EQUITY INVESTMENTS

3 Months Ended

Mar. 31, 2025

Investments, All Other Investments [Abstract]

In June 2024, the Company invested an additional $20.0 million in AMG Technology Holdings, LLC, a wireless internet service provider ("Nextlink"), increasing its equity interest to approximately 22%. Prior to this additional investment, Nextlink was accounted for as a cost method investment. After the investment, Nextlink is accounted for as an equity method investment with a one quarter reporting lag. In March 2025, the Company divested an equity investment for $10.7 million of cash proceeds and recognized a $3.2 million gain.

Prior to June 30, 2024, the Company held a call option to purchase all but not less than all of the remaining equity interests in MBI, in which the Company owns an approximately 45% equity interest, that the Company does not already own between January 1, 2023 and June 30, 2024. The call option expired unexercised on June 30, 2024. Further, certain investors in MBI held a put option to sell (and to cause all members of MBI other than the Company to sell) to the Company all but not less than all of the remaining equity interests in MBI that the Company does not already own between July 1, 2025 and September 30, 2025 (these call and put options are collectively referred to as the "Old MBI Net Option").

In December 2024, the Company amended its agreement with MBI, to, among other things, (i) reinstate the Company's expired call option to acquire the remaining equity interests in MBI, exercisable any time after the availability of MBI's June 30, 2025 financial statements (unless the Put Option (as defined below) has already been exercised) (the "Call Option"); (ii) amend the put option held by certain other investors in MBI to sell (and to cause all members of MBI other than the Company to sell) to the Company all membership interests not held by the Company such that the exercise can occur no earlier than January 1, 2026 (unless a change of control of the Company occurs prior to that date), and the closing can occur no earlier than October 1, 2026 (unless the Company elects to cause the closing to occur earlier) (the "Put Option," and together with the Call Option, the "New MBI Net Option"); (iii) require the Company to make a $250 million net upfront cash payment to the other members of MBI (the "Upfront Payment"), which was paid on December 20, 2024; and (iv) provide for the other members of MBI to immediately receive, indirectly, the proceeds from $100 million of new indebtedness recently incurred by a subsidiary of MBI (the "New MBI Debt") (collectively, the "MBI Amendment"). The purchase price payable by the Company upon the exercise of the Call Option or Put Option, as applicable, is to be calculated under a formula based on a multiple of MBI’s adjusted earnings before interest, taxes, depreciation and amortization for the twelve-month period ended June 30, 2025, and MBI’s total net indebtedness. The aggregate amount of the Upfront Payment and the New MBI Debt will reduce the Call Price or Put Price payable upon the exercise of the Call Option or Put Option, as applicable, and the impact of the New MBI Debt (and the associated interest and fees) will be excluded from the calculation of MBI's total net indebtedness for purposes of determining such purchase price. Further, if the closing of the Put Option or Call Option occurs prior to October 1, 2026, the Call Price or Put Price payable will be discounted, from October 1, 2026 to the closing, at a per annum rate of 12%.

The Old MBI Net Option and the New MBI Net Option are measured at fair value on a quarterly basis using Monte Carlo simulations that rely on assumptions around MBI’s equity value, MBI's and the Company’s equity volatility, MBI’s and the Company’s EBITDA volatility, risk adjusted discount rates and the Company’s cost of debt, among others.

The carrying value of the Company's equity investments consisted of the following (dollars in thousands):


	March 31, 2025			December 31, 2024
	Ownership Percentage	Carrying Value		Ownership Percentage	Carrying Value
Cost Method Investments
MetroNet(1)	<10%	$	7,000	<10%	$	7,000
Point Broadband(2)	<10%	42,623		<10%	42,623
Visionary(3)	<10%	8,822		<10%	8,822
Ziply(4)	<10%	50,000		<10%	50,000
Others	<10%	7,696		<10%	14,967
Total cost method investments		$	116,141		$	123,412

Equity Method Investments
Clearwave Fiber(5)	~57%(6)	$	126,031	~57%(6)	$	180,882
MBI(7)	~45%	402,266		~45%	405,810
Nextlink	~22%	107,114		~22%	105,708
Total equity method investments		$	635,411		$	692,400

Total equity investments		$	751,552		$	815,812

(1)MetroNet Systems, LLC, a fiber internet service provider ("MetroNet").

