ABB's Growth Strategy for MetroCast

Released by

Atlantic Broadband, a Cogeco company

15 of 27

Creator

Atlantic Broadband, a Cogeco company

Category

Communication

Published

July 5, 2017

Slides

Transcriptions

#1ACQUISITION OF THE METROCAST CABLE SYSTEMS *** July 10, 2017 .. ATLANTIC broadband a Cogeco company (C) COGECO COMMUNICATIONS#2NO INVESTMENT ADVICE AND NO RELIANCE NO INVESTMENT ADVICE This investor presentation is not intended to form the basis of any investment decision. It does not constitute an offer or invitation for the sale or purchase of any securities, businesses and/or assets or any recommendation or commitment by Cogeco Communications Inc. ("Cogeco" or the "Corporation") or any other person and neither this investor presentation nor its contents shall form the basis of any contract. This investor presentation has been prepared without reference to your particular investment objectives, financial situation, taxation position and particular needs. If you are in any doubt in relation to these matters, you should consult your financial or other advisers. NO RELIANCE This investor presentation does not purport to be comprehensive or to contain all the information that a recipient may need in order to evaluate the acquisition by Atlantic Broadband of all cable systems owned by Harron Communications, L.P. and related financing arrangements. No representation or warranty, express or implied, is given and, so far as is permitted by law, no responsibility or liability is accepted by any person with respect to the accuracy or completeness of the investor presentation or its contents. In particular, but without limitation, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any projections, targets, estimates or forecasts contained in this investor presentation. In giving this investor presentation, Cogeco does not undertake any obligation to provide any additional information or to update this investor presentation or any additional information or to correct any inaccuracies which may become apparent. ATLANTIC (C>>> COGECO broadband a Cogeco company 2 COMMUNICATIONS#3FORWARD-LOOKING STATEMENT This investor presentation contains statements that are or may be forward-looking statements within the meaning of securities laws. All statements other than statements of historical facts in this investor presentation may be forward looking statements. Future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as "may"; "will"; "should"; "expect"; "plan"; "anticipate"; "believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee", "ensure" or other similar expressions concerning matters that are not historical facts. Forward-looking information may relate to Cogeco Communications ("Cogeco"), Atlantic Broadband ("ABB") or the cable systems being acquired from Harron Communications, L.P. operating under the brand name MetroCast ("MetroCast"). This investor presentation may contain forward-looking statements with respect to, among other things, business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. Forward looking statements include statements relating to the following: (i) completion of the MetroCast acquisition and related debt and equity financings; (ii) Cogeco, ABB and MetroCast's expected operating results and financial performance; (iii) the estimated tax benefits of the acquisition of the MetroCast assets and of the tax losses carry-forwards; (iv) the expected closing date of the acquisition; (v) the expected pro forma Adjusted EBITDA of the MetroCast business being acquired by ABB for the year ending December 31, 2017 and the anticipated benefits of the acquisition and ABB's ability to successfully integrate MetroCast's business. These forward-looking statements are not guarantees of future financial performance. Such forward-looking statements involve known and unknown risks and uncertainties and are based on certain factors and assumptions including expected growth, results of operations, purchase price allocation, tax rates and tax losses carry-forwards, weighted average cost of capital, performance and business prospects and opportunities, which Cogeco believes are reasonable as of the current date. While