EX-16.(C)(II) 2 tm2523589d2_ex16-cii.htm EXHIBIT 16.(C)(II)
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Exhibit 16(c)(ii)​
– Highly Confidential; For Discussion Purposes Only – Project MangroveDiscussion Materials for the Special Committee July 1, 2024– Privileged - Prepared at Request of Counsel –

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– Highly Confidential; For Discussion Purposes Only –– Privileged - Prepared at Request of Counsel –DisclaimerThis presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Mangrove andfor no other purpose. The information contained herein is based upon information supplied by or on behalf of Mangrove and publicly available information, andportions of the information contained herein may be based upon statements, estimates and forecasts provided by Mangrove. Centerview has relied upon theaccuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for anyindependent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Mangrove or any other entity, or concerning the solvency or fairvalue of Mangrove or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on basesreflecting the best currently available estimates and judgments of the management of Mangrove as to the future financial performance of Mangrove, and at yourdirection Centerview has relied upon such forecasts, as provided by Mangrove’s management, with respect to Mangrove. Centerview assumes no responsibility forand 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, marketand other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes noobligation 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), and are not for the benefit of, anddo 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 anytax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating any transaction, and thispresentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely inconjunction with the oral presentation provided by Centerview.
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– Highly Confidential; For Discussion Purposes Only –– Privileged - Prepared at Request of Counsel –Situation Update Centerview was engaged on May 30th by the Special Committee and has been progressing its duediligence on the business:– Had an introductory call with management and received access to the various company data rooms The company and the committee are progressing on workstreams, including:– Working with Altman Solon to refine and update the company’s LRP– Engaging PJT to review financing alternatives– Progressing Project Pine and other company initiatives The Special Committee is involved and actively participating in the additional workstreams withCenterview support

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3– Highly Confidential; For Discussion Purposes Only –– Privileged - Prepared at Request of Counsel –Centerview’s Work Plan Outline Information gatheringShare initial request listInitial 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 OutcomeWork has commenced and is ongoingNext steps

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– Highly Confidential; For Discussion Purposes Only –– Privileged - Prepared at Request of Counsel –Considerations Regarding Spectrum of Valuation Approaches Trading multiples based on selected comparable public companiesRelative Appropriate forecasts necessary to drive analysis In addition to financial forecasts, drivers include discount rate and perpetuity growth rateReferenceOnly Mangrove trading levels over the last 12 monthsDiscountedCash FlowAnalysisSelected PublicTradingComparablesAnalyst PriceTargets52-WeekTrading Range Range of analyst price targetsSelectedPrecedentTransactions Multiples based on M&A transactions in similar subsectorsTo aid the Special Committee, Centerview may choose to consider a range of valuation approaches(circumstance dependent)Intrinsic

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– Highly Confidential; For Discussion Purposes Only –– Privileged - Prepared at Request of Counsel –'24E EBITDA '24E NetCategory Company EV ($bn) (2) Multiple Leverage Commentary$6 5.3x 3.5x$1 7.3x n.a.$275 6.1x 2.9x$289 9.1x 2.5x$318 6.5x 3.1xOthers ToConsiderCable / FiberTelcoPotential Interested Parties – Strategic Companies(1)Source: Company filings, Wall Street research and FactSet as of June 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 3/31/24. Actively pursuing fixed-line to supportmobile position Wholesale model focused Recently invested in 50% acquisition of Lumos 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 assets

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– Highly Confidential; For Discussion Purposes Only –– Privileged - Prepared at Request of Counsel –LatestName 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.