EX-16.(C)(XII) 12 tm2523589d2_ex16-cxii.htm EXHIBIT 16.(C)(XII)
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Exhibit 16(c)(xii)​
– Preliminary Working Draft – – Highly Confidential –August 10, 2025Project MangroveConfidential Discussion MaterialsPrepared for the Special Committee of the Board of Directors​

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– Preliminary Working Draft – – Highly Confidential –1DisclaimerThis presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Mangrove inconnection with its evaluation of a proposed sale of Mangrove and for no other purpose. The information contained herein is based upon information supplied by oron behalf of Mangrove and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecastsprovided by Mangrove. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for anyindependent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Mangrove orany other entity, or concerning the solvency or fair value of Mangrove or any other entity. With respect to financial forecasts, Centerview has assumed that suchforecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Mangrove as to the futurefinancial performance of Mangrove, and at your direction Centerview has relied upon such forecasts, as provided by Mangrove’s management, with respect toMangrove. Centerview assumes no responsibility
for and expresses no view as to such forecasts or the assumptions on which they are based. The information setforth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unlessindicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials.The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financialanalysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysisconsidered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the processunderlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resultingfrom any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Mangrove.These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly ormade available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview areintended solely for the benefit and use of the Special Committee of the Board of Directors of Mangrove (in its capacity as such) in its consideration of the proposedtransaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Mangrove or any other person. Centerview willnot be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basisfor evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and isnecessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.​
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– Preliminary Working Draft – – Highly Confidential –2Overview of OfferSource: DigitalBridge’s non-binding revised proposal received on 8/8/25, MangroveManagement Plan as of 1/15/25 and FactSet as of 8/8/25.Note: U.S. dollars in millions, except per share amounts. EBITDA figures reflectEBITDA estimates in USD per FactSet.(1) Assumes DSO per Mangrove management as of 8/7/25.(2) Reflects balance sheet as of 6/30/25.(3) Reflects NTM Adj. EBITDA as of 8/8/25.(4) Unaffected date of 5/2/2024, prior to the date that DB and Crestviewpublicly announced the initial proposal.Implied Offer Range MetricsShare Price $5.20x DSO(1) 86.9Implied Equity Value $452(+) Debt(2) 1,071(-) Cash(2) (32)Implied Enterprise Value $1,490Mangrove Management Plan MetricEV / Adj. EBITDA2025E $278 5.4xNTM(3) 294 5.1xMangrove ConsensusEV / Adj. EBITDA2025E $279 5.3xNTM(3) 277 5.4xOffer Price % Prem. / (Disc.) as of Unaffected Date:5/2/24 $3.79 +37%L52-Week High 11.32 (54%)L52-Week Low 2.87 +81%30-Day VWAP 3.59 +45%60-Day VWAP 3.52 +48%90-Day VWAP 3.57 +46%Offer Price % Prem. / (Disc.) as of Current:8/8/25 $3.19 +63%L52-Week High 5.78 (10%)L52-Week Low 3.17 +64%30-Day VWAP 3.65 +43%60-Day VWAP 3.87 +34%90-Day VWAP 4.08 +27%(4)​

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– Preliminary Working Draft – – Highly Confidential –3$0$5$10$15$20$25Aug-20 Feb-21 Aug-21 Feb-22 Aug-22 Feb-23 Aug-23 Feb-24 Aug-24 Feb-25 Aug-25Share Price Performance Over TimeSource: FactSet as of 8/8/25.Note: Prices indexed to Mangrove as of 8/7/20. Broadband peers include CABO, CHTR, CMCSA, LUMN and SHEN.$6.47(71%)Current:Indexed Share Price Performance – Last Five Years$3.19(51%)Mangrove Broadband Peers S&P 500Mangrove Current 52-Week High(8/19/24): $5.78Mangrove Current 52-Week Low(8/7/25): $3.17+91%March 2022:First Fed rate hike post-pandemicMay 2022:Reported Q1’22 Results, DoubledGreenfield Expansion Plans November 2023:Reported Q3’23 ResultsMay 2023:Reported Q1’23 ResultsNovember 2022:Reported Q3’22 ResultsAugust 2022:Reported Q2’22 ResultsMay 2025:Reported Q1’25 Results​

