, 2019, regarding on-going management roles at the Company following a transaction or an equity roll over. The board of directors also discussed Consortium B’s renewed request for an extension of exclusivity, following which the board of directors delegated to Mr. Caruso the authority, if required, to grant a limited restriction on the Company’s ability to seek alternative transactions prior to May 9, 2019 and to otherwise expand the obligations under the letter agreement previously entered into between the Company and Consortium B on April 25, 2019. The board of directors also discussed the status of the sale of the Company’s colocation business, including updates on progress with Party A. Mr. Caruso then provided a short summary of the status of discussions with a potential candidate for CEO succession. Given the status and timing of activity with Consortium B, the board of directors determined to delay discussion on that until a future meeting.

Following the board of directors meeting, on April 26, 2019, at the request of Consortium B, in connection with its efforts to complete its discussions with equity co-investors, the Company and Consortium B entered into a letter agreement that expanded the scope of restrictions in the letter agreement entered into on April 24, 2019, such that the Company agreed that, prior to 11:59 p.m. Mountain time on May 8, 2019, the Company would not (i) enter into a definitive agreement or letter of intent with another party for an acquisition of the Company or enter into an exclusivity arrangement with another party related to an acquisition of the Company, (ii) divest or enter into an agreement to divest any material assets outside the ordinary course of business, (iii) proactively reach out to another party regarding an acquisition of the Company (though the Company reserved the right to respond to inquiries and requests from a third party), or (iv) give permission to another party to speak with any potential financial sponsor already identified by Consortium B as a potential co-investor.

Also on April 26, 2019, Consortium A submitted an updated non-binding indication of interest which did not specify a purchase price, but rather expressed that following the grant of access to the data room and additional due diligence on recent performance, Consortium A would be able to submit a “compelling” updated proposal. The indication of interest also proposed immediately setting up a meeting between Consortium A and the Company and its advisors. The board of directors was promptly notified of the non-binding indication of interest.

Following receipt of this updated indication of interest, the Company’s management reviewed the proposal with representatives of Skadden and Mr. Spruill. Following discussion, during which it was noted that the proposal was consistent with the message delivered the prior night by the representative from Party B which had been discussed by the board of directors that morning, Mr. Caruso and Mr. Spruill wrote to representatives of Consortium A advising Consortium A that the Company was not prepared to engage with Consortium A on the basis of this proposal. They noted that they were mindful of their prior experiences with Consortium A and, as such, were being appropriately cautious in their decisions regarding (i) sharing confidential information and (ii) allocating resources without substantially more certainty of an acceptable and viable outcome. They further noted that they were mindful of any action taken by Consortium A that would have the effect of interfering with the Company’s other opportunities or that might impact the Company’s stock price, including (i) communicating confidential information, both factual and erroneous, to third parties and (ii) blocking private equity investors, other than as expressly permitted by the Company, from participating in other Company-related transactions. They noted in closing that they had previously shared these concerns with Consortium A, and emphasized that it was in the best interests of all parties to protect confidential information and avoid actions that might interfere with other initiatives.

Later on April 26, 2019, Phil Canfield, a managing director of Party G, called Mr. Caruso and Mr. Steinfort to discuss prospects for restarting negotiations with Consortium A. Mr. Canfield noted that Consortium A had a strong interest in conducting a transaction with the Company, had equity and debt lined up, and that they had clearly erred in sending a proposal to the Company without a firm price indication at this point. He noted that he would go back to Consortium A to get a real offer to put in front of the Company which would include a purchase price.

Additionally on April 26, 2019, Simpson Thacher, as counsel to Consortium B, sent Skadden a revised draft of the merger agreement reflecting agreement regarding termination fees.

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On April 28, 2019, Skadden sent Simpson Thacher, as counsel to Consortium B, a revised draft of the merger agreement.

On April 29, 2019, Simpson Thacher, as counsel to Consortium B, sent Skadden a revised draft of the merger agreement, reflecting only a few open points of disagreement.

Also on April 29, 2019, Mr. Caruso had a call with Mr. Ganzi to discuss the ongoing merger agreement negotiations, which were progressing towards completion, and which both men agreed should be finalized to be signed as soon as possible. During the call, Mr. Ganzi raised the potential for a post-closing management equity pool. Mr. Caruso told Mr. Ganzi that any such conversations should wait until after the signing of the merger agreement, unless Consortium B felt that some level of discussions must occur before signing, in which case the Company would evaluate any requests made.

On April 30, 2019, Mr. Caruso and Mr. Ganzi had a call in which Mr. Ganzi explained that it was particularly important to EQT to secure Mr. Caruso’s commitment to stay on as CEO, along with Mr. Waters’ and Mr. Steinfort’s commitments to staying on in their current roles, and to roll over his equity. Mr. Ganzi noted that EQT wanted to have that conversation in the next few days. Mr. Caruso noted that once all substantive issues in the merger agreement were agreed upon, he would agree to speak with the board of directors and the Compensation Committee to determine whether the board of directors would be willing to authorize such discussions. Mr. Caruso also stated that his current concern was with the treatment of the equity currently held by employees plus the equity that would be issued between sign and close, all of which had to be settled prior to discussing any post-closing management agreements. Mr. Ganzi noted that EQT would likely want to discuss members of management remaining with the Company following the acquisition and understand how much equity Mr. Caruso was willing to roll over before signing the merger agreement.

Also on April 30, 2019, numerous representatives of the Company and of Party N held on-site management presentations in Boulder, Colorado with regards to the potential PIPE investment.

On May 1, 2019, Consortium A (other than Party E, which dropped out of Consortium A) submitted an updated non-binding indication of interest with a revised purchase price of $33.50 per share of Company common stock. The updated proposal also confirmed that Consortium A had completed commercial due diligence. The updated proposal noted that Consortium A could finalize its financing concurrently with a finalization of the transaction documentation, and that Consortium A’s advisors were ready and willing to meet immediately with the Company and its advisors to finalize the transaction documentation. The board of directors was promptly notified of the non-binding indication of interest.

Also on May 1, 2019, J.P. Morgan provided a supplemental disclosure letter regarding certain of its relationships with certain private equity investors known to the Company to be members of Consortium B as of April 18, 2019.

On May 2, 2019, Mr. Spruill met with Mr. Steinfort, Mr. Mooney, Ms. Stack and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance to discuss and compare the revised Consortium A offer and the Consortium B offer, during which discussion it was noted that the offer from Consortium B was superior in multiple ways, including price. During the meeting, representatives of J.P. Morgan and Goldman Sachs discussed their preliminary financial analyses of the Consortium B proposal.

On May 3, 2019, Consortium B sent the board of directors a confirmation letter, indicating that it desired to continue to pursue the potential acquisition of the Company at a price of $35.00 per share and that Consortium B believed that the draft merger agreement was substantially complete and that Consortium B had made substantial progress with equity co-investors and debt financing parties. The confirmation letter noted that, in order to finalize the arrangements around the Company’s acquisition, Consortium B was requesting permission to discuss the terms of management’s continued investment in the Company and post-closing management equity incentive arrangements with Mr. Caruso and other members of the Company’s senior management team.

Following receipt of the confirmation letter, on May 3, 2019, the Compensation Committee of the board of directors, in consultation with Mr. Spruill, agreed to permit Mr. Caruso and other senior executives to discuss with Consortium B potential management roles at the Company following closing of the transaction and a potential roll over of equity, as per Consortium B’s request.

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Later on May 3, 2019, Mr. Vesely, Mr. Ganzi, and Mr. Caruso, with a representative of Skadden in attendance, spoke. Mr. Vesely and Mr. Ganzi expressed their interest in having Mr. Caruso continue as CEO and in retaining the overall executive team, including Mr. Steinfort and Mr. Waters. They described a proposed management incentive plan and communicated that they would be able to share a proposal for this plan in writing within a couple of days. They also proposed that Mr. Caruso, Mr. Steinfort and Jack Waters, roll over approximately 50% of their vested and unvested shares, or $180 million for Mr. Caruso, $5.9 million for Mr. Steinfort and $5.7 million for Mr. Waters. Mr. Caruso responded that he believed that they should not attempt to negotiate a management agreement prior to entering the merger agreement, as such negotiations would cause a delay. Mr. Caruso proposed that he would commit to rolling over approximately 30% of his equity in the Company, and that such roll over would not be linked to whether or not he remained CEO. Mr. Caruso could not speak for Mr. Steinfort and Mr. Waters. The group agreed to invite Mr. Steinfort and Mr. Waters to join the meeting. Mr. Vesely and Mr. Ganzi expressed a similar message to Mr. Caruso’s to Mr. Steinfort and Mr. Waters and further requested them to consider the rollover request and review the high-level proposed management incentive plan without specifics on any individual’s participation in such plan.