management considers these assumptions to be reasonable based on information currently available to Cogeco, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including risks and uncertainties (described in the "Uncertainties and main risk factors" section of Cogeco's 2016 annual MD&A) that could cause actual results to differ materially from what Cogeco currently expects. These factors include risks such as competitive risks, business risks, regulatory risks, technology risks, financial risks, economic conditions, ownership risks, human-caused and natural threats to our network, infrastructure and systems and litigations risks, many of which are beyond Cogeco's control. Therefore, future events and results may vary significantly from what management currently foresees. In addition, Cogeco's and MetroCast's ability to close the transaction within the expected timeframe, if at all, is dependent upon the parties' ability to comply with the closing conditions, some of which are beyond the control of the parties. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While management may elect to, Cogeco is under no obligation and does not undertake to update or alter this information at any particular time, except as may be required by law. ATLANTIC (C) COGECO broadband a Cogeco company 3 COMMUNICATIONS#4NON-AUDITED FINANCIAL INFORMATION AND NON-IFRS MEASURES None of the financial information in this presentation has been audited. Financial information related to MetroCast is based on accounting principles generally accepted in the United States ("U.S. GAAP") which differs from International Accounting Standards ("IFRS") used to prepare Cogeco's consolidated financial statements. Cogeco did not provide any reconciliation from U.S. GAAP to IFRS for the expected financial results of MetroCast, but expects financial impact to be minimal based upon differences identified in previous U.S. acquisitions. Cogeco's estimation of the expected financial results of the business being acquired for the year ending December 31, 2017 is based on financial information that was prepared by the current management of Harron Communications (the parent of MetroCast). Cogeco has not provided a quantitative reconciliation of the non U.S. GAAP financial measures included in this presentation to the most comparable financial measures presented in accordance with IFRS due to the forward looking nature of the financial information being presented. THE FOLLOWING NON-IFRS / NON-U.S. GAAP MEASURES ARE USED IN THE PRESENTATION AND A RECONCILIATION TO THE MOST COMPARABLE IFRS FINANCIAL MEASURES IS DESCRIBED ON PAGE 59 OF THE COGECO'S 2016 ANNUAL REPORT Free cash flow Capital expenditures ("CAPEX") Capital intensity Adjusted EBITDA Operating margin cash flow from operating activities add amortization of deferred transaction costs and discounts on long-term debt changes in non-cash operating activities income taxes paid financial expense paid deduct current income taxes financial expense capital expenditures acquisitions of property, plant, equipment, intangibles and other assets, including assets acquired under capital leases capital expenditures as a % of revenue profit (loss) for the year add income taxes financial expense impairment of goodwill and intangible assets depreciation and amortization claims and litigations integration, restructuring and acquisition costs adjusted EBITDA as a % of revenue ATLANTIC (C>>> COGECO broadband a Cogeco company 4 COMMUNICATIONS#51 2 3 TRANSACTION OVERVIEW ACQUISITION BY ATLANTIC BROADBAND ("ABB") OF ALL CABLE SYSTEMS OWNED BY HARRON COMMUNICATIONS • Harron Communications is a family-owned cable operator operating under the brand name "MetroCast" with 232,761 PSUs (1) Incumbent provider of Internet, video and telephony services in New Hampshire, Maine, Pennsylvania, Maryland and Virginia, which are complementary to ABB's Eastern U.S. operations US$1.40 BILLION PURCHASE PRICE, US$1.09 BILLION NET OF TAX BENEFITS • Cash-free, debt-free basis •⚫ Purchase of assets, creating tax benefits with a present value of US$310 million (2) • 9.0x CY2017E Adjusted EBITDA purchase price multiple on a tax-adjusted basis (3) FULLY COMMITTED