EX-16.(C)(III) 3 tm2523589d2_ex16-ciii.htm EXHIBIT 16.(C)(III)
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Exhibit 16(c)(iii)​
– Preliminary Working Draft – – Highly Confidential –August 2024Project 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 –2Situation Update and Summary of Diligence In June 2024, the Special Committee and the company retained Altman Solon, a telecommunications consultant, towork with management to refine and update the company’s LRP Centerview met with the Special Committee and Altman Solon on seven occasions in June and July, including twomeetings attended by management On 8/2/24, management shared an LRP, and instructed Centerview to utilize it for purposes of its analysis– Centerview has reviewed several iterations and drafts of the LRP prior to the latest draftLong-Range PlanOverviewFinancing The Company is working with PJT to secure additional liquidity to support long term growth and fiber deployment The incremental financing is likely to provide approximately $150 million of additional liquidity from third-partylenders with a pathway to additional capital As part of the new package, it is not clear whether the company will retain the change of control flexibility that existsunder the current documents

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– Preliminary Working Draft – – Highly Confidential –Situation Update and Summary of Diligence (Cont’d)Diligence The following summarizes the diligence conducted by Centerview on Mangrove to date:– Reviewed recent board updates, strategy presentations, forecasts, debt and equity capitalization and otherinformation provided by management– Reviewed data / analysis from Mangrove management and Altman Solon– Reviewed recent Wall St. analyst research and recent public filings (including recent 10-K and 10-Qs) Centerview and members of Mangrove management, the Special Committee and Altman Solon discussed key areas ofdiligence, including, but not limited to:– The LRP and performance to date in both legacy and greenfield markets– Existing KPIs (homes passed, penetration, ARPU)– Pipeline of potential organic growth opportunities and fiber deployment– Competitive landscape and Mangrove’s areas of differentiation– Historical growth, margins and SG&A trends vs. assumptions in the LRP– Capital expenditure plan and investments required to facilitate organic growth opportunities– Net working capital needs and trends– Trends related to stock-based compensation, depreciation and amortization– Expected effective tax rate going forward

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– Preliminary Working Draft – – Highly Confidential –Today’s Discussion1 Valuation Perspectives2 Potential Process & Counterparties3 Appendix

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– Preliminary Working Draft – – Highly Confidential –5Overview of Crestview’s May 2nd Proposal $4.80 per share in cash for all outstanding shares of Mangrovecommon stock not currently owned by Crestview– Proposal states offer price represents a 27% premium over theunaffected share price of $3.79(1)HeadlineOffer Non-waivable condition requires:– Approval and recommendation to board by Special Committee,as advised by independent legal and financial advisors– Approval of Mangrove Board of Directors Assumes the current debt financing at WOW remains in place aftertransaction close Equity financing will be funded by the rollover of Crestview’s existing38.0% ownership and new equity to be provided by DigitalBridge Completion of customary due diligenceOther KeyTermsCertainConditionsof ProposalShare Price $4.80x DSO(2) 86.4Implied Equity Value $415(+) Debt(3) 975(-) Cash(3) (21)Implied Enterprise Value $1,369Mangrove Management PlanEV / Adj. EBITDA2024E $260 5.3xNTM(4) 277 4.9xMangrove Consensus (1)EV / Adj. EBITDA2024E $273 5.0xNTM(4) 273 5.0xOffer Price % Prem. / (Disc.) to(1) :Unaffected Price $3.79 +27%L52-Week High 11.59 (59%)L52-Week Low 2.31 +108%30-Day VWAP 3.59 +34%60-Day VWAP 3.52 +36%90-Day VWAP 3.57 +34%Proposal Overview Implied Offer MetricsSource: Crestview’s non-binding proposal received on 5/2/​24, Mangrove ManagementPlan and FactSet as of 8/6/2024.Note: U.S. dollars in millions, except per share amounts. EBITDA figures reflectEBITDA estimates in USD per FactSet.(1) As of unaffected date of 5/2/24.(2) Assumes DSO per Mangrove management as of 6/30/24.(3) Reflects balance sheet as of 6/30/24.(4) Reflects NTM Adj. EBITDA as of 8/2/2024.1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –6Share Price Performance Over TimeMangrove 52-Week High(5/3/23): $11.32Source: FactSet as of 8/6/2024.Note: Prices indexed to Mangrove as of 5/2/19. Broadband peer median includes CABO, CHTR, CMCSA, FYBR, LUMN and SHEN. Mangrove unaffected date as of 5/2/24.$7.99$3.79(53%)(33%)+79%Current(Memo):Mangroveunaffected priceIndexed Share Price Performance – Five Years Prior to Unaffected Date$5.08(36%)Mangrove 52-Week Low(11/10/23): $2.87Mangrove Broadband Peers S&P 500March 2022:First Fed rate hike post-pandemicMay 2022:Reported Q1’22 Results, DoubledGreenfield Expansion PlansNovember 2023:Reported Q3’23 Results1 Valuation Perspectives$0$5$10$15$20$25$30May-19 Nov-19 May-20 Nov-20 May-21 Nov-21 May-22 Nov-22 May-23 Nov-23 May-24