Also on May 3, 2019, representatives of J.P. Morgan and Goldman Sachs contacted the representative of Party B to clarify details regarding Consortium A’s offer price, financing certainty and deal timing, which information they promptly reported back to the board of directors. One topic of discussion was why Consortium A’s offer price was lower than $35.00, given Party B’s prior statements that Party E was the reason Consortium A could not reach $35.00, but even without Party E, Consortium A was still offering $1.50 below $35.00. Party B responded that $33.50 was the price level at which the current members of Consortium A could reach a consensus.

Additionally on May 3, 2019, Mr. Caruso informed Mr. Ganzi and Mr. Vesely that the Company had received a written proposal from another party. Mr. Caruso noted that, given the timing and circumstance, this other proposal was extremely unlikely to impact the transaction with Consortium B, assuming that the Company and Consortium B were able to finalize and execute the merger agreement consistent with their current schedule. Mr. Caruso noted that the Company was sharing information with Consortium B about the written proposal to ensure that Consortium B was not caught off guard, and hinder its ability to secure the required equity financing, if market rumors or press leaks arose in the coming days.

On May 4, 2019, representatives of J.P. Morgan and Goldman Sachs called the representative of Party B to confirm that Consortium A did not require any additional diligence, which the representative of Party B confirmed. The representatives of J.P. Morgan and Goldman Sachs then informed the representative of Party B that Consortium A would be provided with a form of merger agreement and confidential disclosure schedules for comment.

Subsequently on May 4, 2019, representatives of the Company provided Consortium A with substantially the same form of merger agreement provided to Consortium B, with certain exceptions, such as the formula for measuring the level of performance for the treatment of performance-based Company RSUs granted prior to the effective time, the addition of certain materiality or knowledge qualifiers, pared down select representations and warranties and covenants, the level of termination fees, and inclusion of a regulatory termination fee. A draft of the confidential disclosure schedules was also provided to Consortium A at this time.

On May 5, 2019, Mr. Vesely sent Mr. Caruso, Mr. Steinfort and Mr. Waters drafts of reinvestment agreements and an overview of the envisaged post-closing equity pool. Mr. Steinfort responded with a request for additional backup information he could use to analyze the proposals.

On May 6, 2019, Skadden received an updated mark-up of the merger agreement, but not a substantive mark-up of the confidential disclosure schedules, from Simpson Thacher as counsel to Consortium A, which was less favorable in the aggregate than the draft from Consortium B.

Between May 6, 2019 and May 7, 2019, Mr. Caruso, Mr. Steinfort and Mr. Waters engaged in multiple telephone calls and e-mail exchanges with Mr. Vesely and Mr. Ganzi related to having the executive team continue on at the Company following the closing of the transaction. Through these conversations, it was agreed not to negotiate post-closing employment roles prior to signing the merger agreement because this might jeopardize or delay a deal, as the executives would not want to rush through the negotiations of their roles post-closing. Instead, to ensure that Mr. Caruso, Mr. Steinfort and Mr. Waters had a vested interest in a good

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outcome for the Company following the closing of the transaction, Mr. Steinfort and Mr. Waters offered to each roll over the greater of $2.5 million or 30% of their holdings of the company and Mr. Caruso offered to roll over up to $105 million, not contingent upon any post-closing management role, subject to additional discussion and taking into account tax considerations as well.

On May 7, 2019, representatives of Skadden, J.P. Morgan and Goldman Sachs discussed with Mr. Steinfort, Ms. Stack, Mr. Mooney, and Mr. Caruso, Consortium A’s ability to conduct a transaction on an expeditious manner, Consortium A’s failure to yet again provide a substantive markup of the confidential disclosure schedules (after the Company had specifically made a request that it do so) and Consortium A’s requests for additional financial information regarding the Company, which the Company agreed to provide. Consortium A was also again granted access to a data room set up by the Company. The group also discussed the fact that if the Company were to sign and announce a transaction with Consortium B, Consortium A could still submit a superior proposal to acquire the Company and that, prior to the receipt of stockholder approval and subject to payment of a termination fee and other conditions, the Company would have the ability to terminate the agreement with Consortium B and enter into a superior proposal with Consortium A.

During the day on May 7, 2019, a representative of Consortium B informed Mr. Caruso that, while originally Consortium B did not think it would be able to finalize its financing commitments prior to the board of directors’ regularly scheduled meeting on May 8, the last equity investor that Consortium B needed to have its full equity commitment had delivered its commitment on May 7, 2019. Accordingly, Consortium B was now ready to proceed to execution of definitive agreements for the proposed transaction if the Company was also ready to do so. Mr. Caruso promptly notified the board of directors of this development.

On the evening of May 7, 2019, J.P. Morgan provided a supplemental disclosure letter regarding certain of its relationships with certain private equity investors known to the Company to be members of Consortium A as of such date.

On the evening of May 7, 2019, Goldman Sachs also provided a supplemental disclosure letter regarding certain of its relationships with certain private equity investors known to the Company to be members of Consortium A or members of Consortium B as of such date.

From the evening of May 7, 2019 to the early morning of May 8, 2019, the board of directors convened a meeting, with Mr. Steinfort, Mr. Mooney, Ms. Stack, Mr. Waters and representatives of Skadden, J.P. Morgan and Goldman Sachs in attendance. Mr. Caruso noted that the merger agreement and ancillary documents were in substantially final form and were expected to be finalized with Consortium B imminently. Mr. Caruso then provided an update on the status of discussions with Consortium A, and explained a number of ways in which the Company, in consultation with the Company’s financial and legal advisors, had determined that Consortium A’s offer and draft of the merger agreement were inferior to Consortium B’s offer and merger agreement, including that:

Consortium A was offering $33.50 per share compared to $35.00 per share by Consortium B;
Consortium A’s draft did not include detailed comments on the schedules to the agreement;
Consortium A had not provided any debt commitment papers or equity commitment papers;
Consortium A’s draft provided for less favorable regulatory covenants; and
Consortium A had requested a higher termination fee and offered to pay a lower reverse termination fee as compared to Consortium B.

Mr. Caruso discussed that while Consortium A had stated it would be able to complete its due diligence, arrange financing and sign all documentation prior to the Company’s first quarter earnings announcement, following consultation with the Company’s financial and legal advisors, the Company had reservations as to whether Consortium A could meet this timetable based on the history of the Company’s interactions with Consortium A. The board of directors and its advisors discussed a number of concerns, including that Consortium A (i) had previously failed to meet milestones that Consortium A had set itself; (ii) had recently lost a key consortium member, Party E; (iii) had not managed to line up certain debt commitments by submission of the Consortium A draft; (iv) following expiration of exclusivity with Consortium B when the Company invited Consortium A to put its best foot forward, it declined to make any specific or improved price proposal; and (v) following the communication to Consortium A that that would be an insufficient basis upon which to engage in further discussions with Consortium A, Consortium A then made a proposal that included price, but had failed

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to increase its price to at least $35.00 per share, notwithstanding repeated guidance from the Company’s financial advisors and from Mr. Caruso to Consortium A that Consortium A needed to get to at least that price level (and that Consortium A had previously informed the Company that it was Party E – no longer part of Consortium A – that had prevented Consortium A from reaching the $35.00 per share target).

Following a discussion by the board of directors, the representatives from J.P. Morgan and Goldman Sachs left the meeting, and the representatives of Skadden discussed a presentation with the board of directors concerning J.P. Morgan and Goldman Sachs’ respective relationships with members of Consortium A and Consortium B and their respective affiliates. Skadden then provided the board of directors with a brief overview of its fiduciary duties in considering approving the proposed transaction.