FINANCING MAINTAINS COGECO COMMUNICATIONS' ("COGECO") STRONG FINANCIAL POSITION • US$1.7 billion Term Loan B and US$150 million Revolving Credit Facility at ABB(4) • US$315 million equity investment in ABB's holding company from Caisse de dépôt et placement du Québec ("CDPQ") for a 21% interest. CDPQ's equity investment reflects a tax-adjusted multiple of 8.8x CY2017E Adjusted EBITDA (5), which highlights the value of our combined U.S. Cable assets • Cogeco's consolidated pro forma net leverage at close is estimated at 3.6x which is intended to preserve its secured debt investment grade rating Assumes present value of tax assets due to step-up, based on illustrative discount rate of 8.0%. FNO TO (1) Includes video, Internet and telephony customers as of March 31, 2017. (2) (3) (4) (5) Based on tax-adjusted purchase price which is net of the US$310 million tax benefits related to the step-up of intangibles in an asset purchase. Refer to page 23 for a detailed explanation on the tax benefits. Includes the refinancing of ABB's existing debt and funding of transaction costs. Entry multiple is net of ABB's pro forma estimated tax assets value of $420 million. Refer to page 23 for a detailed explanation on the tax benefits. ATLANTIC (C>>> COGECO broadband a Cogeco company 5 COMMUNICATIONS#6ACQUISITION SUPPORTS U.S. CABLE GROWTH STRATEGY 1 CAPITALIZE ON INCREASED IMPORTANCE AND COMPETITIVE ADVANTAGE OF CABLE'S BROADBAND OFFERING IN THE U.S. MARKET 2 UTILIZE ABB'S BEST-IN-CLASS MANAGEMENT TEAM TO MANAGE A LARGER PLATFORM WITH DIVERSIFIED GEOGRAPHICAL FOOTPRINT 3 GROW IN SMALLER MARKETS WITH FRAGMENTED COMPETITIVE PROFILES 4 LEVERAGE ABB'S PROVEN BLUEPRINT TO INCREASE RESIDENTIAL AND BUSINESS SUBSCRIBER PENETRATION 5 IMPROVE OPERATIONAL PERFORMANCE AND CAPTURE SYNERGIES THROUGH INCREASED SCALE ATLANTIC (C>>> COGECO broadband a Cogeco company 6 COMMUNICATIONS#7. METROCAST IS A STRONG STRATEGIC FIT OVERVIEW Adjacent territories without overlap ● Protected Tier 2 markets . . No corporate headquarters to transfer/integrate • Quality network & plant . Solid and efficient operations Complementary Call Centers and Network Operations Centers in NH and PA Common systems, operations and technical strategy Small investments in capital, systems and processes to get to ABB operating standards MI 0000 ME CANADA VT NH Sanford, ME Rochester, NH NY MA Atlantic Broadband Headquarters Salamanca, NY ст Quincy, MA New London, CT Berwick, PA PA Bradford/Warren, PA Middletown, DE Altoona/Johnstown, PA Grasonville, MD Uniontown, PA MD Cumberland, MD OH Kingwood, WV WV VA IN TN KY AL GA SC Aiken, SC FL NC St. Mary's, MD King George, VA Tappahannock, VA Saluda, VA Legend* • Atlantic Broadband • MetroCast Miami, FL "Main cities where Atlantic Broadband and MetroCast operate. ATLANTIC (C>>> COGECO broadband 7 COMMUNICATIONS a Cogeco company#8ACQUISITION RATIONALE Strategic Operational Financial Further establishes ABB as a strategic platform in the U.S. with a diversified geographical footprint from Maine to Florida Adds scale in the American Broadband segment which continues to exhibit steady growth and is expected to keep generating strong operating margins • MetroCast is largely located in non-metropolitan markets with very attractive demographic profiles and fragmented competition Opportunity to leverage ABB's product & sales expertise to quickly increase the customer base and deliver superior growth • High quality, fully digital network, comprised of 860 MHz or fiber to the home in 95% of the network, and providing 150 Mbps Internet service company-wide • Minimal integration risk due to management's prior successful experience integrating MetroCast's Connecticut system and common service delivery and back office platforms between the two operations . Acquisition serves as a catalyst for a new partnership with CDPQ, a leading global investor • This partnership will contribute to the future growth of the business ATLANTIC (C>>> COGECO broadband a Cogeco company 8 COMMUNICATIONS#9METROCAST OVERVIEW • MetroCast is an incumbent provider of video, Internet and telephony services in the five states of New Hampshire, Maine, Pennsylvania, Maryland and Virginia • Offers