Tower Market Update

August 5th, 2015

San Francisco

244 Jackson, 4th Floor

San Francisco, CA 94111

Denver

2033 11th Street, Suite 6

Boulder, CO 80302

Kansas City

435 Nichols Road, Suite 200

Kansas City, MO 64112

New York

261 Madison Ave, 9th Floor

New York, NY 10016

Boston

990 Washington, Suite 200

Dedham, MA 02026

Confidential and Proprietary

1

Small Cells – Just Like, Similar To, or Nothing Like “Towers”???

The skyrocketing consumption of data over the carrier’s

networks creates the need for more and more sites, i.e. the

Cisco curve

There has been a 700% increase in mobile traffic in the last

five years, and a 12-fold increase per device in data usage

The next wave of buildout will be 20% macro and 80%

small cells, all for capacity

Crown is incredibly bullish about small cells and believes it

is where ‘towers’ was in 1997-1998

Small cells will result in 25-33% year-to-year growth for

Crown this year

Crown expects initial tenant yields of 6%-8% to be above

20% on the second small cell tenant, illustrating the

operating leverage inherent within its model

Vertical Bridge estimates in 2012 there were 294k cell sites

and with 45% annual growth year-after-year that in 2019

there will be 4.3 million sites

Rumors about Sprint awarding a 70,000 small cell buildout

to a vendor

Just like towers weren’t originally shared by many carriers,

it is a matter of ‘when’ and not ‘if’ neutral host small cells

becomes commonplace

While data consumption has exploded the last five years,

prices have fallen in that same time span - not sustainable

For the neutral host model to gain more traction, the cost to

deploy small cells has to decrease – 1/10th the coverage of a

macro sites currently not 1/10th the cost

Electronics are customized at every site resulting in

deployments taking more time and more money

This results in a barrier to scale which results in a barrier to

costs falling

If the installations become only 20-30% more

standardized it would drive much better efficiencies

Every jurisdiction has their own challenges to overcome,

even changing the venting in equipment boxes (from slots to

circles) is changing a ‘spec’ that was previously approved

and the carrier may have to go through a months-long new

permitting process

The process to get small cells approved is nowhere close

to being streamlined

Carriers simply don’t like giving up control of their network

My small cell / my site, my competitive advantage

No reason to share unless they have to do so

Bullish View Bearish View

2

Trading Multiples for Public Tower Companies Continue to be Strong

Public Tower Companies Composite Value Compared to S&P 500

Confidential and Proprietary

Towers : AMT, CCI, SBAC

Source: CapIQ as of August 2015

80

100

120

140

160

180

200

Aug-12 Nov-12 Feb-13 May-13 Aug-13 Nov-13 Feb-14 May-14 Aug-14 Nov-14 Feb-15 May-15 Aug-15

S&P 500 Index

Towers

($ in millions, except share price)

% of Enterprise Value /

Stock Price 52-Week Equity Enterprise 2015E 2016E 2015E 2016E Owned

Company 8/4/2015 High Value Value Revenue Revenue EBITDA EBITDA Towers

PUBLIC TOWER COMPANIES

American Tower $96.12 90.4% $40,833 $56,846 11.9x 10.6x 18.5x 16.6x 87,042

Crown Castle $82.00 91.7% $27,369 $38,161 10.5x 10.1x 18.2x 17.5x 40,023

SBA Communications $121.24 95.7% $15,534 $23,720 14.4x 13.3x 21.6x 19.7x 24,821

TOWER AVERAGE 92.6% 12.3x 11.4x 19.4x 17.9x 50,629

Sources: Consensus estimates and company reports

3

Historical Tower Trading Multiples

EV / NTM EBITDA Tower Trading Multiples

Source: Consensus Estimates, Company Reports, CapIQ and Media Venture Partners.

8x

10x

12x

14x

16x

18x

20x

22x

24x

26x

EV

/ N

TM

EB

ITD

A M

ult

iple

AMT

CCI

SBAC

GSL

Average

4

Recent Wireless Infrastructure Transactions

[1] Recapitalization of a portfolio of small cells and DAS assets

PURCHASE TCF PRICE PER

DATE BUYER SELLER REGION TOWERS PRICE MULTIPLE TOWER

Aug-15 Phoenix Tower International T-Mobile Nationwide ~600 NA NA NA

Jul-15 Digital Bridge Extenet[1]

Nationwide NA $1,000,000,000 NA NA

May-15 Vertical Bridge CiG Wireless Nationwide ~200 $143,000,000 NA $715,000

Apr-15 InSite Wireless CTI Towers Nationwide 294 NA NA NA

Apr-15 Vertical Bridge iHeart Radio Nationwide 411 $400,000,000 NA $973,236

Mar-15 American Tower Verizon Nationwide 11,448 $5,056,000,000 >21.5x $441,649

Mar-15 Vertical Bridge U.S. Cellular Midwest 595 $159,000,000 NA $267,227

Feb-15 InSite Wireless Colt & Garrett Missouri 1 NA NA NA

Feb-15 Grain Management NTELOS Virginia & West Virginia 90 $41,000,000 NA $455,556