The representatives of J.P. Morgan and Goldman Sachs then rejoined the meeting and discussed their respective analyses of the merger consideration with the board of directors. Skadden then reviewed with the board of directors a summary of the key terms of the merger agreement and the board of directors discussed the proposed merger agreement at length, including the factors considered by the board of directors as described in the section entitled “The Merger—Reasons for the Merger; Recommendation of the Board of Directors” beginning on page 53.

The representatives of J.P. Morgan and Goldman Sachs left the meeting, and the board of directors shifted discussion to the potential roll over of certain members of the Company’s management into Consortium B’s new structure. Mr. Caruso reminded the board of directors of the following:

The rollover executives had each been asked to roll 50% of their equity proceeds into Consortium B’s new structure;
Mr. Caruso reported that Consortium B had told him that Consortium B had sought this commitment to roll over from the rollover executives in order to demonstrate to Consortium B’s equity investors that management was comfortable with the Company’s prospects and that management would continue to have “skin in the game”. Mr. Caruso reported that such signaling to its equity investors by Consortium B seemed to be very important to Consortium B in order to get all of the equity financing for the transaction in place;
While not willing to roll over the full amounts that Consortium B had sought, in order to facilitate the transaction, Mr. Caruso reported that he had agreed to roll over 25%-30% of his equity proceeds and Mr. Waters and Mr. Steinfort had each agreed to roll over approximately $3,000,000 and $3,500,000, respectively, of their unvested restricted stock units;
None of the rollover executives had received any assurances that they would continue as management of the Company following the closing of the proposed transaction;
Mr. Caruso had explicitly stated that he would be prepared not to be CEO of the Company following the closing of the proposed transaction; and
Each of the rollover executives were prepared to sign a short-form letter with Consortium B committing each of them to the roll over.

The Company’s management left the meeting, and the Company’s independent directors discussed the proposed roll over of Mr. Caruso, Mr. Steinfort and Mr. Waters, noting that in total it represented less than 2% of the Company’s stock on a fully diluted basis, and the Company’s independent directors’ overall view of the proposed transaction and the interactions with each of Consortium A and Consortium B to date.

The Company’s management and the representatives of J.P. Morgan and Goldman Sachs then rejoined the meeting and the representatives of J.P. Morgan and Goldman Sachs rendered to the board of directors their oral opinions (later confirmed in writing) that, based on and subject to the various factors, assumptions, limitations, qualifications and conditions set forth in their respective written opinions, the $35.00 per share of Company common stock to be paid to the holders of Company common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders, and then engaged in a conversation with the board of directors. Following a lengthy discussion, the members of the board of directors unanimously:

determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement were fair to, advisable and in the best interests of the Company and its stockholders;

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approved the form, terms, provisions and conditions of the merger agreement, including the exhibits thereto, and the consummation of the merger and the other transactions contemplated by the merger agreement;
took all actions necessary to render Sections 12.2 and 13.2 of the Company’s amended and restated certificate of incorporation inapplicable to the merger, the merger agreement and the consummation of the transactions contemplated therein, and to grant Parent, Merger Sub and any member of any “group” (within the meaning of Section 13(d) of the Exchange Act) of which Parent or Merger Sub may be a member solely with respect to the transactions contemplated by the merger agreement, an exemption with respect thereto; and
resolved to recommend that the Company’s stockholders vote for the adoption of the merger agreement.

Also on May 7, 2019, Skadden and Simpson Thacher, as counsel to Consortium B, exchanged multiple drafts of the merger agreement, and in the early morning of May 8, 2019, finalized the merger agreement, which, along with related documents, was subsequently executed and delivered by the Company, Parent and Merger Sub.

Prior to the open of trading in Company common stock on the NYSE on May 8, 2019, the Company issued a press release announcing the execution of the merger agreement.

Also on May 8, 2019, Mr. Caruso, Mr. Waters and Mr. Steinfort executed a short-form letter with Consortium B, committing each of them to the roll over described above.

Reasons for the Merger; Recommendation of the Board of Directors

The board of directors, at a meeting held on May 7, 2019, unanimously determined that the merger is fair to and in the best interests of the Company and our stockholders and approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, resolved that the merger agreement be submitted for consideration by the Company’s stockholders at a special meeting of stockholders, and recommended that our stockholders vote to approve and adopt the merger agreement.

In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, the board of directors consulted with our senior management team, as well as our outside legal and financial advisors, and considered a number of factors, including the following factors:

the directors’ knowledge of the Company’s business, financial condition and results of operations, on both a historical and a prospective basis, including the Company’s prospects as an independent company;
the board of directors’ belief that the merger is more favorable to our stockholders than the alternatives to the merger, which belief was formed based on the board of directors’ review, with the assistance of our management and advisors, of current industry, economic and market conditions and potential strategic transactions and other alternatives available to the Company, including potentially selling the Company’s colocation business and/or accepting a PIPE investment as described under the section entitled “—Background of the Merger” beginning on page 26, given the potential risks, rewards and uncertainties associated with those alternatives;
the Company’s evaluation of multiple strategic alternatives with the assistance of its financial advisors J.P. Morgan and Goldman Sachs, including the solicitation of potential financial bidders and inquiries from a number of strategic parties and extended negotiations with an alternative consortium of financial bidders;
the course and history of competitive negotiations between both the Company and Consortium B and the Company and other potential acquirers, including Consortium A, as described under the section entitled “—Background of the Merger” beginning on page 26, through which negotiations the best non-binding offer from Consortium A was for $1.50 per share less than the per share merger consideration, offered materially less favorable terms and was less certain to be consummated;
the $35.00 per share merger consideration to be paid in cash in respect of each share of Company common stock, which represents a 48% premium to the closing price of Company common stock on November 16, 2018, the last unaffected trading day prior to media speculation regarding a potential acquisition of the Company, and approximately 32% to the volume-weighted average price per share of Company common stock for the six months ended May 6, 2019;
the recent and historical market prices of the Company’s common stock over the last 12 months;

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the fact that the merger consideration is to be paid in all cash, which provides value certainty to the Company’s stockholders and allows them to monetize their investment in the Company in the near future, while avoiding short- and long-term business risk, as well as risks related to the financial markets generally;
the opinions of J.P. Morgan and Goldman Sachs to the effect that, as of May 8, 2019, and based upon and subject to the various factors, assumptions, limitations, qualifications and conditions set forth in their respective written opinions, the consideration of $35.00 per share to be paid to the holders of the Company common stock pursuant to the merger agreement was fair, from a financial point of view, to such stockholders, as more fully described below under the section entitled “—Opinions of the Company’s Financial Advisors” beginning on page 56;
the likelihood that the merger would be completed, based on, among other things:
the fact that Parent had obtained committed debt and equity financing for the transaction, the number and nature of the conditions to the financing, the reputation of the financing sources and the obligation of Parent to use its reasonable best efforts to obtain the financing;
the fact that Parent had obtained limited guarantees and a termination equity commitment letter collectively guaranteeing full payment of the termination fee payable by Parent to the Company in the event of a failure of the merger to be consummated under certain circumstances;
the absence of a financing condition in the merger agreement;
the likelihood and anticipated timing of completing the proposed merger in light of the scope of the conditions to completion, including the fact that there were no anticipated significant issues in connection with the HSR Act and other antitrust clearances and other regulatory approvals and Consortium B’s experience in obtaining antitrust clearances and other regulatory approvals;
that the termination date under the merger agreement is expected to allow for sufficient time to complete the merger;
that the conditions to closing contained in the merger agreement are reasonable and customary in number and scope and which, in the case of the condition related to the accuracy of the Company’s representations and warranties, are generally subject to a “Material Adverse Effect” qualification, as described under the section entitled “The Merger Agreement—Representations and Warranties” beginning on page 92.
the fact that the merger agreement provides that, in the event of a failure of the merger to be consummated under certain circumstances, Parent will pay the Company a $419 million termination fee, as described the section entitled “The Merger Agreement—Termination Fees” beginning on page 108; and
our 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, as described under the section entitled “The Merger Agreement—Remedies; Specific Performance” beginning on page 109;
the provisions under the merger agreement that permit the Company to seek alternative acquisition proposals or otherwise enter into a superior proposal, including:
our ability to respond to persons submitting written alternative acquisition proposals that did not result from a material breach by the Company of its obligations relating to the solicitation of alternative acquisition proposals, and furnish information pursuant to an acceptable confidentiality agreement, if the board of directors determines in good faith, after consultation with outside legal counsel and its financial advisor, that the alternative acquisition proposal either constitutes a superior proposal or would reasonably be expected to lead to a superior proposal and the failure to take that action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law;
the ability of the board of directors, under certain circumstances, to change, qualify, withhold, withdraw or modify its recommendation that stockholders vote to approve the merger agreement, subject to Parent’s right to terminate the merger agreement and receive a termination fee; and

