EX-16.(C)(V) 5 tm2523589d2_ex16-cv.htm EXHIBIT 16.(C)(V)
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Exhibit 16(c)(v)​
– Preliminary Working Draft – – Highly Confidential – October 2024 Project Mangrove Confidential Discussion Materials Prepared for the Special Committee of the Board of Directors

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– Preliminary Working Draft – – Highly Confidential – 1 Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Mangrove in connection with its evaluation of a proposed sale of Mangrove and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Mangrove and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Mangrove. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Mangrove or any other entity, or concerning the solvency or fair value of Mangrove or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Mangrove as to the future financial performance of Mangrove, and at your direction Centerview has relied upon such forecasts, as provided by Mangrove’s management, with respect to Mangrove. Centerview assumes no
responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth 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, unless indicated 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 financial analysis, 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 analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from 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 or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended 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 proposed transaction, 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 will not 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 basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview.
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– Preliminary Working Draft – – Highly Confidential –Today’s Discussion1 Valuation Perspectives2 Appendix

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– Preliminary Working Draft – – Highly Confidential –3Overview of Crestview’s October 11th Revised Verbal Proposal $5.50 - $6.25 per share in cash for all outstanding shares ofMangrove common stock not currently owned by Crestview– Represents a 10% - 26% premium to the current price of $4.98and a 45% - 65% premium to the price prior to the initial publicproposal of $3.79 No additional Conditions or Key Terms have been providedas part of the revised verbal proposalHeadlineOffer 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 diligenceFor Reference:Other KeyTerms fromInitialProposalFor Reference:CertainConditionsof Proposalfrom InitialProposalProposal Overview Implied Offer Range MetricsSource: Crestview’s non-binding revised proposal received on 10/11/24, MangroveManagement Plan and FactSet as of 10/16/24.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 9/30/24.(2) Reflects balance sheet as of 9/30/24. Includes debt issuance closed in Oct-24.(3) Reflects NTM Adj. EBITDA as of 10/16/24.(4) Represents the price prior to the initial public proposal on 5/2/24.(5) Original proposal defines the pricing date as of 5/1/24 in 13D filing.1 Valuation PerspectivesShare Price $5.50 $6.25x DSO(1) 87.5 87.5Implied Equity Value $481 $547(+) Debt(2) 1,173 1,173(-) Cash(2) (206) (206)Implied Enterprise Value $1,448 $1,514Mangrove Management PlanEV / Adj. EBITDA2024E $260 5.6x 5.8xNTM(3) 283 5.1x 5.3xMangrove Consensus (4)EV / Adj. EBITDA2024E $273 5.3x 5.5xNTM(3) 273 5.3x 5.5xOffer Price % Prem. / (Disc.) to(4) :Initial Proposal Price $3.79 +45% +65%L52-Week High 11.32 (51%) (45%)L52-Week Low 2.87 +92% +118%30-Day VWAP 3.59 +53% +74%60-Day VWAP 3.52 +56% +78%90-Day VWAP 3.57 +54% +75%Memo: 13D Definition(5)Initial Proposal Price (5) $3.63 +52% +72%60-Day VWAP (5) 3.50 +57% +78%

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– Preliminary Working Draft – – Highly Confidential –4$0$5$10$15$20$25May-19 Nov-19 May-20 Nov-20 May-21 Nov-21 May-22 Nov-22 May-23 Nov-23 May-24Share Price Performance Over TimeMangrove 52-Week High(5/3/23): $11.32Source: FactSet as of 10/16/24.Note: Prices indexed to Mangrove as of 5/2/19. Broadband peer median includes CABO, CHTR, CMCSA, FYBR, LUMN and SHEN. Initial public proposal date as of 5/2/24.$7.99$3.79(53%)(28%)+100%Current(Memo):Mangrove onDate of InitialPublic ProposalIndexed Share Price Performance – Five Years Prior to Date of Initial Public Proposal$5.01(37%)Mangrove 52-Week Low(11/11/23): $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 PerspectivesOct-24

