Interoute Acquisition Summary February 26, 2018
Disclaimer Forward-Looking Statements: This presentation contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements in this presentation do not constitute guarantees of future performance. Investors are cautioned that statements in this presentation, which are not strictly historical statements, including, without limitation, statements by our Executives, and statements concerning our expected future performance, plans, objectives and strategies, constitute forwardlooking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by the forward-looking statements, including, without limitation, risks associated with our ability to develop and market new products and services that meet customer demands and generate acceptable margins; our reliance on several large customers; our ability to negotiate and enter into acceptable contract terms with our suppliers; our ability to attract and retain qualified management and other personnel; competition in the industry in which we do business; failure of the third-party communications networks on which we depend; legislation or regulatory environments, requirements or changes adversely affecting the businesses in which we are engaged; our ability to maintain our databases, management systems and other intellectual property; our ability to maintain adequate liquidity and produce sufficient cash flow to fund our capital expenditures and debt service; our ability to obtain capital to grow our business; technological developments and changes in the industry; our ability to complete acquisitions or divestures and to integrate any business or operation acquired; general economic condition and other risks detailed in our filings with the Securities and Exchange Commission. We undertake no obligation to update any forward-looking information contained in this presentation. Additionally, this presentation may contain various non-gaap financial measures as defined by the SEC s Regulation G. Please refer to www.gtt.net or www.interoute.com for the definitions and related reconciliations of these non-gaap measures. 2
Transaction Overview On February 26, 2018, GTT announced a definitive purchase agreement to acquire Interoute, a provider of cloud networking services to large enterprise and carrier clients and operator of one of Europe's largest independent fiber networks The purchase price is approximately 1.9 billion ($2.3 billion) in cash Price reflects a purchase multiple of ~11x LQA Adjusted EBITDA as of 9/30/17 (1) $100M in run-rate cost synergies expected to be achieved within four quarters post close, resulting in a post-synergy purchase multiple of 7-8x GTT received committed debt financing for the transaction from a group of financial institutions and $250 million of committed equity financing from The Spruce House Partnership, an existing GTT shareholder, and Acacia Partners The transaction is expected to close in approximately three to six months, subject to customary regulatory approvals (1) Based on Interoute reported Q317 Adjusted EBITDA of 42mm. NOTE: Interoute reported financials are prepared on an IFRS basis 3
Strategic Rationale Extended Global Network Reach Interoute adds breadth, depth and scale to GTT s top 5 global Tier 1 IP network with an extensive European fiber footprint, 72,000 fiber route km spanning 29 countries and 24 metro markets Adds 400+ PoPs and 1,000+ lit client sites, interconnecting 126 cities and 13 subsea landing points Expands GTT s cloud connectivity platform with 15 data centers, 17 virtual data centers, and 51 colocation centers International gateway for intercontinental cables landing from East Africa, Israel, Malta and Tunisia Leading Enterprise Services Platform Strengthens GTT s leadership position in software-defined wide area networking (SD-WAN) with expanded capabilities Contributes infrastructure, edge and hosted services to GTT s suite of cloud networking services Attractive and Diversified Customer Base Expands and complements GTT s multinational client base, adding over 1,000 strategic enterprise and carrier clients, primarily headquartered in Europe Depth in key verticals such as government, utilities, retail, financial services and service providers, with strong up-sell and cross-sell potential Enhanced Scale Increased global network presence affords GTT greater economies of scale Adds a significant recurring revenue business with strong cash flow characteristics and high synergy potential Interoute is a strong strategic fit, enabling GTT to add significant scale while maintaining its capital efficient business model 4
Interoute Overview Extensive pan- European Network Owns and operates one of the largest independent pan-european fiber networks 2.0+ billion historic invested capital 72,000 fiber route km 29 countries, 126 major cities and 24 metros 15 data centers, 17 virtual data centers, and 51 colocation centers LTM 9/30/17 Revenue Split Network services 37% SMB 6% 718m Enterprise digital platform 57% Attractive value proposition to customers Significant reach and capacity Able to solve the challenges of a complex IT environment Secure platform enables full compliance with local, national and European legislation Unique softwaredefined platform Global service provider Integrated platform that delivers flexibility and agility to clients Recognized by industry analysts as a leading service provider 5
Network Services (36%) Enterprise Digital Platform ( EDP ) (57%) Interoute Product Portfolio FY 16 Revenue contribution ( m) Product examples Customer examples Enterprise Connectivity 290m 40% VPN and SD-WAN ( EDGE ) Internet Access Internet Transit Computing 75m 10% Hosting Virtual Data Centre (laas) Consulting Communications 6% 41m Video Conferencing Business VoIP SIP trunking Managed Security (1) 1% 9m Security Firewalls Transport 19% 142m Ethernet SDH Wavelength Infrastructure 10% 74m Dark Fiber Duct Co-location 6% 47m Colocation services for Enterprise and Carrier customers Note: Excludes Small/Medium Business and Small Channel revenues (~7% of revenue) (1) Not all Security revenues are reported within Managed Security 6
Interoute Network Overview 7
Interoute Financial Highlights Revenue Adjusted EBITDA ( in Millions) 727 718 147 165 410 417 424 535 63 80 93 105 2012 2013 2014 2015 2016 9/30/17 LTM 15.2% 19.3% 21.8% 19.7% 20.2% 23.0% 2012 2013 2014 2015 2016 9/30/17 LTM % of Revenue Capex (1) Adjusted EBITDA less Capex 74 92 72 81 85 84 62 81 17.9% 22.1% 17.0% 15.2% 11.7% 11.7% 2012 2013 2014 2015 2016 9/30/17 LTM % of Revenue NM NM 20 24 4.8% 4.5% 8.5% 11.3% 2012 2013 2014 2015 2016 9/30/17 LTM % of Revenue Note: Financial results are as reported in IFRS, not including constant currency adjustments and only including acquisitions after their respective close dates (1) Excludes capital expenditures related to acquisition integration 8
Leverage & Capex Summary At closing, after funding the acquisition with a combination of debt and equity, GTT expects the ratio of total net debt to Adjusted EBITDA to be approximately 5.0x 5.5x, using pro forma combined Adjusted EBITDA plus expected cost synergies After closing, over time GTT expects to reduce the ratio of total net debt to Adjusted EBITDA to its long-term target range of 3.0x 4.0x GTT will maintain its strategy of capex-light network deployment post-close Capex estimated to be ~7% of pro forma combined revenue per year Primarily success-based driven by specific client contracts and demand growth Maintain strong cash flow generation profile 9