Jan-15 Phoenix Tower International Galaxy Communications New York 5 NA NA NA

Nov-14 SBA Communications MBC Communications South Carolina 3 NA NA NA

Oct-14 American Tower Tarpon Towers Nationwide ~220 NA NA NA

Oct-14 SBA Communications Kalamazoo City Commission Michigan 2 $720,000 NA $360,000

Oct-14 Crown Castle Kalamazoo City Commission Michigan 14 $3,880,000 NA $277,143

Sep-14 Vertical Bridge PT Access Network FL, NC, SC 205 NA NA NA

Aug-14 Grain Management NRJ TV SF OpCo California 1 NA NA NA

Jul-14 Tarpon Towers Gross Communications Florida 1 NA NA NA

Jul-14 SBA Communications Selective Site Consultants Kansas & Missouri 8 NA NA NA

Jul-14 SBA Communications MW Towers, LLC Kansas & Missouri 3 NA NA NA

May-14 SBA Communications Selective Site Consultants Oklahoma 2 NA NA NA

Apr-14 American Tower Richland Towers Nationwide 60 $385,900,000 NA $6,431,667

Apr-14 SBA Communications Seaway Towers New York 2 NA NA NA

Mar-14 CiG Wireless T-Mobile Nationwide 7 $2,500,000 NA $357,143

Mar-14 CiG Wireless Southern Tower Antenna Rental, LLC Mississippi 6 $2,694,383 NA $449,064

Feb-14 AP Wireless City of Appomattox, VA Virginia 4 $1,000,000 NA $250,000

Feb-14 SBA Communications Network Partners Alabama and Mississippi 6 NA NA NA

Jan-14 CTI Towers NTCH Texas 4 NA NA NA

Jan-14 CiG Wireless T-Mobile Nationwide 3 $800,000 NA $266,667

Jan-14 Crown Castle CPS Energy Texas NA $41,000,000 NA NA

Jan-14 SBA Communications Network Management Northeast 4 NA NA NA

Jan-14 SBA Communications Commonwealth Public Broadcasting Virginia 2 NA NA NA

Jan-14 SBA Communications Grain Management Nationwide 137 NA NA NA

Dec-13 Crown Castle AT&T Nationwide 9,600 $4,830,000,000 22.5x $503,125

Oct-13 American Tower Global Tower Partners Nationwide 5,400 $4,800,000,000 18.5x $888,889

Oct-13 CTI Towers Undisclosed NC, SC, OH, PA, MS 5 NA NA NA

Sep-13 Crown Castle Greystar San Antonio, Texas 1 NA NA NA

Sep-13 TowerCo Southeast Wireless IA, MO, IL NA NA NA NA

Aug-13 SBA Communications Benton Holdings Kansas 4 NA NA NA

Jun-13 CiG Wireless Clear Talk Florida 6 $1,600,000 NA $266,667

Jun-13 Grain Management Capital Telecom FL, MD, NJ, TX 11 NA NA NA

5

Tower Deal Market in the U.S. is Experiencing Historically High Valuations

The potential buyer pool is extremely deep, with numerous well-financed companies pursuing tower deals

Both public and private equity-backed tower companies are eager for new acquisition opportunities

Five to ten bids being submitted for tower portfolios

Allows seller to negotiate terms other than price

Running a competitive process is typically in a seller’s best interest

Transaction environment continues to be very active

Larger tower and shared infrastructure transactions continue to grab the headlines

ExteNet announced its sale and recapitalization to Digital Bridge and StonePeak Infrastructure Fund in July 2015 at a

reported valuation of $1 billion

CiG Wireless announced the sale of its company, including over 200 towers, to Vertical Bridge for $143 million in

March 2015; Less than four months before that, Vertical Bridge announced its purchase of 595 U.S. Cellular sites for

$159 million and 411 iHeart Radio sites for $400 million in December 2014

Verizon announced the sale of over 11,500 towers to American Tower for over $5 billion in January 2015

NTELOS announced its sale of 103 towers to Grain Management for $41 million in January 2015

Few opportunities for buyers to acquire scale as larger portfolios (>150 sites) could be at least 1-2 years from selling

Smaller deals regularly completed by both public and private companies due to a lack of larger portfolios on the market

Multi-tenant broadband towers can trade for over 20x tower cash flow and a single-tenant site for more than $500,000

High valuations are being supported by:

Low cost of debt

Tower companies have significant amounts of capital to deploy and acquisitions increase scale faster than development

Credit quality of tenants

Positive wireless industry trends and fundamentals

Confidential and Proprietary

6

Tenant Composition and Carrier Trends Significantly Impact Value

Tenant composition is a key value driver to buyers when pricing deals

Buyers prefer to acquire towers with revenue from the “Big Four” wireless carriers (AT&T, Sprint, T-Mobile and Verizon)