(2)Point Broadband Holdings, LLC, a fiber internet service provider ("Point Broadband").

(3)Visionary Communications, Inc., an internet service provider ("Visionary").

(4)Northwest Fiber Holdco., LLC, a fiber internet service provider ("Ziply").

(5)The Company does not have a controlling financial interest and does not consolidate Clearwave Fiber for financial reporting purposes but accounts for its interest under the equity method of accounting as the entity’s governance arrangements require certain of the designees of the other unit holders to consent to all significant decisions.

(6)Represents the Company's percentage ownership of the total outstanding equity units in Clearwave Fiber. The Company's ownership interest in Clearwave Fiber is in the form of common equity units and the ownership interest in Clearwave Fiber of the unaffiliated third-party investors is in the form of convertible preferred equity units. The convertible preferred equity units held by the unaffiliated third-party investors are subject to a specified preferred return in relation to the common equity units held by the Company. As a result of the economic and other attributes of the various classes of equity units in Clearwave Fiber, the Company's percentage ownership of the total outstanding equity units in Clearwave Fiber may differ from its economic interest in Clearwave Fiber.

(7)The carrying value of the New MBI Net Option asset was $79.5 million and $84.1 million as of March 31, 2025 and December 31, 2024, respectively, and was included within other noncurrent assets in the condensed consolidated balance sheets. During the fourth quarter of 2024, the Company recorded a $111.7 million non-cash impairment charge to the carrying value of its MBI investment based on MBI's financial performance and updated forecast information. Refer to note 10 for further information on the New MBI Net Option.

The carrying value of MBI exceeded the Company’s underlying equity in MBI’s net assets by $361.9 million and $365.7 million as of March 31, 2025 and December 31, 2024, respectively.

Equity method investment income (losses), which increase (decrease) the carrying value of the respective investment, and which are recorded on a one quarter lag, along with other equity investment activity reflected in the condensed consolidated statements of operations and comprehensive income, were as follows (in thousands):


	Three Months Ended March 31,
	2025		2024
Equity Method Investment Income (Losses)
Clearwave Fiber(1)	$	(54,851)	$	(21,721)
MBI(2)	(3,544)		(315)
Nextlink	1,405		—
Total	$	(56,990)	$	(22,036)

Other Income (Expense), Net
Old MBI Net Option fair value adjustment	$	—	$	(7,200)
New MBI Net Option fair value adjustment	$	(4,670)	$	—
Gain (loss) on sale of equity investment	$	3,199	$	—
Mark-to-market adjustments	$	58	$	46

(1)The amount for the three months ended March 31, 2025 includes $28.0 million related to non-cash impairment charges recorded by Clearwave Fiber.

(2)The Company identified a $186.6 million difference between the fair values of certain of MBI’s finite-lived intangible assets and the respective carrying values recorded by MBI, of which $84.0 million was attributable to the Company’s 45% pro rata portion. The Company is amortizing its share on an accelerated basis over the lives of the respective assets. For the three months ended March 31, 2025, the Company recognized $1.5 million of its proportionate share of MBI’s net loss and $2.1 million of its proportionate share of basis difference amortization. For the three months ended March 31, 2024, the Company recognized $2.2 million of its proportionate share of MBI's net income and $2.5 million of its proportionate share of basis difference amortization.

The carrying value of the Company’s equity investments without readily determinable fair values are determined based on fair valuations as of their respective acquisition dates. The Company assesses each equity investment for indicators of impairment on a quarterly basis. No impairments were recorded for any of the periods presented.