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– Preliminary Working Draft – – Highly Confidential –7Historicals Projections2022 2023 2024 2025 2026 2027 2028 2029Revenue $705 $687 $647 $643 $603 $615 $644 $677% Growth (3%) (6%) (1%) (6%) +2% +5% +5%% Fiber 1% 4% 7% 11% 15% 19%Adj. EBITDA(1) $254 $259 $248 $278 $295 $329 $363 $382% Growth +2% (4%) +12% +6% +12% +10% +5%% Margin 36% 38% 38% 43% 49% 54% 56% 56%(-) D&A (164) (139) (140) (136) (169) (191)Adj. EBIT $85 $138 $155 $193 $194 $191% Growth +64% +12% +24% +1% (1%)% Margin 13% 22% 26% 31% 30% 28%(-) Taxes (21) (35) (39) (48) (49) (48)Tax Rate 25% 25% 25% 25% 25% 25%NOPAT $63 $104 $116 $145 $146 $144(+) D&A 164 139 140 136 169 191(-) Capex (236) (245) (255) (239) (241) (225)(-) Δ in NWC (10) (15) (0) (5) 1 (4)(-) Other(2) (22) (16) (8) (5) (5) (3)Unlevered Free Cash Flow ($41) ($32) ($7) $32 $69 $101% Growth n.m. n.m. n.m. +115% +46%% Conversion (17%) (12%) (2%) 10% 19% 27%5 Year Management Plan SummarySource: Mangrove management.Note: U.S. dollars in millions. Reflects management forecast received by Centerview on 8/2/2024.(1) Burdened by Stock-Based Compensation.(2) Includes Non-EBITDA Severance, Non-Recurring & Integration Expenses, and Other Expenses.1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –8$260 $260 $268 $274 $289 $257 $273 $274 $307 $283 $284$647 $631 $637 $6398/2/24 Management Plan vs. Consensus: Selected P&L ItemsSource: Mangrove Management Plan provided on 8/2/2024, Wall Street research and FactSet as of 8/6/2024.Note: U.S. dollars in millions. Adj. EBITDA unburdened by stock-based compensation.RevenueAdj.EBITDAUFCF(EBITDAlessCapex)# of Est. = 3# of Est. = 2# of Est. = 3 # of Est. = 2# of Est. = 3 # of Est. = 32024E 2025E 2026E$643 $592 $614 $632 $603 $576 $604# of Est. = 3# of Est. = 3# of Est. = 1$45($53)$19$92$24($31)$19$82$52–Mgmt. Mgmt. Mgmt.Mgmt. Mgmt. Mgmt.Mgmt. Mgmt. Mgmt.n.m.1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –98/2/24 Management Plan vs. Consensus: MarginsAdj.EBITDAMarginUFCF as% ofRevenue# of Est. = 3Source: Mangrove Management Plan provided on 8/2/2024, Wall Street research and FactSet as of 8/6/2024.Note: U.S. dollars in millions. Adj. EBITDA unburdened by stock-based compensation.2024E 2025E 2026E40.2% 40.7% 42.4% 43.0%# of Est. = 345.0% 40.7% 44.7% 46.1%# of Est. = 250.8% 47.1% 49.2%# of Est. = 33.7%(4.8%)3.0%13.0%# of Est. = 36.9%(8.4%)3.1%15.6%# of Est. = 18.6%–Mgmt. Mgmt. Mgmt.Mgmt. Mgmt. Mgmt.n.m.1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –10Preliminary Overview of Valuation MethodologiesDescription Range of closing share prices for Mangrove stock over the 52 weeks ending 5/2/2024 (unaffected date) 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 9.0% – 10.0% Perpetuity growth rate of 2.5% – 3.5% Assumes utilization of NOLs starting in 2027EEV / LTMAdj. EBITDAEV / NTMAdj. EBITDAAnalystPrice TargetsTradingMultiplesPrecedentTransactionsDiscounted CashFlow AnalysisIncluding Value of Tax AssetsForReference52-WeekTrading RangeMethodologySource: Mangrove management, public filings, FactSet, and Bloomberg.Note: U.S. dollars in millions, except per share amounts. Balance sheet and fully diluted share count as of 6/30/24 per Mangrove management estimate. Share pricesrounded to nearest $0.05, except for 52-week trading range. NTM metrics reflect NTM as of 