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– Preliminary Working Draft – – Highly Confidential –45 Year Management Plan SummarySource: Mangrove management.Note: U.S. dollars in millions. Reflects management forecast received by Centerview on 01/15/2025.(1) Burdened by Stock-Based Compensation.(2) Includes Non-EBITDA Severance, Non-Recurring & Integration Expenses, and Other Expenses.Historicals Projections2022 2023 2024 2025 2026 2027 2028 2029Revenue $705 $687 $630 $585 $573 $592 $630 $672% Growth (3%) (8%) (7%) (2%) +3% +6% +7%% Fiber 1% 4% 7% 11% 15% 19%Adj. EBITDA(1) $254 $259 $279 $266 $293 $317 $349 $376% Growth +2% +8% (4%) +10% +8% +10% +8%% Margin 36% 38% 44% 46% 51% 54% 55% 56%(-) D&A (139) (140) (136) (169) (191)Adj. EBIT $127 $153 $181 $181 $185% Growth +20% +18% (0%) +2%% Margin 22% 27% 31% 29% 28%(-) Taxes (32) (38) (45) (45) (46)Tax Rate 25% 25% 25% 25% 25%NOPAT $95 $115 $136 $135 $139(+) D&A 139 140 136 169 191(-) Capex (214) (276) (269) (263) (262)(-) Δ in NWC (15) (0) (5) 1 (4)(-) Other(2) (40) (14) (5) (6) (4)Unlevered Free Cash Flow ($34) ($36) ($7) $37 $60% Growth n.m. n.m. n.m. n.m. +65%% Conversion (13%) (12%) (2%) 10% 16%​

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– Preliminary Working Draft – – Highly Confidential –5Overview of Valuation MethodologiesDescription▪ Price targets for Mangrove per recent Wall Street analyst research reports as of latest available date▪ EBITDA unburdened by stock-based compensation expense▪ Multiples applied to Mangrove Management Plan NTM EBITDA▪ EBITDA unburdened by stock-based compensation expense▪ Multiples applied to Mangrove Management Plan LTM EBITDA▪ Mangrove Management Plan▪ Weighted Average Cost of Capital of 8.0% – 9.0%▪ Terminal EV / NTM EBITDA of 5.0x – 6.0x▪ Assumes utilization of NOLs starting in 2027EMethodologyTradingMultiplesPrecedentTransactionsForReferenceEV / LTMAdj. EBITDAAnalystPrice TargetsDiscounted CashFlow AnalysisIncluding Value of Tax AssetsEV / NTMAdj. EBITDA52-WeekTrading Range asof 8/8/25▪ Range of closing share prices for Mangrove stock over the 52 weeks ending 8/8/25Source: Mangrove management, public filings, FactSet, and Bloomberg.Note: U.S. dollars in millions, except per share amounts. Balance sheet as of 6/30/25 per Mangrove management. DSO as of 8/7/2025 per Mangrove management. Shareprices rounded to nearest $0.05, except for 52-week trading range. NTM metrics reflect NTM as of 8/8/25.​

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– Preliminary Working Draft – – Highly Confidential –6$3.17$4.00$2.60$5.95$3.05$5.78$6.50$5.95$10.85$6.75Mangrove Valuation AnalysisMethodology Relevant Metrics Implied Share Price Range5.5x – 7.0x LTM Adj.EBITDA of $283mm4.3x – 5.3x NTM Adj.EBITDA of $294mmWACC: 8.0% – 9.0%Terminal EBITDA Mult. : 5.0x – 6.0xLow / High(Latest Available Reports)Low (8/7/25) /High (8/19/24)Offer Price: $5.20Source: Mangrove management, public filings, FactSet, and Bloomberg.Note: U.S. dollars in millions, except per share amounts. Balance sheet as of 6/30/25 per Mangrove management. DSO as of 8/7/2025 per Mangrove management. Shareprices rounded to nearest $0.05, except for 52-week trading range. NTM metrics reflect NTM as of 8/8/25.TradingMultiplesPrecedentTransactionsForReferenceEV / LTMAdj. EBITDAAnalystPrice TargetsDiscounted CashFlow AnalysisIncluding Value of Tax AssetsEV / NTMAdj. EBITDA52-WeekTrading Range asof 8/8/25​