broadband and entertainment services to residential and commercial customers ⚫ For the year ending December 31, 2017, MetroCast expects revenue of US$230 million and Adjusted EBITDA of US$121 million NETWORK • 95% of homes passed are upgraded (860 MHz or FTTH) with an average of 214 homes per node 100% of homes passed are served by a DOCSIS 3.0 platform and a 150 Mbps Internet service is offered company-wide Internet 119,855 CUSTOMER STATISTICS (AS OF MARCH 31, 2017) Telephony 36,581 Video 76,325 Maintains a network of over 2,528 route miles of fiber optic cable and 7,278 route miles of coaxial cable • MetroCast has created a fiber backbone network interconnecting primary headends/hubs ATLANTIC (C>>> COGECO broadband a Cogeco company 9 COMMUNICATIONS#10METROCAST BENEFITS FROM SUPERIOR DEMOGRAPHICS AND A FAVORABLE COMPETITIVE LANDSCAPE Demographics MetroCast's footprint covers markets with a higher than average income growth and household formation and lower rates of unemployment than the U.S. average MetroCast's footprint has a much greater propensity to adopt technology than ABB and U.S. overall Competition • MetroCast faces wireline triple-play competition in only 5% of its footprint and minimally capable DSL speeds in most geographies - Competitors offer Internet speeds above 25 Mbps in only 8% of MetroCast's footprint (FTTN and FTTH coverage) Competitors offer Internet speeds above 15 Mbps in only 41% of MetroCast's footprint (1) Experian 2016 and Claritas ConneXionsⓇ 2017. (2) Cogeco's estimate as a percentage of homes passed. (3) Over the next 5 year period ATTRACTIVE DEMOGRAPHICS (1) MetroCast ABB U.S. AVG. MEDIAN INCOME $59.3K $50.4K $55.2K AVERAGE UNEMPLOYMENT 4.8% 5.6% 5.8% RATE % HIGH TECH ADOPTERS 31.0% 12.0% 21.0% PROJECTED HOUSING GROWTH(3) 5.7% 3.9% 5.5% COMPETITIVE LANDSCAPE (2) FTTN FTTH 5% 3% DSL Only 92% ATLANTIC (C>>> COGECO broadband a Cogeco company 10 COMMUNICATIONS#11RESIDENTIAL SERVICES GROWTH OPPORTUNITY • MetroCast's older median age relative to U.S. average and ABB is favorable for both video and telephony increased penetration Opportunity to take share from satellite with enhanced bundle suite and advanced video platform from TiVo • Potential for increased Internet penetration and ARPU growth as MetroCast footprint over-indexes on propensity to adopt technology Opportunity to increase telephony penetration as home phone subscription rate is significantly higher within the MetroCast footprint compared to U.S. average METROCAST(1) DECEMBER 31, 2015 DECEMBER 31, 2016 MARCH 31, 2017 Homes passed(1) 234,440 236,147 236,454 Video service penetration (2) 35.7% 33.2% 32.3% Internet service penetration (2) 46.9% 49.9% 50.7% Telephony service penetration (2) 16.1% 15.8% 15.5% (1) Includes primarily residential customers. (2) As a percentage of homes passed. ATLANTIC (C) COGECO broadband 11 COMMUNICATIONS a Cogeco company#12BUSINESS SERVICES GROWTH OPPORTUNITY METROCAST HAS AN UNDERDEVELOPED BUSINESS SERVICES SEGMENT - PARTICULARLY IN HIGH VALUE ENTERPRISE MARKET • ABB will expand product offerings and increase sales focus in this important area MetroCast ABB Industry Peers Number of businesses in 25K 65K footprint Percent of total 11% 11% homes passed Business percent of 7% 11% 11-17% total revenue Overall business services revenue growth rate 9% 15% 9-15% Note: Business service growth based on FY17 projected results for both MetroCast and ABB. Range based on Q1-2017 last twelve months for Mediacom Corp, Charter, CableOne, ABB and Comcast. ATLANTIC (C>>> COGECO broadband 12 COMMUNICATIONS a Cogeco company#13ABB'S GROWTH STRATEGY FOR METROCAST • ABB bundle strategy will increase PSUs with new and existing customers NEW PRODUCT LAUNCHES • Launch ABB bundle suite to grow video and telephony penetration Improve Internet speeds and Wifi offering Optimize video service offering with the launch of TiVo Enhance commercial product platform MARKETING & SALES FOCUS • Increase customer acquisition marketing activity Utilize ABB inbound sales team to increase close rates Add local door-to- door sales teams in each market Increase cross- sell of telephony and video to existing customers EMPHASIZE COMMERCIAL SEGMENT Launch