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– Preliminary Working Draft – – Highly Confidential –5Historicals 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 –6$647 $632 $634 $634$260 $272 $276 $277 $289 $269 $276 $276 $307 $283 $2848/2/24 Management Plan vs. Consensus: Selected P&L ItemsSource: Mangrove Management Plan provided on 8/2/24, Wall Street research and FactSet as of 10/16/24.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. = 3$643 $583 $589 $593 $603 $576 $604$45($34)$14$96$52–$24($19)$21$922024E 2025E 2026E# of Est. = 3# of Est. = 3# of Est. = 1Mgmt. Mgmt. Mgmt.Mgmt. Mgmt. Mgmt.Mgmt. Mgmt. Mgmt.n.m.1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –78/2/24 Management Plan vs. Consensus: MarginsAdj.EBITDAMarginUFCF as% ofRevenue40.2% 42.9% 43.5% 43.8%# of Est. = 345.0% 45.5% 46.8% 47.4% 50.8% 47.9% 49.2%3.7%(2.9%)3.3%14.5%6.9%(5.8%)2.4%16.4%8.6%–Source: Mangrove Management Plan provided on 8/2/24, Wall Street research and FactSet as of 10/16/24.Note: U.S. dollars in millions. Adj. EBITDA unburdened by stock-based compensation.2024E 2025E 2026E# of Est. = 3 # of Est. = 2# of Est. = 3 # of Est. = 3 # of Est. = 1Mgmt. Mgmt. Mgmt.Mgmt. Mgmt. Mgmt.n.m.1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –8Preliminary Overview of Valuation MethodologiesDescription Range of closing share prices for Mangrove stock over the 52 weeks ending 5/2/24 (initial public proposal 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% – 9.8% 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 9/30/24 per Mangrove management estimate. Share pricesrounded to nearest $0.05, except for 52-week trading range. NTM metrics reflect NTM as of 10/16/24.1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –9$2.87$3.00$3.50$5.50$4.20$11.32$7.50$8.10$10.00$9.45Preliminary Mangrove Valuation AnalysisMethodology Relevant Metrics Implied Share Price Range5.5x – 7.0x LTM Adj.EBITDA of $266mm4.5x – 5.9x NTM Adj.EBITDA of $277mmLow (11/11/23) /High (5/3/23)(Initial Public Proposal Date)WACC: 9.0% – 9.8%PGR: 2.5% – 3.5%Low / High(Latest Available Reports)Revised Proposal10/11/24:$5.50 - $6.25EV / 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 9/30/24 per Mangrove management estimate. Share pricesrounded to nearest $0.05, except for 52-week trading range. NTM metrics reflect NTM as of 10/16/24.1 Valuation PerspectivesInitial Proposal5/2/24: $4.80

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– Preliminary Working Draft – – Highly Confidential –10Prem. To ValuationBroker Price Target Unaff. SP Methodology+98% DCF: 11.2% WACC, 0% PGR+32% 5.0x 2025E EBITDA+6% 4.5x 2025E EBITDA(21%) 4.2x 2025E EBITDAMedian $4.50 +19%$7.50$5.00$4.00$3.00Research Analyst Price TargetsSource: Wall Street research, Bloomberg and FactSet as of 10/16/24.(3/14/24)(5/7/24)(8/26/24)(3/13/24)Buy Hold1 Valuation Perspectives

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– Preliminary Working Draft – – Highly Confidential –11EV /Market '24E-'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$249.5 $166.0 +0.8% 31.3% 51% 21.6% 6.5x n.a. n.a.153.5 53.6 (0.4%) 41.8% 55% 19.2% 6.8x 2,657 4,82117.2 7.1 +2.6% 39.9% 20% (10.2%) 7.4x 1,861 6,12721.3 6.5 (3.2%) 29.0% 12% 1.6% 5.8x 5,470 21,5044.2 2.0 +0.2% 54.2% 39% 33.8% 5.0x 1,511 4,2751.0 0.8 +20.7% 30.4% 33% (46.2%) 8.7x 1,930 6,217Mean $74.5 $39.3 +3.4% 37.8% 35.0% 3.3% 6.7x $2,686 $8,589Median $19.3 $6.8 +0.5% 35.6% 36.0% 10.4% 6.7x $1,930 $6,127Memo: Mangrove On Date of Initial Public ProposalConsensus(7) (2.3%) 43.8% 8.4% 4.5xMgmt. Plan(8) (3.5%) 45.0% 6.9% 4.4x$1.2 $0.3 25% $632 $2,49935%65%73%27%94%6%100%100%100%70%30%Selected Public Trading StatisticsCable Fiber Copper(5) (6)1 Valuation Perspectives(4) (4)(3) (3)Source: Mangrove Management Plan and FactSet as of 10/16/24.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 10/16/24 for Lumen.(1) As of latest filing. (2) Unlevered free cash flow defined as EBITDA less capex. (3) Includes only Fiber enterprise value. Fiber LTM EBITDA disclosed as 65% oftotal EBITDA, which is used to calculate Copper EBITDA. Copper business valued at 5.0x LTM Copper EBITDA. (4) Represents Fiber metrics. (5) Reflects 2025EYoY growth due to lack of 2026E estimates. (6) Excluding RLEC. (7) Consensus estimates as of 5/2/24. Assumes DSO and balance sheet figures as of 3/31/24. (8)Based on Mangrove Management Plan received by Centerview on 8/2/24.

