Financing Fiber Networks April 13th, 2015

San Francisco 244 Jackson, Suite 400

San Francisco, CA 94111

Boulder 2033 11th Street, Suite 6

Boulder, CO 80302

Kansas City 435 Nichols Road, Suite 200

Kansas City, MO 64112

Boston 990 Washington, Suite 200

Dedham, MA 02026

New York 261 Madison Avenue, Suite 900

New York, NY 10016

Overview of Media Venture Partners (“MVP”)

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Media Venture Partners is a Telecom, Media & Technology Focused Investment Bank

MVP offers valuation, merger & acquisition and capital raising advisory services to the following sectors

Telecom service providers: wireless, fiber and wireline

Shared wireless infrastructure: towers, DAS and backhaul

Datacenters, cloud-based services and machine-to-machine

Wireless spectrum

Broadcast radio and television

Renewable energy

Founded in 1987, MVP has a 28-year history of maximizing value for clients

MVP has advised on over $16 billion of transactions

MVP’s sector specific focus offers our clients both transaction and industry related expertise

MVP understands both the micro and macro level valuation and deal drivers within our sectors

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MERGERS & ACQUISITIONS

Broadband / Fiber Shared Wireless Infrastructure

& Wireless

Datacenter & Managed Hosting

MVP Telecom Group: Services Offered

CAPITAL RAISES

VALUATION & APPRAISALS

STRATEGIC PARTNERSHIPS

Fiber Market Overview

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Strong Data Growth Continues to Drive Fiber Demand

Fiber demand is being driven from multiple sectors, including corporate (retail and enterprises), mobile backhaul, consumer and wholesale

Cisco’s 2015 VNI report anticipates mobile video traffic will increase 13-fold between 2014 and 2019, accounting for 72% of mobile data traffic

Wireless carrier fiber-to-the-tower (“FTTT”) deployments are expected to continue in 2015 and beyond; an estimated 75% of AT&T and Verizon’s cell sites are connected by fiber

Consumers interest in “on-demand” content fueling massive increases in data usage

In the corporate segment, the market for voice and data services is estimated to be $100B in revenue per year

Projected 20% CAGR through 2018 for all North American business IP traffic and 50% CAGR for mobile traffic

The opportunity for further penetration in the fiber market remains significant

Greater than 60% of buildings in the U.S. with 20 or more employees lack fiber access facilities

Shift of focus to the “last mile” as companies seek to connect to business clients directly

Pricing pressure is building as competitors continue to enter new markets and expand product offerings

Cable

Traditional CLECs

LECs

Pure-play fiber companies

Datacenter operators

Growth of North American Metro Traffic

Sources: Reuters, D.A. Davidson Equity Research, FierceTelecom, Zayo Group Holdings, Atlantic-ACM

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Capital Markets Continue to be Active in Funding Fiber Development

Fiber remains attractive to both private equity and public market investors

Viewed as an attractive entry-point into playing growing IP traffic and bandwidth

High-margin, contract-based revenue streams combined with cheap available debt capital

High capex projects create a barrier to entry

Private equity has already funded a number of fiber operators and are seeking additional opportunities

Zayo Group – Large consortium led by MC Partners, Charlesbank & Battery Ventures

Lightower – Berkshire & Abry; Lightower originally funded by MC Partners & Pamlico

Oxford Networks – Novacap, who also owns a fiber operator in Canada (Fibre Noir)

FirstLight – Riverside Partners portfolio company that has been aggregating independent operators in the Northeast

While there are in excess of 30 distinct funds that already have investments in the fiber sector, there is still a robust list of private equity groups who have not yet invested in the space but are trying to find the right deal

Favored sector of debt investors

Capital markets have been particularly robust for fiber operators, lending up to 6x EBITDA

Public markets continue to support the sector, with valuations at 85% of 52-week highs and an average of 9x 2015E EBITDA

Zayo went public on October 20th, 2014

Zayo currently trading at 12x LQA EBITDA and at 11.0x forward EBITDA[1]

[1] Zayo has a June 30th year end.