Metro- Ethernet and cloud telephony service for larger enterprises MULTI-PRODUCT DISTRIBUTION 44% 55% • Expand local sales teams • Pursue carrier 56% wholesale opportunities 45% MetroCast ABB Multi Product Single Product Streamlined integration process due to similar network and back office systems based on recent MetroCast Connecticut acquisition experience ATLANTIC (C>>> COGECO 13 broadband a Cogeco company COMMUNICATIONS#14CONNECTICUT CASE STUDY ABB ACQUIRED METROCAST'S CONNECTICUT SYSTEM IN AUGUST 2015 • Integrated and selling ABB products within 60 days Major product enhancements including TiVo launch and Internet speeds doubled within 120 days Retained all key operating staff • Hired 3 business sales executives within first Internet Telephony CUSTOMERS AS A % OF HOMES PASSED November 30, 2015 16% 10% 41% 33% 90 days Internet Telephony Atlantic Broadband (excluding CT) Connecticut system (CT) February 28, 2017 17% 14% 45% 41% Atlantic Broadband (excluding CT) Connecticut system (CT) ABB is uniquely positioned to identify value potential and seamlessly integrate MetroCast given its familiarity with MetroCast's business systems and processes ATLANTIC (C) COGECO broadband a Cogeco company 14 COMMUNICATIONS#15ACQUISITION ADDS MEANINGFUL SCALE TO ATLANTIC BROADBAND ATLANTIC BROADBAND(1) + METROCAST(2) 8 states: PRO FORMA Geographical presence Connecticut, Delaware, Florida, Maryland, New York, Pennsylvania, South Carolina, & West Virginia 5 states: Maine, Maryland, New Hampshire, Pennsylvania, & Virginia Homes passed 591,777 236,454 Primary service units 602,380 232,761 Telephony 98,991 Telephony 36,581 11 states: Connecticut, Delaware, Florida, Maine, Maryland, New Hampshire, New York, Pennsylvania, South Carolina, Virginia, & West Virginia 828,231 835,141 Telephony 135,572 Customer mix Internet 264,367 Video 239,022 Internet 119,855 Video 76,325 Internet 384,222 Video service 40.4% 32.3% 38.1% penetration Internet service 44.7% 50.7% 46.4% penetration Telephony service 16.7% 15.5% 16.4% penetration (1) As of February 28, 2017. (2) As of March 31, 2017. Video 315,347 ATLANTIC (C) COGECO 15 broadband a Cogeco company COMMUNICATIONS#16INDEPENDENT U.S. CABLE CAPITAL STRUCTURE (US$ IN MILLIONS) Unaudited Revenue ATLANTIC BROADBAND(1) + METROCAST(2) PRO FORMA $474 $230 $704 Adjusted EBITDA $202 $121 $323 Net indebtedness $613 Net indebtedness / Adjusted EBITDA 3.0x (1) For the twelve months ended February 28, 2017. Estimate as of December 31, 2017. Expected net indebtedness at closing. $1,736(3) 5.4x ATLANTIC (C>>> COGECO broadband a Cogeco company 16 COMMUNICATIONS#17INCREASING MIX OF HIGH GROWTH U.S. CABLE (CND$ IN MILLIONS) Unaudited CANADIAN BROADBAND AND BUSINESS ICT AMERICAN BROADBAND COGECO CONSOLIDATED(1) METROCAST(2) COGECO CONNEXION COGECO PEER I ATLANTIC BROADBAND Revenue $1,281 $295 $621 $2,194 $306 PRO FORMA COGECO | CONSOLIDATED $2,500 Adjusted EBITDA $669 $93 $264 $994 $161 $1,155 COGECO BUSINESS MIX - U.S. CABLE MIX(3) ADJUSTED EBITDA PRE-TRANSACTION ABB (U.S. Cable) 26% Business ICT 9% Canadian Broadband 65% ADJUSTED EBITDA POST-TRANSACTION ABB / MetroCast (U.S. Cable) 36% Business ICT 8% Note: (1) Cogeco LTM financials as of February 28, 2017 and MetroCast projected financials for LTM as of December 31, 2017. Includes consolidation adjustments. (2) Assumes that U.S. results are converted into CND$ at CND$/US$ rate of 1.33. (3) Excludes consolidation adjustments. Canadian Broadband 56% ATLANTIC (C) COGECO 17 broadband a Cogeco company COMMUNICATIONS#18HISTORY OF DELEVERAGING FOLLOWING ACQUISITIONS • Expected consolidated net debt / Adjusted EBITDA of 3.6x at closing with a plan to reduce net leverage to the low 3x within 18 months Cogeco is naturally hedged from a free cash flow perspective as US$ EBITDA exposure is mostly offset by interest expense on U.S. denominated debt and capex CONSOLIDATED NET DEBT (1) / ADJUSTED EBITDA Acquisition of three companies operating in the business market in Ontario (2) Acquisition of Quiettouch & MTO Acquisition of ABB & Peer 1 Hosting Acquisition of MetroCast Connecticut 2.5 1.9 1.8 1.7(3) 1.4 (3) (4) 3.5 3.3(5) 3.0 2.9 2.8 FY2008 BBB- FY2009 FY2010 BBB- BBB- FY2011 BBB FY2012 