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our ability to terminate the merger agreement to enter into a superior proposal, subject to certain conditions (including certain rights of Parent to have an opportunity to match the superior proposal); provided that the Company substantially concurrently pays a $210 million termination fee in the event of such termination to enter into an alternative acquisition agreement with respect to a superior proposal, which termination fee the board of directors concluded was reasonable in the context of termination fees in comparable transactions and in light of the overall terms of the merger agreement, including the per share merger consideration;
the availability of appraisal rights under the DGCL to holders of Company common stock who comply with the required procedures under the DGCL, which allows those holders to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery; and
the fact that, other than their receipt of board of directors’ fees and their interests described under the section entitled “The Merger—Interests of Certain Persons in the Merger” beginning on page 74, members of the board of directors do not have material interests in the merger different from, or in addition to, those of the Company’s stockholders generally.

The board of directors also weighed the factors described above against the following factors and risks that weighed against entering into the merger agreement:

the merger would preclude our stockholders from having the opportunity to participate in the future performance of our assets, future earnings growth and future appreciation of the value of the Company common stock;
the significant costs involved in connection with entering into and completing the merger and the substantial time and effort of management required to complete the merger and related disruptions to the operation of our business;
the restrictions on the conduct of the Company’s business prior to the closing of the merger, which could delay or prevent the Company from undertaking business opportunities or certain other actions it would otherwise take with respect to the operations of the Company pending closing, including pursuing a conversion into a real estate investment trust, which we refer to as REIT, partial divestiture or other strategic transactions;
the risks and costs to the Company if the proposed merger does not close, including the diversion of management and employee attention, potential management and other employee attrition and the potential disruptive effect on business and customer relationships;
the risk that the proposed merger might not be completed in a timely manner or at all, including the risk that the proposed merger will not occur if the financing contemplated by the financing commitments, described under the section entitled “—Financing of the Merger” beginning on page 71, is not obtained, and in such event, payment by Parent of the $419 million termination fee may not fully compensate the Company for the failure to consummate the merger;
the possibility that the amounts that may be payable by the Company upon the termination of the merger agreement could discourage other potential acquirers from making a competing bid to acquire the Company;
the risk that Parent’s matching rights under the merger agreement in connection with the Company’s right to terminate the merger agreement to accept a superior proposal might discourage third parties from submitting a competing acquisition proposal;
the fact that, except in certain limited circumstances, the Company’s remedy in the event of the termination of the merger agreement due to the failure to obtain financing by Parent is limited to receipt of the $419 million termination fee, and that under certain circumstances the Company may not be entitled to that termination fee; and
the fact that the merger will be taxable to our stockholders for U.S. federal income tax purposes.

The foregoing description of the information and factors considered by the board of directors in reaching their conclusions and recommendations is not intended to be exhaustive, but includes the material factors considered by the directors. In view of the wide variety of factors considered in connection with its evaluation of

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the merger and the complexity of these matters, the board of directors did not find it practicable, and did not attempt, to quantify, rank or assign any relative or specific weights to the various factors considered in reaching its determination and making its recommendation. In addition, individual directors might have given different weights to different factors. The board of directors considered all of the foregoing factors as a whole and based its recommendation on the totality of the information presented.

The board of directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the merger agreement, (ii) “FOR” the proposal to approve, on a non-binding advisory basis, the “golden parachute” compensation that will or may be received by certain executive officers of the Company in connection with the merger, and (iii) “FOR” the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate and permitted under the merger agreement, to solicit additional proxies.

In considering the recommendation of the board of directors with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that may be different from, or in addition to, yours. The board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the Company’s stockholders. For additional information, please refer to the section entitled “The Merger—Interests of Certain Persons in the Merger” beginning on page 74.

Opinions of the Company’s Financial Advisors

Opinion of J.P. Morgan

Pursuant to an engagement letter dated December 27, 2018, the Company retained J.P. Morgan as its financial advisor in connection with the transactions contemplated by the merger agreement.

At the meeting of the board of directors on May 8, 2019, J.P. Morgan rendered its oral opinion to the board of directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the total consideration to be paid to the holders of shares of Company common stock in the transactions contemplated by the merger agreement was fair, from a financial point of view, to such holders. J.P. Morgan has confirmed its May 8, 2019 oral opinion by delivering its written opinion to the board of directors, dated May 8, 2019, that, as of such date, the total consideration to be paid to the holders of shares of Company common stock (other than the rollover executives) in the transactions contemplated by the merger agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan dated May 8, 2019, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B-1 to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the transactions contemplated by the merger agreement, was directed only to the total consideration to be paid in the transactions contemplated by the merger agreement and did not address any other aspect of the transactions contemplated by the merger agreement. J.P. Morgan expressed no opinion as to the fairness of the merger consideration to the holders of any class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the transactions contemplated by the merger agreement. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the transactions contemplated by the merger agreement or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

reviewed the merger agreement, the equity commitment letters, the termination equity commitment letter and the limited guarantees;
reviewed certain publicly available business and financial information concerning the Company and the industries in which it operates;

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compared the proposed financial terms of the transactions contemplated by the merger agreement with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;
compared the financial and operating performance of the Company with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the Company common stock and certain publicly-traded securities of such other companies;
reviewed certain internal financial analyses and forecasts prepared by the management of the Company relating to its business (including internal financial analyses and forecasts as summarized in the section of this proxy statement entitled “The Merger—Management Projections—Communications Infrastructure Projections” and which we refer to as the communication infrastructure projections) beginning on page 70; and
performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

In addition, J.P. Morgan held discussions with certain members of the Company’s management with respect to certain aspects of the transactions contemplated by the merger agreement, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with the Company, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or Parent, Merger Sub, EQT or DCP or any other party to the transactions contemplated by the merger agreement under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the transactions contemplated by the merger agreement will be consummated as described in the merger agreement. J.P. Morgan also assumed that the representations and warranties made by the Company, Parent, Merger Sub, EQT or DCP and any other party to the merger agreement, the equity commitment letters, the termination equity commitment letter and the limited guarantees and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the transactions contemplated by the merger agreement will be obtained without any adverse effect on the Company or on the contemplated benefits of the transactions contemplated by the merger agreement.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the total consideration to be paid to the holders of shares of Company common stock (other than the rollover executives) in the transactions contemplated by the merger agreement, and J.P. Morgan has expressed no opinion as to the fairness of any consideration paid in connection with the transactions contemplated by the merger agreement to the holders of any other class of securities, the rollover executives, creditors or other constituencies of the Company or the underlying decision by the Company to engage in the transactions contemplated by the merger agreement. Furthermore, J.P. Morgan expressed no opinion with respect to the

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amount or nature of any compensation to any officers, directors, or employees of any party to the transactions contemplated by the merger agreement, or any class of such persons relative to consideration to be paid to the holders of shares of common stock in the transactions contemplated by the merger agreement or with respect to the fairness of any such compensation.

The terms of the merger agreement were determined through arm’s length negotiations between the Company and Parent, and the decision to enter into the merger agreement was solely that of the board of directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the board of directors in its evaluation of the transactions contemplated by the merger agreement and should not be viewed as determinative of the views of the board of directors or the Company’s management with respect to the transactions contemplated by the merger agreement or the merger consideration to be paid in the transactions contemplated by the merger agreement.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the board of directors on May 8, 2019 and contained in the presentation delivered to the board of directors on such date in connection with the rendering of such opinion and this summary does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Public Trading Multiples

Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly-traded companies engaged in businesses which J.P. Morgan judged to be analogous to the Company. The companies selected by J.P. Morgan were:

Cell Tower

SBA Communications Corporation
American Tower Corporation
Crown Castle International Corp.

