Cogeco Cable s Acquisition of Atlantic Broadband: Attractive Entry Point into the U.S. Market JULY 18, 2012

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1 Cogeco Cable s Acquisition of Atlantic Broadband: Attractive Entry Point into the U.S. Market JULY 18, 2012

2 Forward Looking Statements Certain statements in this presentation may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to our future outlook and anticipated events, our business, our operations, our financial performance, our financial condition or our results. Particularly, statements regarding our future operating results and economic performance, our objectives and strategies, the terms and conditions of the acquisition of Atlantic Broadband, timing for completion of the acquisition, management s expectations and estimates in relation to resulting accretion and leverage at Closing are forward-looking statements. These statements are based on certain factors and assumptions including expected growth, results of operations, performance and business prospects and opportunities, which are reasonable as of the current date. While we consider these assumptions to be reasonable based on the information currently available to us, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including uncertainties and main risk factors which are described in the MD&A section of the 2011 annual report, that could cause actual results to differ materially from what we currently expect. Therefore, future events and results may vary significantly from what we currently foresee. You should not place undue importance on forwardlooking information and should not rely upon this information as of any other date. While we may elect to, we are under no obligation (and expressly disclaim any such obligation) and do not undertake to update or alter this information before the Corporation s next fiscal quarter is released. Notes: 1) All customer statistics and financial information exclude the European operations which were disposed of on February 29, ) Only Cogeco Cable s 2011 financials have been restated for IFRS. Atlantic Broadband s financials are prepared on the basis of US GAAP. 3) US$ / CND$ exchange rate assumed at par. 2

3 Atlantic Broadband at a Glance 14 th largest cable provider in the U.S. which offers analog and digital video, high speed internet and telephony services for residential and commercial customers Technologically advanced network ~7,900 miles of network plant with an average density of 65 homes per mile 92% of the platform fully upgraded to all digital or operating at 750MHz capacity or higher DOCSIS 3.0 covers 85% of homes passed 98% of homes passed are internet and telephone ready and two-way connection capable Key Statistics as of June 30, 2012 Homes Passed 515,346 Basic 251,718 Digital 98,434 High Speed Internet 155,845 Telephony 72,494 Source: Atlantic Broadband. 3

4 Expands Cogeco s Geographic Footprint into the U.S. Cogeco Cable Headquarters Montreal, QC ABB Headquarters Quincy, MA Western Pennsylvania Homes Passed: 243,177 Basic Customers: 122,419 Maryland / Delaware Homes Passed: 60,530 Basic Customers: 21,126 Aiken (South Carolina) Homes Passed: 56,114 Basic Customers: 22,641 Miami Beach Homes Passed: 155,525 Basic Customers: 85,532 Source: Atlantic Broadband as of 06/30/12. 4

5 Acquisition Rationale Strategic Attractive entry point into the U.S. markets High quality network infrastructure Significant increase in PSU base for Cogeco with further growth potential 14 th largest cable provider in the U.S. with 480,057 PSUs (1) Operational Ability for Cogeco to leverage its core knowledge and operational experience Room for further U.S. growth and penetration in core markets at Atlantic Broadband Financial Expected EPS (2) and CFPS (2) accretion in the first year Continued free cash flow generation (1) As of June 30, PSU represents the sum of Television, High Speed Internet and Telephony service customers. (2) Before transaction costs. 5

6 Transaction Overview (US$ Millions, except ratios) Transaction Value Transaction Multiple $1,360 million Financed with existing balance sheet flexibility No new equity required 8.3x 2013E EBITDA Compares favorably to recent acquisition multiples Financing Existing Cash on Balance Sheet (1) Unused Credit Facility (1) Funds provided by Cogeco Cable Atlantic Broadband : Committed 1 st Lien Term Loan (2) Total: $ $1,360 Pro Forma Leverage Consolidated Debt / Pro Forma EBITDA at closing: 3.1x Cogeco Cable 2.7x Atlantic Broadband (ABB) (3) 4.3x Anticipated Closing (1) Approximate amounts. (2) Non-recourse to Cogeco Cable (3) Excludes unsecured subordinated debt due to Cogeco Cable Expected to close before the end of 2012 calendar year Hart-Scott-Rodino (anti-trust) clearance Regulatory approval process for franchises agreements Other Customary Conditions 6