BBB FY2013 BBB FY2014 FY2015 BBB BBB FY2016 BBB Q2-FY2017 BBB-(6) S&P Senior Secured Rating Represents the addition of bank indebtedness, balance due on business combination, intercompany note payable, principal on long- term debt and obligations under derivative financial instruments net of cash and equivalents. Includes Toronto Hydro Telecom Inc., which now operates under the name of Cogeco Peer 1, the assets of MaXess network and FibreWired Burlington Hydro Communications. (1) (2) (3) (4) (5) Includes the acquisition of MetroCast Connecticut. (6) Restated for IFRS purposes. Includes twelve months EBITDA of ABB and Cogeco Peer 1. Following a change in notching methodology for BB+ corporate issuers in December 2016, S&P reduced the secured rating to BBB-. S&P's secured rating is now aligned with DBRS and Fitch's ratings. ATLANTIC (C>>> COGECO 18 COMMUNICATIONS broadband a Cogeco company#19TRANSACTION DETAILS Price and consideration • US$1.4 billion purchase price, including US$310 million (1) of tax value • All cash consideration • 9.0x CY2017E Adjusted EBITDA(2) Committed financing US$1.7 billion Senior Secured Term Loan B, of which approximately US$585 million is expected to be used to refinance existing debt US$150 million Senior Secured Revolving Credit Facility at ABB • US$315 million equity investment from CDPQ for 21% minority interest in ABB's holding company Transaction structure Purchase of assets, creating a tax step-up by which intangible assets can be amortized for tax purposes • Cash-free, debt-free basis Anticipated closing (1) (2) อล January 2018 expected closing • Regulatory approval process for franchise agreements • Hart-Scott-Rodino and CFIUS approvals and customary closing conditions Assumes present value of tax assets due to step-up, based on illustrative discount rate of 8.0%. Based on tax-adjusted purchase price which is net of the US$310 million tax benefits related to the step-up of intangibles in an asset purchase. Refer to page 23 for a detailed explanation on the tax benefits. ATLANTIC (C>>> COGECO broadband a Cogeco company 19 COMMUNICATIONS#20CDPQ'S EQUITY INVESTMENT HIGHLIGHTS VALUE OF COGECO'S U.S. CABLE ASSETS U.S. cable sector continues to exhibit strong growth and as a result, U.S. cable companies continue to trade at a premium to Canadian peers CDPQ's investment at 8.8x Calendar 2017E Adjusted EBITDA, on a tax-adjusted basis, highlights the value of ABB on a standalone basis CDPQ's equity valuation implies that Cogeco's pro forma 79% equity interest in Atlantic Broadband at closing will be valued at US$1,185 million CDPQ'S EQUITY VALUATION (US$ IN MILLIONS) Ownership for US$315M equity investment 21.0% U.S. CABLE COMPANY TRADING MULTIPLES (1) ENTERPRISE VALUE / 2017E ADJUSTED EBITDA(2) Implied pro forma ABB Equity Value $1,500 (+) PF net debt 1,736 Implied pro forma ABB Enterprise Value $3,236 12.2x 10.9x 10.3x 8.7x 8.8x (-) Value of tax asset(3) (420) Charter COMCAST CABLEONE™ altice CDPQ/ ABB Adjusted pro forma Implied Enterprise Value $2,816 Pro forma CY 2017E Adjusted EBITDA multiple (4) 8.8x (1) (2) (4) Represents tax-adjusted multiples with market data as of July 5, 2017. Excludes WOW! an overbuilder. Company filings and Factset. See page 23 for more details. Based on pro forma CY 2017E Adjusted EBITDA of US$320 million, net of 1% management fees that will be payable to Cogeco Communications. ATLANTIC (C>>> COGECO broadband a Cogeco company 20 COMMUNICATIONS#21TRANSACTION INVESTMENT HIGHLIGHTS 1 2 3 4 5 6 ATTRACTIVE MARKETS WITH FRAGMENTED COMPETITION • • MetroCast faces wireline triple-play competition in only 5% of its footprint and FTTH competition in 3% of its footprint Favorable demographics and stickiness toward video products OPPORTUNITY TO INCREASE PENETRATION IN THE MARKET • The combination with ABB will significantly enhance the product lineup • Greater marketing and sales focus and enhanced bundle strategy will yield increased demand for all PSUs SIGNIFICANT COMMERCIAL GROWTH OPPORTUNITY • MetroCast currently has a small commercial salesforce • Implement proven blueprint for successfully launching an advanced commercial offering in new markets HIGH QUALITY NETWORK ENABLING