Zayo Group Holdings Inc

Zayo — Merger or Acquisition (November 2016)

16 slides from Zayo's merger presentation, Nov 30, 2016

  1. Slide 1: Zayo Acquisition of Electric Lightwave

    Zayo Acquisition of Electric Lightwave 30 November 2016

  2. Slide 2: Zayo Group Safe Harbor

    ZAYO GROUP SAFE HARBOR Information contained in this presentation that is not historical by nature constitutes “forward-looking statements” which can be identified by the use of forward-looking terminology such as “believes,” “expects,” “plans,” “intends,” “estimates,” “projects,” “could,” “may,” “w

  3. Slide 3: The Transaction

    The Transaction 3 Purchase of Electric Lightwave (“ELI”) (formerly Integra), a facilities-based provider of communications services $538 million LQA Revenue $180 million LQA EBITDA $1.42 billion purchase price Subject to standard closing and post-closing adjustments (ex: working capital) ~7.9x Adjus

  4. Slide 4: ELI History

    2012 2015 2016 Integra changes name to Electric Lightwave, reinforcing its multi-year pivot from a CLEC to a fiber-rich Communications Infrastructure provider ELI History ELI is a combination of four main companies: Integra Telecom, Electric Lightwave, Eschelon Telecom and opticAccess Integra acquir

  5. Slide 5: ELI strengthens Zayo's fiber position along the West Coast

    ELI strengthens Zayo’s fiber position along the West Coast ELI’s broad and deep fiber asset is highly complementary to Zayo’s existing network 8,100 route miles of long haul fiber connecting major markets west of the Rocky Mountains 4,000 route miles of metro fiber in 35 markets including: San Franc

  6. Slide 6: Global Network Bolsters West Coast Fiber

    6 GLOBAL NETWORK Bolsters West Coast Fiber SME revenue in MN & CO

  7. Slide 7: Long Haul Fiber Network

    Long Haul Fiber Network 7 8,100 route miles of long haul fiber connecting major markets west of the Rocky Mountains Includes high fiber count owned routes from Las Vegas to Phoenix and San Diego to San Luis Obispo Provides diversity along strategic LH routes Complementary IRU’d fiber from Zayo, Cent

  8. Slide 8: Major expansion of Portland and Sacramento

    8 Major expansion of Portland and Sacramento Portland, OR Sacramento, CA

  9. Slide 9: Densification of Seattle and San Francisco

    9 Densification of Seattle and San Francisco Seattle San Francisco

  10. Slide 10: Strengthening of Salt Lake City, Boise and Spokane

    10 Strengthening of Salt Lake City, Boise and Spokane Salt Lake City Spokane Boise

  11. Slide 11: Enhancements to Phoenix, San Jose, Minneapolis, LA and Denver

    11 Enhancements to Phoenix, San Jose, Minneapolis, LA and Denver Phoenix Minneapolis Denver Los Angeles San Jose

  12. Slide 12: Now is an opportune time for Zayo to acquire

    Now is an opportune time for Zayo to acquire Historically, “Integra” focused on CLEC business model From 2011 to 2016, “Integra” began transition to fiber-focused business model In August 2016, changed name to ELI and began separation into two businesses: Communications Infrastructure (Electric Ligh

  13. Slide 13: High Level Integration Plan

    High Level Integration Plan Focus on leveraging fiber assets as Communications Infrastructure 35-45% of ELI revenue Heavy and rapid integration into core Zayo organization, processes and systems Target >50% EBITDA contribution Leverage Allstream workstream to optimize value of SME and Voice business

  14. Slide 14: Summary

    Summary Fiber rich and complementary assets in important west coast markets Low pre-synergy and post-synergy purchase price multiple Zayo’s balance sheet enables funding at a low incremental cost of capital Zayo uniquely positioned acquiror, given complementary assets, integration expertise and timi

  15. Slide 15: Q & A

    Q & A

  16. Slide 16: Thank You

    a .) eT } oe Ld Thank You | ww — C) F ee ae | -—. “

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