8/2/2024.1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –11$2.87$3.00$3.40$5.90$3.30$11.32$8.00$8.65$10.50$9.15Preliminary Mangrove Valuation AnalysisMethodology Relevant Metrics Implied Share Price Range5.5x – 7.0x LTM Adj.EBITDA of $266mm4.5x – 6.1x NTM Adj.EBITDA of $277mmLow (11/10/23) /High (5/3/23)(Unaffected Date)WACC: 9.0% – 10.0%PGR: 2.5% – 3.5%Low / High(Latest Available Reports)CrestviewProposal 5/2/24$4.80EV / LTMAdj. EBITDAAnalystPrice TargetsTradingMultiplesPrecedentTransactionsDiscounted CashFlow AnalysisIncluding Value of Tax AssetsForReference52-WeekTrading RangeEV / NTMAdj. EBITDASource: Mangrove management, public filings, FactSet, and Bloomberg.Note: U.S. dollars in millions, except per share amounts. Balance sheet and fully diluted share count as of 6/30/24 per Mangrove management estimate. Share pricesrounded to nearest $0.05, except for 52-week trading range. NTM metrics reflect NTM as of 8/2/2024.1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –12Prem. To ValuationBroker Price Target Unaff. SP Methodology+111%DCF: 11.2% WACC, 1%PGR+32% 5.0x 2025E EBITDA+6% 4.5x 2025E EBITDA(21%) 4.2x 2025E EBITDAMedian $4.50 +19%$8.00$5.00$4.00$3.00Research Analyst Price TargetsSource: Wall Street research, Bloomberg and FactSet as of 8/6/2024.(3/14/24)(5/7/24)(5/7/24)(3/13/24)Buy Hold1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –13Market '24E-'26E '25E EBITDA % of B2C Customers Broadband '25E UFCF (2) NTM EVCompany TEV Cap. Sales CAGR Margin by Technology (1) Penetration % Revenue / EBITDA$236.1 $152.7 +0.8% 31.5% 51% 21.7% 6.2x157.8 57.9 (0.1%) 41.7% 55% 19.0% 7.0x17.1 7.0 +2.4% 39.8% 20% (10.3%) 7.4x17.3 5.2 (2.2%) 32.5% 12% 10.7% 4.3x4.5 2.3 (0.9%) 55.0% 39% 34.6% 5.3x0.9 1.0 +19.7% 29.4% 33% (44.0%) 8.2xMean $72.3 $37.7 +3.3% 38.3% 35.0% 5.3% 6.4xMedian $17.2 $6.1 +0.3% 36.1% 36.0% 14.8% 6.6xMemo: Mangrove UnaffectedConsensus(5) (2.3%) 43.8% 8.4% 4.5xMgmt. Plan(6) (3.5%) 45.0% 6.9% 4.5x$1.2 $0.3 25%Selected Public Trading StatisticsSource: Mangrove Management Plan and FactSet as of 8/6/2024.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 8/6/24 for Lumen.(1) As of latest filing. (2) Unlevered free cash flow defined as EBITDA less capex. (3) Reflects 2025E YoY growth due to lack of 2026E estimates. (4) ExcludingRLEC. (5) Consensus estimates as of 5/2/24. Assumes DSO and balance sheet figures as of 6/30/24. (6) Based on Mangrove Management Plan received byCenterview on 8/2/2024.100%73%27%100%70%30%94%6%35%65%Cable Fiber Copper100%(3) (4)1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –140.0x2.0x4.0x6.0x8.0x10.0x12.0x14.0x16.0x18.0x20.0xMay-19 Nov-19 May-20 Nov-20 May-21 Nov-21 May-22 Nov-22 May-23 Nov-23 May-24Multiple Evolution Over TimeEV / NTM EBITDA – Five Years to Unaffected Date6.7x11.8x4.5x6.7xMangroveunaffectedmult. (5/2/24)13.6x9.7x5.1xSource: FactSet as of 8/6/2024.Note: Broadband peer median includes CABO, CHTR, CMCSA, FYBR, LUMN and SHEN. Mangrove unaffected date as of 5/2/24.1 Valuation PerspectivesAvg. EV / NTM EBITDA (to Unaffected) Mangrove Broadband Peers S&P 500L5Y L2Y L1Y YTDMangrove 6.6x 5.6x 4.7x 4.5xBroadband Median 8.9x 7.1x 7.0x 6.8xMult. Prem / (Disc.) (2.4x) (1.5x) (2.4x) (2.4x)% Prem. / (Disc.) (26%) (21%) (34%) (35%)June 2021:Sale of Select Properties from WOW!to Astound and Atlantic BroadbandNovember 2020:Sale of Astound to Stonepeak12.5x11.0x