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– Preliminary Working Draft – – Highly Confidential –7Broker Price Target Valuation MethodologyDCF: 11.8% WACC, 1% PGR~5.0x NTM EBITDA5.1x 2026E EBITDANo Price Target Disclosed$6.50$4.80$4.00–For Reference: Research Analyst Price TargetsSource: Wall Street research, Bloomberg and FactSet as of 8/8/25.(1) No price target disclosed in latest research; prior price target of $5.00 as of 3/14/2024.(5/8/25)(5/28/25)(5/6/25)Buy Hold SellSell(1)​

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– Preliminary Working Draft – – Highly Confidential –8EV /Market '24A-'26E '25E EBITDA % B2C Customers Broadband '25E UFCF (2) NTM Homes TotalCompany TEV Cap. Sales CAGR Margin by Technology (1)Penetration % Revenue EBITDA Passed Subscribers$208.8 $118.9 +1.7% 30.6% 50% 21.3% 5.5x n.a. n.a.137.3 40.0 +0.8% 41.3% 58% 20.5% 5.9x 2,415 4,36318.4 4.0 (4.6%) 26.9% 12% (6.8%) 5.4x 4,392 17,1273.4 0.8 (3.6%) 53.4% 37% 34.2% 4.3x 1,196 3,4581.2 0.7 +9.5% 32.1% 30% (65.2%) 9.1x 1,975 6,551Selected Public Trading StatisticsCable Fiber Copper(4) (4)Source: Mangrove Management Plan and FactSet as of 8/8/25.Note: U.S. dollars in billions. Reflects calendarized financials. EBITDA unburdened by stock-based compensation. Financial estimates reflect mean broker estimates inUSD per FactSet. EBITDA figures reflect EBITDA estimates in USD per FactSet. Assumes market value of debt as of 5/21/25 for Lumen, reflecting unaffecteddate. (1) As of latest filing. (2) Unlevered free cash flow defined as EBITDA less capex. (3) As of unaffected date of 5/21/25. (4) Represents Fiber metrics.47%53%100%100%100%41% 59%(3)​

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– Preliminary Working Draft – – Highly Confidential –90.0x2.0x4.0x6.0x8.0x10.0x12.0x14.0x16.0x18.0x20.0xAug-20 Feb-21 Aug-21 Feb-22 Aug-22 Feb-23 Aug-23 Feb-24 Aug-24 Feb-25 Aug-25Multiple Evolution Over TimeEV / NTM EBITDA – Five Years to Date6.7x14.8x5.9x15.2x11.1x4.7xSource: FactSet as of 8/8/25.Note: Broadband peer median includes CABO, CHTR, CMCSA, LUMN and SHEN.Mangrove Broadband Peers S&P 500June 2021:Sale of Select Properties from Mangrove toAstound and Atlantic BroadbandNovember 2020:Sale of Astound to Stonepeak12.5x11.0xAvg. EV / NTM EBITDA (to Current) R 2 vs. 20-Year TreasuryL5Y L2Y L1Y YTDMangrove 6.2x 4.9x 5.0x 4.9xBroadband Median 8.2x 6.7x 6.4x 6.2xMult. Prem / (Disc.) (2.0x) (1.8x) (1.4x) (1.3x)% Prem. / (Disc.) (24%) (27%) (21%) (20%​