Data Center & Colocation

Equinix, Inc.
Digital Realty Trust, Inc.
CyrusOne Inc.
CoreSite Realty Corporation
InterXion Holding N.V.
Quality Technology Services, LLC
Switch, Inc.

Fiber Optic ISP

Cogent Communications Holdings, Inc.

Enterprise Communications

CenturyLink, Inc.
Windstream Holdings, Inc.
GTT Communications, Inc.
Consolidated Communications Holdings, Inc.

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None of the selected companies reviewed is identical to the Company. Certain of these companies may have characteristics that are materially different from those of the Company. However, the companies were selected, among other reasons, because they are publicly-traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect the Company.

Using information obtained from the selected companies’ public filings, Wall Street research analyst estimates available as of November 16, 2018, the last trading date prior to media reports that the Company had received an acquisition proposal from a consortium of private equity funds, and FactSet Research Systems, J.P. Morgan calculated for the Company and each selected company, the ratio of such company’s firm value (calculated as the market value of the company’s common stock on a fully diluted basis, plus any debt, minority interest and capitalized leases, less cash and cash equivalents) to the equity research analyst estimate for such company’s earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, calendarized to year end 2019, which we refer to as the 2019E Adj. FV/EBITDA. The following table represents the results of this analysis:

 
2019E Adj. FV/EBITDA
SBA Communications Corporation
 
24.7x
 
American Tower Corporation
 
25.2x
 
Crown Castle International Corp.
 
22.1x
 
Equinix, Inc.
 
20.8x
 
Digital Realty Trust, Inc.
 
19.5x
 
CyrusOne Inc.
 
19.4x
 
CoreSite Realty Corporation
 
22.0x
 
InterXion Holding N.V.
 
18.2x
 
Quality Technology Services, LLC
 
17.7x
 
Switch, Inc.
 
16.5x
 
Cogent Communications Holdings, Inc.
 
16.1x
 
CenturyLink, Inc.
 
5.7x
 
Windstream Holdings, Inc. (par value)10
 
5.2x
 
Windstream Holdings, Inc. (unaffected market value)11
 
4.3x
 
Windstream Holdings, Inc. (par value, cap. lease)12
 
5.6x
 
GTT Communications, Inc.
 
11.0x
 
Consolidated Communications Holdings, Inc.
 
5.1x
 
Zayo Group Holdings, Inc. (unaffected)13
 
9.7x
 

Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and judgment, J.P. Morgan selected a multiple reference range for the Company of 9.5x to 14.0x for 2019E Adj. FV/EBITDA.

After applying this range to the Company’s estimated EBITDA for the calendar year ended December 31, 2019 based on the communications infrastructure projections the analysis indicated the following implied per share equity value ranges for the common stock, in each case rounded to the nearest $0.25:

 
Implied Per Share
Equity Value
(rounded to the
nearest $0.25)
 
Low
High
2019E Adj. FV/EBITDA
$
 21.75
 
$
 43.50
 
10 Calculated using the par value of the outstanding debt of Windstream Holdings, Inc.
11 Calculated using the closing price per share of Windstream Holdings, Inc. common stock as of close of trading on February 15, 2019.
12 Calculated using the par value of the outstanding debt of Windstream Holdings, Inc. and capitalizing its outstanding lease obligation to Uniti Group Inc. at 7.2x.
13 Calculated using the closing price per share of the Company common stock as of the closing of trading on November 16, 2018.

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The ranges of implied per share equity value were compared to (i) the closing price of the Company common stock on November 16, 2018, (ii) the closing price of the Company common stock on May 6, 2019, and (iii) the merger consideration of $35.00 per share of Company common stock.

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied equity value per share of the Company common stock. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future cash flows generated by the asset and taking into consideration the time value of money with respect to those cash flows by calculating the current value of the cash flows generated by the asset, which we refer to as the present value and which is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. The present value of all future cash flows generated by the asset for periods beyond the projections period is referred to as terminal value.

J.P. Morgan calculated the unlevered free cash flows that the Company is expected to generate from April 1, 2019 through December 31, 2023, using the communications infrastructure projections set forth in the section of this proxy statement entitled “—Communications Infrastructure Projections” beginning on page 70. The unlevered free cash flows of the Company included the unlevered free cash flows that Allstream is expected to generate for December 31, 2019 through December 31, 2020 and estimated net proceeds from the sale of Allstream at December 31, 2020 set forth in the communications infrastructure projections. J.P. Morgan treated stock-based compensation as a cash expense in the unlevered free cash flow calculation for purposes of its discounted cash flow analysis, as stock-based compensation is viewed as a true economic expense of the business. J.P. Morgan also calculated a range of terminal values of the Company by applying a terminal value growth rate ranging from 1.5% to 3.0% to the unlevered free cash flows, with corresponding implied multiples of the Company’s terminal value as a multiple of estimated EBITDA (excluding stock based compensation expenses) for the terminal year ranging from 10.8x to 14.1x. The unlevered free cash flows and the range of terminal values were then discounted to present values as of March 31, 2019 using a range of discount rates from 7.5% to 8.5%, which range was chosen by J.P. Morgan based upon its professional judgement and experience and an analysis of the weighted average cost of capital of the Company. J.P. Morgan derived a range of illustrative enterprise values for the Company by adding the range of present values derived above. J.P. Morgan then subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company’s net debt as of March 31, 2019 set forth in the section of this proxy statement entitled “—Communications Infrastructure Projections” beginning on page 69 as provided by the Company management to derive a range of illustrative equity values for the Company.

In addition, using the communications infrastructure projections, J.P. Morgan discounted to present value as of March 31, 2019 the estimated benefits of the Company’s net operating losses and other tax attributes, for April 1, 2019 through December 31, 2020, using a range of discount rates from 7.5% to 8.5%, which range was chosen by J.P. Morgan based upon its professional judgment and experience and an analysis of the weighted average cost of capital for the Company. J.P. Morgan then added the range of illustrative equity values for the Company and the Company’s net operating losses and other tax attributes to derive a range of illustrative aggregate equity values for the Company.

Based on the foregoing, this analysis indicated an implied per share equity value range for shares of Company common stock of $32.00 to $51.00, in each case rounded to the nearest $0.25, which was compared to (i) the closing price of the Company common stock on November 16, 2018, (ii) the closing price of the Company common stock on May 6, 2019 and (iii) the merger consideration of $35.00 per share of Company common stock.

Other Information

Historical Trading Range. For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed the 52-week trading range of the common stock for the period ending on May 6, 2019, which was $20.27 to $39.66 per share, and compared that to (i) the closing price of the Company common stock on November 16, 2018, (ii) the closing price of the Company common stock on May 6, 2019, and (iii) the transaction consideration of $35.00 per share of Company common stock.

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Analysts Price Targets. For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed the price targets of public equity research analysts for the Company obtained from FactSet Research Systems, which provided a reference of $29.00 to $45.00 per share, and compared that to (i) the closing price of the Company common stock on November 16, 2018, (ii) the closing price of the Company common stock on May 6, 2019, and (iii) the transaction consideration of $35.00 per share of Company common stock.

Illustrative Sum of the Parts Analysis—Public Trading Multiples.