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– Preliminary Working Draft – – Highly Confidential –15Selected Precedent TransactionsSource: Public filings and materials, FactSet.Note: U.S. dollars in millions.1 Valuation PerspectivesAnn. Date Target Acquiror Ent. ValueEV /LTM EBITDA16-Oct-23 Consolidated Communication Searchlight $3,100 9.6x4-Aug-21 Lumen Apollo 7,500 5.5x13-Mar-20 Cincinnati Bell Macquarie 2,907 7.2x29-May-19 Frontier Searchlight 1,352 5.0x10-Jul-17 Hawaiian Telecom Cincinnati Bell 656 5.9x5-Feb-15 Verizon (Assets) Frontier 10,540 6.2xMean 6.6xMedian 6.1x

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– Preliminary Working Draft – – Highly Confidential –16PGR PGR2.5% 3.0% 3.5% 2.5% 3.0% 3.5%9.0% $6.10 $7.50 $9.15 5.7x 6.2x 6.8x9.5% 4.60 5.80 7.15 5.3x 5.8x 6.3x10.0% 3.30 4.30 5.50 5.0x 5.4x 5.8xWACCFiscal Year Ending December 31, Terminal '24E - '29E2024 2025 2026 2027 2028 2029 Year CAGRRevenue $647 $643 $603 $615 $644 $677 $677 +1%% Growth (1%) (6%) +2% +5% +5%Adj. EBITDA(1) $248 $278 $295 $329 $363 $382 $382 +9%% Growth +12% +6% +12% +10% +5%% Margin 38% 43% 49% 54% 56% 56% 56%(-) D&A (164) (139) (140) (136) (169) (191) (200)Adj. EBIT $85 $138 $155 $193 $194 $191 $182% Growth +64% +12% +24% +1% (1%)% Margin 13% 22% 26% 31% 30% 28% 27%(-) Taxes (21) (35) (39) (48) (49) (48) (46)Tax Rate 25% 25% 25% 25% 25% 25% 25%NOPAT $63 $104 $116 $145 $146 $144 $137(+) D&A 164 139 140 136 169 191 200(-) Capex (236) (245) (255) (239) (241) (225) (200)(-) Δ in NWC (10) (15) (0) (5) 1 (4) –+/- Other (22) (16) (8) (5) (5) (3) (3)Unlevered Free Cash Flow ($41) ($32) ($7) $32 $69 $101 $133% Growth n.m. n.m. n.m. +115% +46%% Conversion (2) (17%) (12%) (2%) 10% 19% 27% 35%Preliminary Discounted Cash Flow AnalysisSource: Mangrove Management Plan and FactSet as of 8/2/2024.Note: U.S. dollars in millions, except per share amounts. Assumes valuation date of 6/30/2024, including 6/30/24 balance sheet and DSO per Mangrove Management. Includescash flows from Q3’24 onwards. Reflects mid-year convention discounting. Share price figures rounded to the nearest 5 cents. (1) Burdened by stock-basedcompensation. (2) UFCF conversion calculated as UFCF / Adj. EBITDA. (3) Includes utilization of net operating losses starting in 2027 per Management. (4) Multiplesbased on terminal year Adj. EBITDA.Implied Share Price(3) Implied Exit Multiple(4)1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –Today’s Discussion1 Valuation Perspectives2 Potential Process & Counterparties3 Appendix