Limited acquisition opportunities have forced companies eager to deploy capital to look at buying towers with diversified

revenue streams and tenants other than the Big Four carriers

Depending on how a buyer is financed, they likely receive more leverage buying revenues of the Big Four vs. other tenants

The Big Four carriers continue to upgrade equipment, expand networks and deploy new spectrum and technologies

AT&T, T-Mobile and other 700 MHz spectrum owners are required to complete their initial buildout by December 2016

The AWS-3 and Incentive Auctions will result in carriers deploying in new bands over the next five years

Verizon noted that they did not buy as much AWS-3 spectrum as it made more economic sense to densify its network

Buyers continue to heavily scrutinize sites for carrier consolidation risks

Multiple regional carriers are currently exploring strategic options, including completely existing wireless

Bluegrass Cellular, Cross Telephone, Fuego Wireless and Thumb Cellular

Several other wireless operators are beginning to evaluate their long-term interest in remaining in the wireless industry

This has led buyers to ask, “Who is next and when?”, although any major transactions may be on pause for some time

Smaller, regional carriers are likely to continue to be consolidated

Potential new entrants, such as DISH, Pacific DataVision and FirstNet, could further support tower lease-up, however they

have yet to show that they are going to be viable wireless providers

While difficult to predict ‘who’ and ‘when’, carrier consolidation is likely to continue over the next several years

Confidential and Proprietary

7

With FCC Auction 96 and 97 Concluded, All Eyes Shift to the Incentive Auction

Actions & Timing

Estimated

Auction Date

Bandwidth

Allocation

Auction 96

(H-Block)

Auction 96 concluded after 167 rounds

DISH[1] won all licenses for $1.564 billion

Minimum aggregate reserve price established by DISH

Completed

Feb. 27, 2014

10 MHz

(1915–1920 /

1995–2000)

Auction 97

(AWS-3)

Auction 97 concluded in January 2015 after 341 rounds

FCC generated $44.9 billion for 1,611 licenses from 31 successful bidders

National carriers and major existing spectrum holders won the lion’s share

AT&T paid $18.2 billion for 251 licenses

DISH (and its bidding entities) paid $13.3 billion for 702 licenses

Verizon paid $10.4 billion for 181 licenses

T-Mobile paid $1.8 billion for 151 licenses

Completed

Jan. 29, 2015

65 MHz

(1695-1710 &

1755-1780 /

2155–2180)

600 MHz

(Broadcast

Incentive

Auction)

In February 2012, Congress approved a broadcast incentive auction

10-year timeline to successfully complete auction

FCC made public its initial rules for the incentive auction on May 15, 2014

Spectrum caps will likely result in bidding restrictions for certain carriers

Auction expected to utilize existing geographic areas as well as a newly

developed Partial Economic Areas (PEAs)

FCC released the Greenhill report on October 1, 2014, valuing the 100 MHz of

600 MHz licenses at $45 billion, or $1.50 per MHz Pop; after the conclusion of

AWS-3 the Greenhill increased its estimate to $2.00 per MHz Pop or $60 billion

2016 120 MHz

(TBD)

[1] DISH includes designated entity American H Block Wireless

Confidential and Proprietary

8

Auction 97 Results Significantly Exceeded Past FCC Spectrum Auctions

Auction 97 raised $44.9 billion for 1,611 licenses covering over 20 billion MHz pops

Resulted in a price per MHz Pop of $2.21 across all blocks and over $2.71 for paired spectrum

Spectrum was acquired by 31 entities in Auction 97 with the primary winners being AT&T, DISH(1) and Verizon

AT&T deployed the most capital, spending nearly $18.2 billion for 251 licenses representing 6.3 billion MHz Pops

Primary target was the J Block – of which AT&T acquired 65% of the licenses covering 57% of the U.S. population for

$10.2 billion

DISH(1) acquired 720 licenses for $13.7 billion ($10.3 billion Net PWB) representing 7.9 billion MHz Pops

Acquired 99% of the MHz Pops covered by the A1 and B1 Blocks for $2.4 billion ($1.8 billion Net PWB)

Significant acquisitions in the G Block covering 68% of the U.S. population for $5.9 billion ($4.4 billion Net PWB)

Verizon acquired 181 licenses for $10.4 billion representing 3.6 billion MHz Pops and had the highest average price per

MHz Pop at $2.92

Focused primarily on the J Block, acquiring 27% of the licenses covering 38% of the U.S. population for $7.5 billion

(PWB in millions)

$0.54

$1.29

$2.21

$0.54

$1.36

$2.71

$0

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

$35,000

$40,000

$45,000

$50,000

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

Auction 66 Auction 73 Auction 97

Total $ / MHz Pop Paired Spectrum $ / MHz Pop Total PWB

(1) DISH includes designated entities, Northstar Wireless and SNR Wireless

Confidential and Proprietary