For reference only and not as a component of its fairness analysis, J.P. Morgan conducted an illustrative sum-of-the-parts analysis based on the Company’s estimated 2019 EBITDA adjusted for stock-based compensation for its core communications infrastructure business (estimated by management of the Company to be $964 million) and enterprise customer business (estimated by management of the Company to be $185 million excluding Allstream), in each case, using the communications infrastructure projections and taking into account the net present value of the Company’s net operating losses, which we refer to as NOLs, and other tax attributes and the net debt balance as of March 31, 2019 set forth in the section of this proxy statement entitled “—Communications Infrastructure Projections” beginning on page 69. Based on this analysis and on other factors J.P. Morgan considered appropriate, J.P. Morgan selected EV/EBITDA reference ranges for the Company of 14.0x to 16.0x for the core communications infrastructure business and 4.5x to 6.5x for the enterprise customer business. The analysis indicated a range of implied per share equity values for shares of Company common stock of $36.00 to $45.75, in each case rounded to the nearest $0.25, which was compared to (i) the closing price of the Company common stock on November 16, 2018, (ii) the closing price of the Company common stock on May 6, 2019 and (iii) the transaction consideration of $35.00 per share of Company common stock.

Illustrative Sum of the Parts Analysis—Selected Transactions.

For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed selected transactions involving acquired businesses in the colocation industry and fiber & enterprise industry and calculated, for each selected transaction, the ratio of the target company’s transaction value to the target company’s EBITDA as reported or calculated using publicly available financial information for certain periods. Based on this analysis and on other factors J.P. Morgan considered appropriate, J.P. Morgan selected EV/EBITDA reference ranges for the Company of 13.0x to 16.0x for the core communications infrastructure business and 4.5x to 6.5x for the enterprise customer business. The analysis indicated a range of implied per share equity value range for shares of Company common stock of $31.50 to $45.25, in each case rounded to the nearest $0.25, which was compared to (i) the closing price of the Company common stock on November 16, 2018, (ii) the closing price of the Company common stock on May 6, 2019 and (iii) the transaction consideration of $35.00 per share of Company common stock.

Present Value of Future Share Price Analysis.

For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed the present value of future stock prices of the Company as of December 2019, 2020 and 2021. J.P. Morgan first calculated the implied values per share of Company common stock as of December 31, 2019, 2020 and 2021, respectively, by applying a range of illustrative forward FV/EBITDA multiples of 9.5x to 14.0x to estimated EBITDA of the Company for the calendar year 2020, which we refer to in this section as the 2020 EBITDA estimates, estimated EBITDA for the calendar year 2021, which we refer to in this section as the 2021 EBITDA estimates and the estimated EBITDA for the calendar year 2022, which we refer to in this section as the 2022 EBITDA estimates, in each case, as reflected in the communications infrastructure projections. The FV/EBITDA multiples were based on the multiple ranges used in the section entitled “—Public Trading Multiples” described above and factors which J.P. Morgan considered appropriate based on its professional judgment and experience.

Such illustrative future market equity values for the Company on December 2019, 2020 and 2021 were then discounted back to March 31, 2019 using a discount rate of 9.5% (which was based on J.P. Morgan’s calculation of the Company’s cost of equity using the capital asset pricing model and its professional judgment and experience) and then divided by the fully diluted outstanding shares of the Company as of March 31, 2019 of approximately 239.7 million, as provided by Company management. Based on the foregoing, this analysis

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indicated a range of implied present values of (i) $25.00 to $47.50 per share of Company common stock using the 2020 EBITDA estimates, (ii) $25.50 to $46.75 per share of Company common stock using the 2021 EBITDA estimates and (iii) $27.25 to $48.25 per share of Company common stock using the 2022 EBITDA estimates, in each case rounded to the nearest $0.25.

The above range of implied present values for the Company was compared to (i) the closing price of the Company common stock on November 16, 2018, (ii) the closing price of the Company common stock on May 6, 2019 and (iii) the merger consideration of $35.00 per share of Company common stock.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of the Company. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company, and none of the selected transactions reviewed was identical to the transactions contemplated by the merger agreement. However, the companies selected were chosen because they are publicly-traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the transactions contemplated by the merger agreement. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the transactions contemplated by the merger agreement.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the transactions contemplated by the merger agreement on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

For services rendered in connection with the transactions contemplated by the merger agreement, the Company has agreed to pay J.P. Morgan a transaction fee that is estimated, based on information available as of the date of announcement, to be approximately $30 million, $3 million of which was payable following delivery of J.P. Morgan’s opinion and the remainder of which is contingent and payable upon consummation of the transactions contemplated by the merger agreement. In addition, the Company has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had, and continue to have, commercial or investment banking relationships with the Company, EQT, certain affiliates of EQT, certain affiliates of DCP and FMR for which J.P. Morgan and its affiliates have received, or will receive,

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customary compensation. Such services during such period have included (i) acting as joint lead arranger and joint bookrunner on the credit facilities of the Company which closed in June 2017, July 2017 and February 2018, respectively, (ii) providing debt syndication and financial advisory services to certain affiliates of EQT unrelated to the transactions contemplated by the merger agreement and (iii) acting as joint lead arranger and joint bookrunner on the revolving credit facility of FMR, which closed in June 2018. In addition, our commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Colony Capital, an affiliate of DCP. During the two-year period preceding delivery of its opinion ending on May 8, 2019, the aggregate fees recognized by J.P. Morgan from the Company were approximately $364,000, from EQT and certain of its affiliates were approximately $58.5 million, from Colony Capital and certain of its affiliates were approximately $38.3 million and from FMR were approximately $78 million. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company and Colony Capital. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or Parent, Merger Sub, EQT, Digital Colony, FMR and/or certain of their respective affiliates for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

Opinion of Goldman Sachs

Goldman Sachs rendered its opinion to the Company’s board of directors that, as of May 8, 2019 and based upon and subject to the factors and assumptions set forth therein, the $35.00 in cash per Company common stock to be paid to the holders (other than Parent, the rollover executives and their respective affiliates) of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated May 8, 2019, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B-2. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Company’s board of directors in connection with its consideration of the transaction. The Goldman Sachs opinion is not a recommendation as to how any holder of Company common stock should vote with respect to the transaction, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

the merger agreement;
annual reports to stockholders and annual reports on Form 10-K of the Company for the four fiscal years ended June 30, 2018;
the Company’s registration statement on Form S-1, including the prospectus contained therein dated February 24, 2015, relating to the initial public offering of Company common stock;
certain interim reports to stockholders and quarterly reports on Form 10-Q of the Company;
certain publicly available research analyst reports for the Company;
certain other communications from the Company to its stockholders;
certain internal financial analyses and forecasts for the Company prepared by its management, including the management case approved for Goldman Sachs’ use by the Company (which management case is summarized in the section of this proxy statement entitled “— Communications Infrastructure Projections” beginning on page 70 and which we refer to as the communications infrastructure projections); and
certain internal estimates prepared by management of the Company related to the expected utilization of certain net operating losses of the Company as approved for Goldman Sachs’ use by the Company (as summarized in the section of this proxy statement entitled “— Communications Infrastructure Projections” beginning on page 70 and which we refer to as the NOL projections).

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition, and future prospects of the Company; reviewed the reported price and trading activity for the Company’s common stock; compared certain

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financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the technology, media and telecom industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs, with the Company’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company’s consent that the communications infrastructure projections and NOL projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the transaction will be obtained without any adverse effect on the expected benefits of the transaction in any way meaningful to its analysis. Goldman Sachs has also assumed that the transaction will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the transaction or the relative merits of the transaction as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent, the rollover executives and their respective affiliates) of Company common stock, as of the date of the opinion, of the $35.00 in cash per Company common stock to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the transaction or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the transaction, including the letter agreements, dated as of May 8, 2019, by and between Parent. and the rollover executives, pursuant to which the rollover executives have agreed to contribute to Parent certain Company common stock, the fairness of the transactions contemplated by the merger agreement to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the transactions contemplated by the merger agreement, whether relative to the $35.00 in cash per Company common stock to be paid to the holders (other than Parent, the rollover executives and their respective affiliates) of Company common stock pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary market and other conditions, as in effect on, and the information made available to it as of the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the impact of the transactions contemplated by the merger agreement on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the board of directors of the Company in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. 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 May 6, 2019, the second-to-last trading day before the public announcement of the transaction, and is not necessarily indicative of current market conditions.