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– Preliminary Working Draft – – Highly Confidential –18Centerview’s Work Plan Outline Information gathering Share initial request list Initial management meeting Meet with mgmt. to discussforecast, risks /opportunities, alternativescenarios, etc.Receive LRP / financialmodel Special Committeeapproves forecast for use infinancial analysis Financial analysis Present initial views onalternatives to the SpecialCommittee Determine next steps Understanding keyconstituent positions iscritical for crafting strategy Special Committee to engagewith appropriate partiesbased on guidance of counsel Determine if now is theright time to pursuepotential alternatives Design execution processbased on the above Special Committee hastools available to extractvalue and/or terms, or mayhalt process No specific path is presupposed– full discretionto change coursethroughout notpresupposing anyoutcomePhase I: Analysis andEvaluation of AlternativesPhase II: Preparefor ExecutionPhase III: Delivering aSuperior Outcome2 Potential Process & Counterparties

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– Preliminary Working Draft – – Highly Confidential –19'24E EBITDA '24E NetCategory Company EV ($bn) (2) Multiple Leverage Commentary$6 5.7x 3.4x$1 10.0x n.a.$281 6.3x 2.8x$302 9.5x 2.3x$317 6.5x 3.0xOthers ToConsiderCable / FiberTelcoPotential Interested Parties – Strategic Companies(1)Source: Company filings, Wall Street research and FactSet as of 8/6/2024.Note: Adj. EBITDA unburdened by stock-based compensation expense and amortization of capitalized software development investment.(1) No parties have been contacted.(2) Excludes operating leases.(3) Negative net debt as of 6/30/24. Actively pursuing fixed-line to supportmobile position Wholesale model focused Recently invested in 50% acquisition of Lumosand Metronet Nearly fully overbuilt copper networkwith fiber May expand network to compete with bundle Previous acquiror of WOW assets Continued expansion in both HFC andFTTH network Nearly 50% complete on fiber expansion Recently sold towers to Vertical Bridgefor $310mm(3) Pursuing 30mm homes passed target in-regionand 1.5mm homes out-of-region throughGigapower JV Significant overlap with Mangrove assets2 Potential Process & Counterparties

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– Preliminary Working Draft – – Highly Confidential –20LatestName Fund Size Points of Contact Current B2C Portfolio~$20bn Aaron Sobel (Partner)~$10bn Kevin Genieser (Managing Partner), Guillaume Friedel (Partner)~$7bn Scott Graves (Partner, Co-Head PE)~$20bn Greg Blank (Sr. MD), Jas Khaira (Sr. MD)~$12bn Scott Peak (Co-Pres. & Head of North America), Roberto Marcogliese (Managing Partner)~$24bn Jan Vesely (Partner), Nirav Shah (Partner)~$4bn Mark Prybutok (MD & Co-Head Data Infrastructure)~$4bn David Grain (Founder & CEO), Chad Crank (MD)~$12bn Stephen Jeschke (MD), Cameron Rouzer (Principal)~$4bn Rory Hunter (Partner)~$15bn Andrew Crouch (MD)~$9bn Anton Moldan (Sr. MD), Lincoln Heilner (Sr. VP)~$6bn John Ghiradelli (ED)~$4bn Scott Baker (Managing Partner), Adam Hahn (Partner)~$25bn Peter Gray (MD)~$2bn Omar Jaffrey (Founder & Managing Partner)~$2bn Qazi Fazal (Partner), Clinton Karcher (Partner)~$4bn Dwight Kost (MD), Min Kim (VP)~$0.4bn Brian McMullen (Co-Founder & Managing Partner)~$1bn Sanjiv Ahuja (Founder & CEO), Sachit Ahuja (President)~$16bn John Flynn (Partner), Kris Wong (Principal)~$5bn Marc Keller (MD), Bader AlFares (Director)Potential Interested Parties – Financial Sponsors(1)Source: Company filings, press releases and Pitchbook.Note: Sorted by flagship fund size from largest to smallest.(1) No parties have been contacted.(2) Total AUM.(3) Aggregate of flagship and healthcare funds.(2)(3)2 Potential Process & Counterparties