LEADING PRODUCT OFFERING • 95% of MetroCast's network is upgraded (860 MHz or FTTH); entire network offers 150 Mbps • Plan to launch Gigabit Internet service in key markets within first 12 months STRONG MANAGEMENT TEAM • ABB management team has 100+ years of combined experience in cable industry with a track record of superior results POST-ACQUISITION OPERATING PLAN ALREADY DEVELOPED • Benefits from recent experience integrating MetroCast's Connecticut system • ABB team ready to operate asset on Day 1 ATLANTIC (C>>> COGECO broadband a Cogeco company 21 COMMUNICATIONS#22APPENDICES ATLANTIC (COGECO broadband COMMUNICATIONS a Cogeco company#23VALUATION OF ABB'S TAX ASSETS • It is estimated that ABB will not pay cash taxes for nearly 5 years, primarily as a result of the amortization of acquired intangible assets and its tax losses carry-forwards (1) eso (US$ millions) Equity purchase price $1,400 (-) Amount allocated to PP&E (estimated) ($150) Intangibles step-up amount $1,250 Life of write-up (years) 15 Incremental annual intangible asset tax amortization $83 Present value of step-up tax asset ~$310 (1) (2) Present value of ABB's tax losses carry-forwards ~$60 (3) (1) Present value of ABB's existing intangible assets -$50 Total ~$420 Discounted using a rate of 8.0%. Tax losses carry-forwards are estimated at US$170 million as of December 31, 2017. ABB's intangible assets which benefit from a tax step-up are estimated at US$220 million as of December 31, 2017. ATLANTIC (C>>> COGECO broadband 23 COMMUNICATIONS a Cogeco company#240000 US$ DEBT REDUCES FREE CASH FLOW FX EXPOSURE Cogeco is naturally hedged from a free cash flow perspective as US$ EBITDA exposure is mostly offset by interest expense on U.S. denominated debt and capex ESTIMATED PRO FORMA IMPACT OF A 10% DEPRECIATION OF THE CND$ RELATIVE TO US$ AND GBP IN FY2016(1) Favorable/(Unfavorable) Impact (CND$ IN MILLIONS) Cogeco last twelve- MetroCast months Feb. 2017 2017E(2) Pro Forma Impact Revenue $77.3 $30.6 $107.9 Adjusted EBITDA $30.2 $16.1 $46.3 Financial expense ($7.8) ($6.8) ($14.5) Other items (3) $0.2 $0.2 Capex(4) ($19.4) ($6.0) ($25.4) Free Cash Flow impact $3.2 $3.4 $6.6 Free Cash Flow $384.4 $33.7 $418.1 As a % of FCF 0.8% 1.6% (1) FX impact related to revenue, adjusted EBITDA and CAPEX is disclosed on page 32 of Cogeco's 2016 annual report and on page 15 of Cogeco's Q2 FY2017 and FY2016 shareholders' report. The impact on financial expense can be derived from the long-term debt note disclosure on page 92 of the 2016 annual report. (2) Assumes that MetroCast is converted into CND$ at CND$/US$ rate of 1.33. (3) Other items include the impact of integration, restructuring and acquisition costs, current income taxes and the amortization of deferred costs and discounts on long-term debt related to ABB and Cogeco Peer 1. (4) Assumes that MetroCast's capital intensity is similar to ABB's FY2016 intensity of 19.5%. ATLANTIC (C) COGECO broadband 24 COMMUNICATIONS a Cogeco company#25• METROCAST BENEFITS FROM SUPERIOR DEMOGRAPHICS Significant potential for increased Internet penetration and migration towards higher speeds MetroCast footprint over-indexes on propensity to adopt technology - - Higher income profile, greater portion of white collar jobs and lower speed offering by competition in MetroCast's footprint Plan to launch faster speeds including Gigabit Internet service in key markets within first 12 months • Home telephony penetration significantly higher within MetroCast footprint at 61% compared to 38% U.S. average - Validates future bundled services growth potential for MetroCast within segment TECHNOLOGY ADOPTION PROPENSITY(1) DISTRIBUTION OF POPULATION SERVICE SUBSCRIPTION RATES(2) METROCAST FOOTPRINT VS. U.S. AVERAGE 80% 86% 38% 61% U.S. Avg 82% 21% 81% 12% 31% 26% 34% 30% 62% 39% 45% MetroCast ABB Technology Adoption Propensity High Mid Low/No U.S. Avg. Video Internet Telephony ATLANTIC (C) COGECO 25 COMMUNICATIONS (1) Claritas ConneXions® 2017. (2) Survey of customers in MetroCast footprint; n=271; S&P Global Mkt Intelligence, Pew Research Center. broadband a Cogeco company

Download to PowerPoint

Download presentation as an editable powerpoint.

Related