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Deep & Diverse Pool of Telecom-Focused Private Equity Investors With Fiber Interest

Fiber Company Private Equity Investor(s)

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Deep & Diverse Pool of Telecom-Focused Private Equity Investors With Fiber Interest

Fiber Company Private Equity Investor(s)

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Fiber M&A Activity is Being Driven by Synergies, Scale and Cheap Capital

Strategic buyers are looking to exploit synergies via geographic expansion and increasing in-market density

Recent transactions have often included “post-synergy” multiples several turns lower than unadjusted valuation metrics, indicating acquirers are able to realize significant operating synergies

Zayo has closed over $3.7 billion of aggregate purchases across 30 transactions (includes over 50,000 route miles) at an average EBITDA multiple of 9.4x (pre-synergy) and 6.8x (post-synergy)[1]

Zayo continues to make acquisitions post IPO (recently acquired the carrier and enterprise segment of IdeaTek Network, a Kansas based fiber operator with 1,800 route miles and metro footprint in Wichita)

Increasing scale allows for operators to improve their competitive positioning

Carriers and larger enterprises see benefits working with a single provider who can meet all needs

Geographic reach and breadth of services (including hosting/colocation and managed services)

Scale allows for operators to obtain cheaper capital

Network density provides for a key competitive advantage

Cheap debt capital is also fueling M&A activity – markets remain fairly hot

Fiber operators are often able to garner up to 6x leverage

RLECs are seeking to diversify into growth areas given access line trends by deploying capital in higher return opportunities

Declining residential and regulatory revenue streams

Need to deploy fiber to remain competitive

[1] Zayo SEC filings

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Lots of Deal Activity, But Each Deal Has Unique Attributes / Value Drivers

Two recent transactions demonstrate how valuations can vary for fiber operators: Level 3 acquiring tw telecom and Consolidated Communications acquiring Enventis Corp.

LVLT / TWTC: Level 3 estimates that <10% of tw telecom’s footprint (76 markets) overlapped existing network while Level 3’s extensive long-haul network compliments tw telecom’s metro assets

CNSL / ENVE: Consolidated acquired fiber assets primarily in MN as well as ND, SD, IA and WI

The transactions each had unique valuation considerations

tw telecom valued at nearly 13x EBITDA (pre-synergy)

Rich multiple attributable to substantial metro fiber-assets, existing enterprise business and estimated $2 billion of estimated synergies (NPV)

Conversely, Enventis received a more modest valuation at 7.3x EBITDA (pre-synergy)

Lower multiple attributable to Enventis’ low-margin Cisco equipment sale business (~30% of total revenues), limited geographic scope (primarily upper Midwest) as well as substantial legacy residential and business telecom service

LVLT/TWTC CNSL/ENVE

Transaction Value $7.3B $350M

EBITDA Multiple 12.8x (pre-synergy) / 9.5x (post-synergy) 7.3x (pre-synergy) / 5.6x (post-synergy)

Estimated Synergies $200M (plus $40M CapEx in Year 1) $14M (10% of OpEx)

Route Miles Acquired 77,000+ 4,200

Pro Forma Combined Financials

$7.9B Revenue / $2.4B Adj. EBITDA

$785M Revenue / $346M Adj. EBITDA

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Valuation: Public Comparable Companies

Public comparable companies are trading at ~13x LTM EBITDA and ~9x 2015E EBITDA

Higher multiples received for revenue growth, geographic diversity and substantial capacity within existing networks

($ in millions, except for share price)

% of '13-'15EStock Price 52-Week Market Revenue EBITDA TEV / Revenue TEV / EBITDA

Company Name 4/10/2015 High Cap Growth Growth 2013A LTM 2015E 2016E 2013A LTM 2015E 2016E

Cogent Communications $35.07 86.6% $1,645.0 8.6% 10.1% 5.4x 4.9x 4.6x 4.1x 15.6x 16.7x 12.9x 11.1xConsolidated Communications 21.01 72.9% 846.5 14.1% 8.6% 3.4x 3.2x 2.6x 2.6x 7.6x 8.2x 6.4x 6.2xLumos Networks 15.95 85.9% 354.0 (1.2%) (2.7%) 3.3x 3.4x 3.4x 3.2x 7.1x 7.1x 7.5x 6.8xLevel 3 Communications 53.63 95.9% 12,729.9 15.3% 30.0% 3.2x 3.0x 2.4x 2.3x 13.3x 10.5x 7.9x 7.1x

Zayo Group Holdings, Inc. [1] 27.46 85.3% 6,562.9 22.1% 38.2% 9.4x 7.7x 6.3x 5.9x 21.0x 21.5x 11.0x 10.0x

Average 85.3% 11.8% 16.8% 5.0x 4.5x 3.9x 3.6x 12.9x 12.8x 9.1x 8.2xMedian 14.1% 10.1% 3.4x 3.4x 3.4x 3.2x 13.3x 10.5x 7.9x 7.1xSource: Company Filings, Capital IQ

[1] 2014 for Zayo is from July 2013 - June 2014, while LTM represents January 2013 - December 2014.

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Key Attributes that Attract Investment for Fiber Companies

High quality network serving attractive markets with potential for growth

Focused business plan

Reputable customer base

Long-term contracts

Low churn

Simple legal structure, capital structure and governance

Manageable shareholder base

Growing financial results with positive EBITDA

Experienced management team