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– Preliminary Working Draft – – Highly Confidential –21Illustrative Process Timeline Centerview will work with Mangrove to prepare first round marketing materials(management presentation, financial model, virtual data room) Discuss potential buyers (both strategics and financial sponsors) to contact– Consider which, if any, that would be engaged before responding to Crestview & DBRG Continue curating data and documents to be required by potential buyers in round 2 ofprocess (e.g. functional modules, virtual data room, definitive agreements etc.) Determine appropriate launch date in the context of completion of key preparatory itemsand dynamics with Crestview & DBRGPreparationFinal Round Initiate formal outreach to buyers, sign NDAs and distribute mgt. pres. and forecasts Rehearse Fireside Chats (dry run(s) including mock Q&A) Conduct Fireside Chats (1-hour meetings with management) with selected group ofbuyers Review and respond to questions that arise from initial meetings and material review Upon receipt of IOIs, select focused group of parties to advance to final round of the process Provide data room access Hold comprehensive management presentations and conduct deep-dive functional diligence Facilitate final round due diligence Negotiate transaction agreements with buyers Sign and announce transaction1st RoundTimingAs quickly aspracticableT=0T + 4 to 6weeksIncremental+ 4 to 6weeks2 Potential Process & Counterparties

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– Preliminary Working Draft – – Highly Confidential –Today’s Discussion1 Valuation Perspectives2 Potential Process & Counterparties3 Appendix

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– Preliminary Working Draft – – Highly Confidential –23Peer Unlevered Beta WACC CalculationMarket Debt / Beta(1)Company Debt Cap. Equity Levered Unlevered Cost of EquityComcast $98,128 $152,664 64% 0.891 0.626 20Y U.S. Treasury Yield 4.3%Charter 96,692 57,878 167% 1.389 0.559 Unlevered Beta 0.569Frontier 11,249 7,026 160% 1.414 0.580 Target Debt / Equity 157%Lumen 13,562 5,224 260% 0.907 0.318 Levered Beta 1.238Cable One 3,540 2,311 153% 1.297 0.558 LT U.S. Historical Risk Premium(3) 7.2%Shenandoah 299 1,033 29% 0.988 0.815 Size Premium(4) 2.0%Peer Median 157% 1.143 0.569 Cost of Equity 15.1%Mangrove - Cons. (Unaff.) 935 326 286% 1.475 0.418Memo: Mangrove Two-Year Average Debt / Equity Ratio 164% 1.475 0.590 Cost of DebtPre-Tax Cost of Debt(6) 7.5%WACC Sensitivity Tax Rate 25.0%Debt / Unlevered Beta After-Tax Cost of Debt 5.6%Equity 0.55 0.58 0.60 0.63 0.65 Memo: Debt / Capital 61%150% 9.2% 9.4% 9.5% 9.7% 9.8% WACC(7) 9.3%175% 9.3% 9.4% 9.6% 9.7% 9.9%200% 9.4% 9.5% 9.7% 9.8% 10.0%Preliminary Mangrove WACC Analysis(5)(2)Source: Mangrove management, public filings, Bloomberg and FactSet as of 8/6/2024.Note: U.S. dollars in millions. Mangrove balance sheet and share count figures as of Q1'24 filing on 3/31/24; Mangrove beta as of unaffected date 5/2/24. (1) Representstwo-year adjusted weekly average beta. Unlevered betas assume 25.0% tax rate for each company. (2) Based on market value of debt as of 7/31/2024. (3) Duff &Phelps, 2023. (4) Size premium reflects companies with market capitalization between $0.2bn and $0.6bn. (5) Reflects two-year average Debt / Equity. (6) ReflectsBofA B corporate index effective yield. (7) WACC equals ((debt / capitalization * (cost of debt * (1 – tax rate))) + (equity / capitalization * levered cost of equity)).(5)3 Appendix

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– Preliminary Working Draft – – Highly Confidential –24Fiscal Year Ending December 31,2024 2025 2026 2027 2028 2029Mangrove NOL Usage – – – $103 $95 –(x) Mangrove Tax Rate (1) 21% 21% 21% 21% 21% 21%Mangrove Cash Tax Benefit – – – $22 $20 –Beginning NOL Balance $198 $198 $198 $198 $95 –(-) Mangrove NOL Usage(2) – – – (103) (95) –Ending NOL Balance $198 $198 $198 $95 – –Mangrove NOL AnalysisSource: Mangrove management.Note: U.S. dollars in millions, except per share amounts. Mangrove balance sheet and share count as of 6/30/24 per Management. Assumes mid-year discounting.(1) Assumes U.S. federal tax rate of 21%.(2) NOLs applied to offset federal tax expense.Cash Flow Benefit of NOLsNOL CashFlowBenefit toMangrovePresentValue ofNOL CashFlowBenefit toMangroveImplied Value /Discount Rate PV of NOL Share9.0% $30.8 $0.369.5% 30.3 0.3510.0% 29.8 0.353 Appendix​