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– Preliminary Working Draft – – Highly Confidential –10Operational Metrics Valuation MetricsAnn. Date Target AcquirorTargetDescriptionFiberHomesPassed %% FiberRevenue Ent. ValueEV /LTMEBITDAForReference:Premium16-May-25 Cox Communications Charter CommunicationsCableIncumbent0% 0% $34,500 6.4x n.a.5-Sep-24 Frontier VerizonIncumbentLEC47% 55% 20,000 9.2x 37%16-Oct-23 Consolidated Communication SearchlightIncumbentLEC43% 45% 3,100 9.6x 70%4-Aug-21 Lumen ApolloIncumbentLEC4% 6% 7,500 5.5x n.a.13-Mar-20 Cincinnati Bell MacquarieIncumbentLECn.a. 29% 2,907 7.2x 101%29-May-19 Frontier SearchlightIncumbentLEC29% 50% 1,352 5.0x n.a.10-Jul-17 Hawaiian Telecom Cincinnati BellIncumbentLEC24% n.a. 656 5.9x 26%5-Feb-15 Verizon (Assets) FrontierIncumbentLEC54% n.a. 10,540 6.2x n.a.Selected Precedent TransactionsSource: Public filings and materials, FactSet.Note: U.S. dollars in millions. (1) Reflects % Fiber revenue at time of deal announcement. (2) Reflects % of Fiber customers as percentage of total broadband customersat time of deal announcement. (3) Reflects the agreed upon premium paid as of the 3/23/2020 merger agreement with Macquarie vs. the unaffected date of12/20/2019. Original offer from Brookfield submitted on 12/23/2019 represented a 36% premium vs. the unaffected date of 12/20/2019.(1)(3)(2)(2)​

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– Preliminary Working Draft – – Highly Confidential –11Discounted Cash Flow AnalysisSource: Mangrove Management Plan and FactSet as of 8/8/25.Note: U.S. dollars in millions, except per share amounts. Assumes valuation date of 6/30/25, including 6/30/25 balance sheet and DSO as of 8/7/2025 per MangroveManagement. Includes cash flows from Q3’25 onwards, reflecting YTD actuals. Reflects mid-year convention discounting. Share price figures rounded to the nearest 5cents. (1) Burdened by stock-based compensation. (2) UFCF conversion calculated as UFCF / Adj. EBITDA. (3) Includes utilization of net operating losses starting in 2027per Management.Implied Share Price(3) Implied PGRExit Multiple Exit Multiple5.0x 5.5x 6.0x 5.0x 5.5x 6.0x8.0% $3.70 $5.25 $6.75 0.8% 1.5% 2.0%8.5% 3.35 4.85 6.35 1.3% 1.9% 2.4%9.0% 3.05 4.50 6.00 1.7% 2.4% 2.9%WACCFiscal Year Ending December 31, Terminal '25E - '29E2025 2026 2027 2028 2029 Year CAGRRevenue $585 $573 $592 $630 $672 $672 +3%% Growth (2%) +3% +6% +7%Adj. EBITDA(1) $266 $293 $317 $349 $376 $376 +9%% Growth +10% +8% +10% +8%% Margin 46% 51% 54% 55% 56% 56%(-) D&A (139) (140) (136) (169) (191) (200)Adj. EBIT $127 $153 $181 $181 $185 $176% Growth +20% +18% (0%) +2%% Margin 22% 27% 31% 29% 28% 26%(-) Taxes (32) (38) (45) (45) (46) (44)Tax Rate 25% 25% 25% 25% 25% 25%NOPAT $95 $115 $136 $135 $139 $132(+) D&A 139 140 136 169 191 200(-) Capex (214) (276) (269) (263) (262) (200)(-) Δ in NWC (15) (0) (5) 1 (4) –+/- Other (40) (14) (5) (6) (4) (4)Unlevered Free Cash Flow ($34) ($36) ($7) $37 $60 $128% Growth n.m. n.m. n.m. +65%% Conversion (2) (13%) (12%) (2%) 10% 16% 34%​

