Zayo — Merger or Acquisition (May 2019)
33 slides from Zayo's merger presentation, May 9, 2019
Slide 1: Take Private
Take Private Instead of being owned by public shareholders,Zayo will be owned by large private equity groups 2
Slide 2: New owners are experienced communications infrastructure investors
3 Newownersare experienced communications infrastructureinvestors
Slide 3: New owners are experienced communications infrastructure investors
New owners are experienced communications infrastructure investors dighalcolony l= Q T
Slide 4: Partnership will enable us to strengthen our industry leadership and accelerate growth
6 Partnershipwillenableusto strengthenourindustry leadership accelerateourgrowth and
Slide 5: We will continue to provide mission critical bandwidth to the world's most impactful companies
7 Wewillcontinuetoprovide missioncriticalbandwidthto theworld’smostimpactful companies
Slide 6: Pillars and strategy
Pillars and strategy 8 By customers, investors, and employees Responsive, creative, innovative, passionate, agile Source of our unique, durable, long-term competitive advantage Fiber Entrepreneurs Trusted remainthesame
Slide 7: Team and primary locations remain the same
9 Teamandprimarylocations remainthesame
Slide 8: Goals remain the same
10 Goalsremainthesame Deliver >20% equity IRR and 6-8%+ growth...
Slide 9: Remain committed to exceeding customer expectations
11 Remain committed to exceeding customer expectations
Slide 10: Remain committed to exceeding customer expectations
e TAP 1 - 500 Customers Remain committed to exceeding customer expectations
Slide 11: Not a public company
Not a public company 13
Slide 12: More flexibility to take decisive actions
More flexibility to take decisive actions 14
Slide 13: Seasoned, successful industry veterans will form Zayo Board
16 Seasoned,successful industryveteranswillform ZayoBoard
Slide 14: Seasoned, successful industry veterans will form Zayo Board
Seasoned, successful industry veterans will form Zayo Board
Slide 15: Introduction to EQT - Jan Vesely
Introduction to EQT - Jan Vesely An industrial approach to private equity and a passion to develop companies “To be the most reputable investment firm in the world”EQT’s strategic vision 18
Slide 16: Timeline
Timeline CQ2 2019 CQ3 2019 CQ2 2019-CQ12020 C1H 2020 Announcement Shareholder Vote Regulatory Approvals Expected Close
Slide 17: Timeline
Timeline cQ2 2019 C€Q3 2019 cQ2 20193- C1H 2020 €Q12020 Announcement Shareholder Regulatory Expected Approvals Close
Slide 18: RSUs and ICC will continue to be granted through close
23 RSUs andICCwillcontinueto begranted throughclose
Slide 19: All vested stock/RSUs convert to cash at $35 per share on close
24 Allstock/RSUs converttocashat$35per shareonclose vested
Slide 20: At close, unvested RSUs convert to restricted cash equivalent and continue to vest
25 Atclose,RSUs converttorestrictedcash equivalentand continueto vestonnormalschedule unvested
Slide 21: After close, employee receives all unvested RSU value if terminated
26 Afterclose,employee receives all unvested RSU value ifterminated(other thanforcause)
Slide 22: Compensation program to be developed with new owners
Over next severalquarters, will work with new owners to develop compensation program that will take effect upon close 27
Slide 23: 9,000+ documents, 50+ meetings, investment groups, 55+ employees
9,000+ documents 50+ meetings 11 investment groups 55+ employees 28
Slide 24: Recognition
Recognition 29 Kathleen Buchholz, SVP, Integration & Financial Systems Andrea Giersdorf, VP, IT Financial Operations, Data Intelligence & Analytics Matt Regan, VP, Compensation & Benefits Chris Kaiser, Director, Corporate Accounting
Slide 25: Recognition
Recognition 30 Bob Merkel, VP, Tax Ben Post, Director, Income Tax Matt Leisy,Financial Reporting Sr Manager, Cherie Barrett, Sr Director, SEC Reporting & Corporate Accounting
Slide 26: Recognition
Recognition 31 Mike Sharpe, SVP Network Operations Kevin Mammel, CFO Strategic Business Solutions Kris Boccio, VP, Systems Development-GIS Sandor Coscia, GIS Analyst
Slide 27: Recognition
Recognition Brad Korch, VP Investor Relations & Corp. Finance Lauren Lantero, Associate General Counsel Shira Cooks, Associate General Counsel Mitch Coan, Sr. Manager, Corporate Development Mitchell Robben, Analyst, Corporate Development Quinn Brubaker, Analyst, Corporate Development
Slide 28: Recognition
Recognition 33 Rachel Stack, SVP, Corp. Strategy & Development Mike Mooney, SVP General Counsel Matt Steinfort, CFO
Slide 29: Recognition
Recognition 2 Rachel Stack, SVP, Corp. Strategy & Development pl Mike Mooney, SVP General Counsel Matt Steinfort, CFO
Slide 30: Appendix
Appendix
Slide 31: Forward Looking Statements
Forward Looking Statements 36 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” with
Slide 32: Additional Information about the Proposed Merger and Where to Find It
Additional Information about the Proposed Merger and Where to Find It In connection with the proposed Merger, the Company will file a proxy statement on Schedule 14A with the SEC. Additionally, the Company plans to file other relevant materials with the SEC in connection with the proposed Merger. Th
Slide 33: Additional Information about the Proposed Merger and Where to Find It
Additional Information about the Proposed Merger and Where to Find It Inconnection with the proposed Merger, the Company wil fle a proxy statement on Schedule 14A with the SEC, Additionally, the Compary plans tofile other relevant materials with the SEC in connection with the proposed Merger, This e
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