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Historical Stock Trading Analysis

Goldman Sachs reviewed the historical trading prices and volumes for the Company common stock for the 52-week period ended May 6, 2019. In addition, Goldman Sachs analyzed the consideration to be paid to holders of Company common stock pursuant to the merger agreement in relation to (i) the closing price per Company common stock on November 16, 2018, the last trading date prior to media reports that the Company had received an acquisition proposal from a consortium of private equity funds, which we refer to as the undisturbed price; (ii) the closing price per Company common stock on May 6, 2019; (iii) the closing price per Company common stock on November 8, 2018, the last trading day prior to the Company’s earnings announcement for the first quarter of fiscal year 2019, which we refer to in this section of the proxy statement as the “last closing price prior to the announcement of Q1 2019 earnings;” (iv) the average price per Company common stock for the period from November 8, 2018 to May 6, 2019, which we refer to as the average price since Q1 2019 earnings; (v) the highest closing price per Company common stock for the 52-week period ended May 6, 2019; (vi) the average closing price per Company common stock for the period from January 1, 2019 to May 6, 2019; (vii) the average closing price per Company common stock for the twenty trading day, three-month, six-month and one-year periods ended May 6, 2019; and (viii) the volume weighted average price per Company common stock, which we refer to as VWAP, for the twenty trading day, three-month, six-month and one-year periods ended May 6, 2019.

This analysis indicated that the price per Company common stock to be paid to the Company stockholders pursuant to the merger agreement represented:

a premium of 47.9% based on the undisturbed price of $23.67 per Company common stock;
a premium of 12.8% based on the closing price of $31.02 per Company common stock on May 6, 2019;
a premium of 31.3% based on the average price since Q1 2019 earnings of $26.67 per Company common stock;
a premium of 15.2% based on the last closing price prior to the announcement of Q1 2019 earnings of $30.38 per Company common stock;
a discount of 11.7% based on the highest closing trading price per Company common stock of $39.66 for the 52-week period ended May 6, 2019;
a premium of 53.2% based on the average closing price per Company common stock of $22.84 for the period from January 1, 2019 to May 6, 2019;
a premium of 18.8% based on the average closing price per Company common stock of $29.45 for the twenty trading day period ended May 6, 2019;
a premium of 34.8% based on the average closing price per Company common stock of $25.96 for the three-month period ended May 6, 2019;
a premium of 39.0% based on the average closing price per Company common stock of $25.17 for the six-month period ended May 6, 2019;
a premium of 11.3% based on the average closing price per Company common stock of $31.45 for the one-year period ended May 6, 2019;
a premium of 12.2% based on the VWAP per Company common stock of $31.20 for the twenty trading day period ended May 6, 2019;
a premium of 23.9% based on the VWAP per Company common stock of $28.26 for the three-month period ended May 6, 2019;
a premium of 32.4% based on the VWAP per Company common stock of $26.44 for the six-month period ended May 6, 2019; and
a premium of 19.3% based on the VWAP per Company common stock of $29.34 for the one-year period ended May 6, 2019.

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Illustrative Present Value of Future Share Price Analysis

Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per Company common stock, which is designed to provide an indication of the present value of a theoretical future value of the Company’s equity as a function of estimated future EBITDA and one-year forward EV/ EBITDA multiples. Using the communications infrastructure projections for each of the calendar years ended December 31, 2020, December 31, 2021 and December 31, 2022, Goldman Sachs first calculated the implied values per Company common stock as of December 31, 2019, 2020 and 2021, respectively, by applying an illustrative range of one-year forward EV/ EBITDA multiples of 9.0x to 13.0x to estimated EBITDA for calendar year 2020, which we refer to as the 2020 EBITDA estimates, estimated EBITDA for calendar year 2021, which we refer to as the 2021 EBITDA estimates and estimated EBITDA for calendar year 2022, which we refer to as the 2022 EBITDA estimates, in each case, as set forth in the communications infrastructure projections. These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical trading data and NTM EV/ EBITDA multiples for the Company. To derive illustrative implied equity values per Company common stock, Goldman Sachs subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company’s net debt as of December 31, 2019, 2020 and 2021, respectively, as reflected in the communications infrastructure projections set forth in the section of this proxy statement entitled “—Communications Infrastructure Projections” beginning on page 69. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the Company on a standalone basis of approximately 239.7 million, as provided by the management of the Company, to derive a range of illustrative values per share of Company common stock as of December 31, 2019, 2020 and 2021. Goldman Sachs then discounted the implied future values per Company common stock back to March 31, 2019 using an illustrative discount rate of 8.0%, reflecting an estimate of the Company’s cost of equity. Based on its professional judgement and experience, Goldman Sachs derived such illustrative cost of equity by application of the capital asset pricing model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of (i) $22.75 to $43.04 per Company common stock using the 2020 EBITDA estimates, (ii) $23.79 to $43.16 per Company common stock using the 2021 EBITDA estimates and (iii) $25.85 to $45.19 using the 2022 EBITDA estimates.

Illustrative Discounted Cash Flow Analysis

Using the communications infrastructure projections and the NOL projections, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company. Using illustrative discount rates ranging from 7.0% to 8.0%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2019 (i) estimates of unlevered free cash flow for the Company (including the unlevered free cash flows that Allstream is expected to generate for December 31, 2019 through December 31, 2020 and estimated net proceeds from the sale of Allstream at December 31, 2020) for April 1, 2019 through December 31, 2023 as reflected in the communications infrastructure projections set forth in the section of this proxy entitled “—Communications Infrastructure Projections” beginning on page 69 and (ii) a range of illustrative terminal values for the Company, which were calculated by applying an illustrative terminal value to EBITDA multiple range of 10.0x to 14.0x to estimated terminal year EBITDA for the Company, which estimated terminal year EBITDA was approved for Goldman Sachs’ use by the Company (this analysis implied a range of perpetuity growth rates of (0.5)% to 3.5%). The calculation of unlevered free cash flows, as used by Goldman Sachs in its analysis, is described in the section of this proxy statement entitled “—Communications Infrastructure Projections” beginning on page 69. In addition, for purposes of calculating unlevered free cash flow, stock based compensation was treated as a cash expense. In addition, using illustrative discount rates ranging from 7.0% to 8.0%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2019 the estimated benefits of the Company’s net operating losses for April 1, 2019 through December 31, 2020 as reflected in the NOL projections. Based on its professional judgment and experience, Goldman Sachs derived such discount rates by application of the capital asset pricing model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The illustrative terminal value to EBITDA multiple ranges for the Company were derived by Goldman Sachs using its professional judgment and experience, taking into account, among other things, EBITDA multiples implied by the Company’s trading prices and last-12 month’s EBITDA as

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reported by the Company over certain prior periods as well as the estimated long term business mix of the Company per management guidance. Goldman Sachs derived a range of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company’s net debt as of March 31, 2019 as provided by the management of the Company and set forth in the section of this proxy statement entitled “—Communications Infrastructure Projections” beginning on page 69 to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the Company of approximately 239.7 million, as provided by the management of the Company, to derive a range of illustrative present values per Company common stock of $30.18 to $51.47.

Premia Analysis

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2008 through May 6, 2019 involving a public company in the technology, media and telecom industry based in the United States as the target where the disclosed enterprise value for the transaction was greater than $1 billion. For the entire period, using publicly available information, Goldman Sachs calculated the first quartile median and third quartile median premium of the price paid relative to the target company’s closing stock price as of four weeks prior to announcement of the transaction as 25% and 50%, respectively. This analysis excluded transactions with premia relative to the target company’s closing stock price as of 4 weeks prior to announcement of the transaction of greater than 150% or less than 0%. Using this analysis, Goldman Sachs applied a reference range of illustrative premia of 25% to 50% to the undisturbed closing price per share of common stock of $23.67 and calculated a range of implied equity values per share of common stock of $29.59 to $35.51.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the transactions contemplated by the merger agreement.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Company’s board of directors as to the fairness from a financial point of view of the $35.00 in cash per Company common stock to be paid to holders (other than Parent, the rollover executives and their respective affiliates) of Company common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between the Company and Parent and was approved by the Company’s board of directors. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or its board of directors or that any specific amount of consideration constituted the only appropriate consideration for the transactions contemplated by the merger agreement.