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– Preliminary Working Draft – – Highly Confidential –120.0x2.0x4.0x6.0x8.0x10.0x12.0x14.0x16.0x18.0x20.0xMay-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 Date of Initial Public Proposal6.7x11.8x4.5x6.5xMangrove Mult.on Date of InitialPublic Proposal(5/2/24)14.9x9.7x5.1xSource: FactSet as of 10/16/24.Note: Broadband peer median includes CABO, CHTR, CMCSA, FYBR, LUMN and SHEN. Initial public proposal date as of 5/2/24.1 Valuation PerspectivesAvg. EV / NTM EBITDA (to Date of Initial Public Proposal) Mangrove Broadband Peers S&P 500L5Y L2Y L1Y YTDMangrove 6.6x 5.6x 4.7x 4.5xBroadband Median 9.0x 7.1x 7.0x 6.8xMult. Prem / (Disc.) (2.4x) (1.5x) (2.4x) (2.4x)% Prem. / (Disc.) (27%) (21%) (34%) (35%)June 2021:Sale of Select Properties from WOW!to Astound and Atlantic BroadbandNovember 2020:Sale of Astound to Stonepeak12.5x11.0xOct-24

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– Preliminary Working Draft – – Highly Confidential –13Selected 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 –14PGR PGR2.5% 3.0% 3.5% 2.5% 3.0% 3.5%9.0% $6.35 $7.80 $9.45 5.7x 6.2x 6.8x9.4% 5.25 6.50 7.95 5.4x 5.9x 6.4x9.8% 4.20 5.30 6.60 5.2x 5.6x 6.0xWACCFiscal 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. n.m. +46%% Conversion (2) (17%) (12%) (2%) 10% 19% 27% 35%Preliminary Discounted Cash Flow AnalysisSource: Mangrove Management Plan and FactSet as of 10/16/24.Note: U.S. dollars in millions, except per share amounts. Assumes valuation date of 9/30/24, including 9/30/24 balance sheet and DSO per Mangrove Management. Includes cashflows from Q4’24 onwards. Reflects mid-year convention discounting. Share price figures rounded to the nearest 5 cents. (1) Burdened by stock-based compensation. (2)UFCF conversion calculated as UFCF / Adj. EBITDA. (3) Includes utilization of net operating losses starting in 2027 per Management. (4) Multiples based on terminal yearAdj. 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 Appendix

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– Preliminary Working Draft – – Highly Confidential –16Peer Unlevered Beta WACC CalculationMarket Debt / Beta(1)Company Debt Cap. Equity Levered Unlevered Cost of EquityComcast $98,128 $166,006 59% 0.793 0.597 20Y U.S. Treasury Yield 4.4%Charter 96,692 53,569 180% 1.262 0.499 Unlevered Beta 0.548Frontier 11,249 7,117 158% 1.483 0.605 Target Debt / Equity 166%Lumen 16,307 6,520 250% 0.575 0.249 Levered Beta 1.231Cable One 3,540 2,034 174% 1.121 0.469 LT U.S. Historical Risk Premium(4) 7.2%Shenandoah 297 785 38% 0.798 0.674 Size Premium(5) 2.0%Peer Median 166% 0.959 0.548 Cost of Equity 15.3%Mangrove - Cons. (Unaff.) 935 326 286% 1.338 0.389Memo: Mangrove Two-Year Average Debt / Equity Ratio 140% 1.338 0.598 Cost of DebtPre-Tax Cost of Debt(7) 6.9%Tax Rate 25.0%After-Tax Cost of Debt 5.2%Memo: Debt / Capital 62%WACC(8) 9.0%Preliminary Mangrove WACC Analysis(6)(3)Source: Mangrove management, public filings, Bloomberg and FactSet as of 10/16/24.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 date of initial public proposal on 5/2/24.(1) Represents two-year adjusted weekly average beta. Unlevered betas assume 25.0% tax rate for each company. (2) As of unaffected date of 9/3/24. (3) Based onmarket value of debt as of 10/16/24. (4) Duff & Phelps, 2023. (5) Size premium reflects companies with market capitalization between $0.2bn and $0.6bn. (6)Reflects two-year average Debt / Equity. (7) Reflects BofA B corporate index effective yield. (8) WACC equals ((debt / capitalization * (cost of debt * (1 – taxrate))) + (equity / capitalization * levered cost of equity)).(6)2 Appendix(2)WACC SensitivityDebt / Unlevered BetaEquity 0.53 0.55 0.58 0.60 0.63 0.65150% 8.9% 9.0% 9.2% 9.3% 9.5% 9.6%175% 8.9% 9.1% 9.2% 9.4% 9.5% 9.7%200% 9.0% 9.1% 9.3% 9.4% 9.6% 9.7%

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– Preliminary Working Draft – – Highly Confidential –17Fiscal 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 9/30/24 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% $31.5 $0.369.4% 31.1 0.369.8% 30.8 0.352 Appendix