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– Preliminary Working Draft – – Highly Confidential –12Peer Unlevered Beta WACC CalculationMarket Debt / Beta(1)Company Debt Cap. Equity Levered Unlevered Cost of EquityComcast $107,428 $118,896 90% 0.533 0.410 20Y U.S. Treasury Yield 4.8%Charter 94,257 40,039 235% 0.811 0.316 Unlevered Beta 0.31Lumen 16,330 4,016 407% 0.647 0.189 Target Debt / Equity 200%Cable One 3,500 783 447% 0.434 0.143 Levered Beta 0.775Shenandoah 513 689 74% 0.182 0.292 LT U.S. Historical Risk Premium(4) 7.3%Peer Median 235% 0.533 0.292 Size Premium(5) 1.7%Peer Average 251% 0.521 0.270 Cost of Equity 12.2%Mangrove 1,071 277 386% 0.783 0.219Cost of DebtPre-Tax Cost of Debt(6) 8.5%Tax Rate 25.0%After-Tax Cost of Debt 6.4%Memo: Debt / Capital 67%WACC(7) 8.3%Mangrove WACC AnalysisSource: Mangrove management, public filings, Bloomberg and FactSet as of 8/8/25.Note: U.S. dollars in millions. Mangrove balance sheet as of Q2’25 and DSO as of 8/7/2025 per company management. (1) Represents two-year weekly average leveredraw and unlevered adjusted beta. Unlevered betas assume 25.0% tax rate for each company. (2) As of unaffected date of 5/21/25, prior to announcement ofAT&T transaction. (3) Based on market value of debt as of unaffected date of 5/21/25. (4) Duff & Phelps, 2024. (5) Size premium reflects companies with marketcapitalization between $0.3bn and $0.6bn. (6) Based on current trading yields of comparable broadband, mid-cap, high yield companies. (7) WACC equals ((debt /capitalization * (cost of debt * (1 – tax rate))) + (equity / capitalization * levered cost of equity)).(2) (3)WACC Sensitivity WACC SensitivityDebt / Unlevered BetaEquity 0.22 0.26 0.29 0.33 0.36 0.40150% 7.8% 8.0% 8.3% 8.5% 8.7% 8.9%175% 7.8% 8.0% 8.2% 8.5% 8.7% 8.9%200% 7.8% 8.0% 8.2% 8.4% 8.7% 8.9%225% 7.8% 8.0% 8.2% 8.4% 8.6% 8.9%250% 7.8% 8.0% 8.2% 8.4% 8.6% 8.8%​

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– Preliminary Working Draft – – Highly Confidential –13Mangrove NOL AnalysisSource: Mangrove management.Note: U.S. dollars in millions, except per share amounts. Mangrove balance sheet as of 6/30/25 and DSO as of 8/7/2025 per Mangrove Management. Assumes mid-yeardiscounting.(1) Assumes U.S. federal tax rate of 21%.(2) NOLs applied to offset federal tax expense based on usage from Management.Cash Flow Benefit of NOLsNOL CashFlowBenefit toMangrovePresentValue ofNOL CashFlowBenefit toMangroveFiscal Year Ending December 31,2024 2025 2026 2027 2028 2029Mangrove NOL Usage – – – $103 $80 –(x) Mangrove Tax Rate (1) 21% 21% 21% 21% 21% 21%Mangrove Cash Tax Benefit – – – $22 $17 –Beginning NOL Balance $183 $183 $183 $183 $80 –(-) Mangrove NOL Usage(2) – – – (103) (80) –Ending NOL Balance $183 $183 $183 $80 – –Implied Value /Discount Rate PV of NOL Share8.0% $31.9 $0.378.5% 31.5 0.369.0% 31.2 0.36​

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– Preliminary Working Draft – – Highly Confidential –144.0%6.0%8.0%10.0%12.0%14.0%16.0%18.0%20.0%Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25Peer Yield vs. Single-B IndexYield – Last 1 YearLumen(1) Cable One(2) Single-B IndexSource: Bloomberg and FRED as of 8/8/2025.Note: Reflects yield-to-maturity over time per Bloomberg estimates.(1) Reflects longest-dated senior unsecured bond with 2042 maturity.(2) Reflects longest-dated senior unsecured bond due 2030.9.8%8.7%6.9%17.0%8.9%7.3%Average Yield Over TimeLumen Cable One Single B-IndexS&P Rating B- BB- n.a.1-Year 10.9% 8.5% 7.0%Δ vs. Single-B Index 3.9% 1.4% –6-Month 10.2% 8.9% 7.3%Δ vs. Single-B Index 2.9% 1.6% –3-Month 9.8% 9.3% 7.2%Δ vs. Single-B Index 2.7% 2.1% –​

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– Preliminary Working Draft – – Highly Confidential –15Mangrove Capitalization SummaryMangrove Capitalization SummaryPrice Per Share (Offer) $5.20Outstanding Shares (mm) 85.8Performance Stock Units 1.1Fully Diluted Shares Outstanding 86.9Equity Value ($mm) $452Source: Mangrove management.Note: Reflects DSO as of 8/7/2025.(1) Includes 2.8mm of Restricted Stock Awards.(1)