Atlantic Broadband Acquisition of WOW! Ohio Assets
17
Transaction details
Price and
consideration
Transition
Services
Agreement
•
•
.
.
US$1.125 billion purchase price, including US$140 million of tax value
9.6x LTM 3/31/21 Adjusted EBITDA net of synergies & tax benefits (1)(2)
All cash consideration
US$82 million of costs over ~2 years to separate network from WOW!, interconnect with ABB
and upgrade network, including IPTV capabilities, to deliver superior growth plan
⚫12-18 month TSA to support business while ABB stands-up infrastructure to support business
during transition phase for integration of network, systems and products
.
•
Committed
financing
•
Transaction
structure
Billing, Customer Service, Engineering and Sales & Marketing support to be provided under TSA
• WOW! Ohio's key vendors' service levels agreements (SLAs) are in-line with those of ABB's
existing vendors
.
US$900 million Incremental Senior Secured Term Loan B to fund majority of purchase price
Remaining purchase price funded with cash on hand
Purchase of assets, creating a tax step-up by which intangible assets can be amortized for tax
purposes
Cash-free, debt-free basis
•
Q1 FY2022 expected closing
Anticipated
closing
•
Regulatory approval process for franchise agreements
Hart-Scott-Rodino, CFIUS approvals and customary closing conditions
(1) LTM 3/31/21 Adjusted EBITDA of US$103 million, including adjustments to reflect the expected cost structure of Atlantic Broadband and run-rate synergies.
(2) Multiple based on Transaction value using a tax-adjusted purchase price, which is net of the US$140 million tax benefits related to the step-up of intangibles in an asset purchase.
Refer to page 21 for a detailed explanation on the tax benefits.
(()) COGECO
ATLANTIC
broadband
COMMUNICATIONS
a Cogeco companyView entire presentation