As described above, Goldman Sachs’ opinion to the Company’s board of directors was one of many factors taken into consideration by the Company board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B-2.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services

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for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities in which they invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including EQT Partners AB, which we refer to as EQT partners, Digital Colony Management, LLC, which we refer to as DCM and FMR, each of whom is affiliated with a significant equityholder of Parent, and any of their respective affiliates and, as applicable, portfolio companies or any currency or commodity that may be involved in the transactions contemplated by the merger agreement for the accounts of Goldman Sachs and its affiliates and employees and their customers. Goldman Sachs acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the transactions contemplated by the merger agreement. Goldman Sachs has provided certain financial advisory and/or underwriting services to the Company and/or its affiliates from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as joint bookrunner with respect to a term loan (aggregate principal amount $1,120,000,000) for the Company in July 2017, joint bookrunner with respect to an offering by Zayo Group, LLC and Zayo Capital, Inc., each a subsidiary of the Company, of 5.750% Senior Notes due 2027 (aggregate principal amount $150,000,000) in July 2017 and joint bookrunner with respect to a term loan (aggregate principal amount $150,000,000) for the Company in February 2018. During the two year period ended May 8, 2019, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to the Company and/or its affiliates of approximately $600,000. Goldman Sachs also has provided certain financial advisory and/or underwriting services to EQT partners and/or its affiliates and portfolio companies from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as joint bookrunner with respect to a term loan (aggregate principal amount $1,025,000,000) for Lumos Networks Corp., a portfolio company of funds affiliated with EQT partners in November 2017, financial advisor to Sivantos Pte. Ltd., a portfolio company of funds affiliated with EQT partners, in connection with its merger with Widex A/S in May 2018, and financial advisor to an affiliate of EQT partners in connection with the acquisition of Cast & Crew Entertainment Services LLC in December 2018. During the two year period ended May 8, 2019, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division directly to EQT partners and/or to its affiliates and their respective portfolio companies of approximately $57,600,000. Goldman Sachs also has provided certain financial advisory and/or underwriting services to DCM and/or its affiliates and portfolio companies from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation. During the two year period ended May 8, 2019, the Investment Banking Division of Goldman Sachs has not been engaged by DCM or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has received compensation. During the two year period ended May 8, 2019, the Investment Banking Division of Goldman Sachs has not been engaged by FMR or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has received compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Parent, EQT partners, DCM, FMR and their respective affiliates and, as applicable, portfolio companies for which the Investment Banking Division of Goldman Sachs may receive compensation. Affiliates of Goldman Sachs & Co. LLC also may have co-invested with EQT partners, DCM, FMR, and their respective affiliates from time to time and may have invested in limited partnership units of affiliates of EQT partners and DCM from time to time and may do so in the future.

The board of directors of the Company selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated January 7, 2019, the Company engaged Goldman Sachs to act as its financial advisor in connection with the contemplated transaction. The engagement letter between the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $30,000,000, $3,000,000 of which became payable at announcement of the transaction, and the remainder of which is contingent upon consummation of the transaction. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

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Management Projections

The Company does not, as a matter of course, publicly disclose forecasts or internal projections as to its future performance, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the board of director’s consideration of the proposed merger, the Company’s management prepared two sets of unaudited financial projections regarding the Company’s future performance for the calendar years 2018 to 2023, which were provided on December 21, 2018. The first set of unaudited financial projections were whole-company projections and the second set of unaudited financial projections were projections for just communications infrastructure (excluding the Company’s Allstream business unit, comprised of Allstream Business US, LLC, Electric Lightwave, LLC and Allstream Business Inc., which we collectively refer to as Allstream), which we refer to as the communications infrastructure projections. The Company’s management’s projections assume (i) a divestment of Allstream at the end of 2020 at a price equaling four times the last quarter annualized Allstream EBITDA in Q4 2020 and (ii) the Company will convert to a REIT at the end of 2020. We refer to these projections collectively as the management projections.

The management projections were not prepared with a view to public disclosure and are included in this proxy statement only because they were made available to J.P. Morgan and Goldman Sachs for use in connection with their financial analyses during the strategic and financial review process, as described above under the section entitled “—Opinions of the Company’s Financial Advisors.”

Furthermore, the management projections were not prepared with a view to compliance with (1) GAAP; (2) the published guidelines of the SEC regarding projections and forward-looking statements; or (3) the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. KPMG LLP, our independent registered public accountant, has not examined, reviewed, compiled or otherwise applied procedures to the management projections and, accordingly, assumes no responsibility for, and expresses no opinion on, them. The management projections included in this proxy statement have been prepared by, and are the responsibility of, the Company’s management.

EBITDA and adjusted unlevered free cash flow, which we refer to as Adjusted UFCF, contained in the management projections set forth below are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

The management projections do not, and were not intended to, act as public guidance regarding our financial performance. Accordingly, the inclusion of the management projections in this proxy statement should not be regarded as an indication that the board of directors, the Company’s management, J.P. Morgan, Goldman Sachs or any of their respective affiliates or representatives or any other recipient of this information considered, or now considers, the management projections to be predictive of future results.

Although a summary of the management projections is presented with numerical specificity, the management projections reflect numerous estimates, assumptions and judgments (in addition to those described below) as to future events made by the Company’s management that they believed were reasonable at the time the management projections were prepared, taking into account the relevant information available to the Company’s management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the management projections not to be achieved include general economic or industry conditions, the Company’s ability to achieve forecasted sales, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures and changes in tax laws. In addition, the management projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. As a result, there can be no assurance that the management projections will be realized, and actual results may be materially better or worse than those contained in the management projections. The management projections cover multiple years, and such information by its nature becomes less reliable with each successive year.

The summary of the management projections is not included in this proxy statement to induce any stockholder to vote in favor of the proposal to adopt the merger agreement or any of the other proposals to be

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voted on at the special meeting. We do not intend to update or otherwise revise the management projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the management projections are shown to be in error or no longer appropriate. No one has made or makes any representation to any stockholder regarding the information included in the financial forecasts set forth below. In light of the foregoing factors and the uncertainties inherent in the management projections, stockholders are cautioned not to place undue, if any, reliance on the projections included in this proxy statement.

Additionally, the management projections are forward-looking statements. For information on factors that may cause the Company’s future results to materially vary, please refer to the information under the section entitled “Cautionary Statement Concerning Forward-Looking Information” beginning on page 19.

Whole-Company Projections (in millions, except percentages)

The following table presents unaudited prospective financial data for the whole company:

 
2018A
2019E
2020E
2021E
2022E
2023E
Revenue
$
 2,587
 
$
 2,593
 
$
 2,699
 
$
 2,833
 
$
 2,983
 
$
 3,144
 
Revenue Growth
 
 
 
0.2
%
 
4.1
%
 
5.0
%
 
5.3
%
 
5.4
%
EBITDA(1)
$
1,188
 
$
1,211
 
$
1,288
 
$
1,380
 
$
1,480
 
$
1,590
 
EBITDA Margin
 
45.9
%
 
46.7
%
 
47.7
%
 
48.7
%
 
49.6
%
 
50.6
%
Capex
$
788
 
$
822
 
$
844
 
$
867
 
$
890
 
$
915
 
Percentage of Revenue
 
30.4
%
 
31.7
%
 
31.3
%
 
30.6
%
 
29.9
%
 
29.1
%
Adjusted UFCF(2)
$
584
 
$
564
 
$
622
 
$
696
 
$
778
 
$
868
 
Percentage Conversion(3)
 
45.4
%
 
43.0
%
 
44.6
%
 
46.7
%
 
48.7
%
 
50.6
%
(1)EBITDA for the purposes of this table is a non-GAAP financial measure measured after stock-based compensation expense.
(2)Adjusted UFCF is a non-GAAP financial measure and is calculated as EBITDA (prior to stock-based compensation expense) less capex, less amortization of deferred revenue, plus additions to deferred revenue.
(3)Conversion is defined as Adjusted UFCF divided by EBITDA (prior to stock-based compensation expenses).

Communications Infrastructure Projections (in millions, except percentages)

The following table presents unaudited prospective financial data for the Company’s communications infrastructure segment, excluding Allstream:

 
2018A
2019E
2020E
2021E
2022E
2023E
Revenue
$
 2,157
 
$