7 Strong Revenue and EBITDA Growth (US$ Millions) REVENUE EBITDA $335 $ % 330 $ $ % % 320 $ $ % % 46.0% $ $ % 45.0% 44.0% 43.0% % 42.0% % A 2010A 2011A A 2010A 2011A 40.0% Source: Atlantic Broadband. EBITDA EBITDA Margin 7

8 Residential Product Overview Video Services High Speed Data Voice Services Diverse line-up of basic, digital video and premium video programming HDTV: Average of 77 HD channels available to over 96% of homes passed Digital Video Recorders and about 5,000 hours of Video on Demand Competitive offering, focused on increasing digital penetration Top speeds from Mbps in most markets. DOCSIS 3.0 Technology provides scalability for even higher speeds in the future Full service ISP with , web portal, firewall / virus and parental control protection as well as inhouse technical phone support Dramatically faster offerings than competitors, bundled at attractive rates Managed private internet Protocol network connects directly to PSTN and delivers superior call quality and cost effectiveness Two products: fully featured unlimited local and long distance with voic ; and entry level local-only product for price sensitive customers More value for less cost than legacy phone services Source: Atlantic Broadband 8

9 Investment Highlights Internet Superiority Driving Advanced Penetration Faster Internet speeds driven by DOCSIS 3.0 provide sustainable competitive advantage Sizable Opportunity for Expansion 2011 Penetration: Atlantic Broadband vs. Peers (1) Source: Atlantic Broadband. (1) Penetration as a % of homes passed. Peers include Comcast, Cablevision, Charter, Suddenlink and Time Warner Cable. 9

10 Investment Highlights (Continued) Commercial Growth Opportunity ~27% commercial services revenue CAGR from with less than 10% share of total market spend Sizable growth opportunity to expand into largely untapped small and mid-sized enterprise segment through increased market penetration and additional services Approximately 40,000 businesses within reach of existing network New DOCSIS 3.0 bundles further differentiate Atlantic Broadband from DSL competition Focus on increasing enterprise sales going forward Unique and Effective Bundling Strategy High penetration of bundled services with over 54% of customers subscribing to multiple service offerings Opportunity for increased digital penetration Residential Customer Relationships (1) Triple Play 21% Single Play 46% Technologically Advanced Network Strong Operational Performance Double Play 33% Increase in EBITDA margins from 41.4% in 2009 to 45.3% in 2011 with infrastructure allowing for growth in commercial segment Source: Atlantic Broadband. (1) As of March 31,

11 Enhancing Cogeco s Growth Profile Cogeco Cable as of 5/31/2012 Atlantic Broadband as of 6/30/2012 Cogeco Pro Forma Homes Passed 1,641, ,346 2,156,925 PSUs 1,962, ,057 2,442,231 Basic Customers (1) 868, ,718 1,120,591 HSI Customers 628, , ,697 Phone Customers 464,449 72, ,943 Basic Penetration (2) 52.9% 48.8% 52.0% HSI Penetration (2) 38.3% 30.2% 36.4% Phone Penetration (2) 28.3% 14.1% 24.9% Source: Cogeco and Atlantic Broadband. (1) Includes Basic Television and Video customers. (2) As a percentage of Homes Passed. 11

12 Unaudited Pro Forma Financial Highlights Pro Forma 2012E ($ Millions) Cogeco Cable 08/31/ 2012 Atlantic Broadband 12/31/ 2012 Pro Forma Revenue $1,280 $346 $1,626 EBITDA $585 $154 $739 Operating Margin 45.7% 44.5% 45.4% Total Indebtedness $1,610 (1) $660 (2) $2,270 Total Indebtedness / EBITDA 2.7x 4.3x 3.1x Source: Cogeco and Atlantic Broadband. (1) Excludes unsecured subordinated debt from Cogeco Cable. (2) Includes the drawdown of $550 million from the revolving facility 12

13 Financing Considerations Acquisition will be financed through: Cogeco Cable contribution of $700 million Approximately $150 million of cash on balance sheet and draw-down on existing unused revolver of $550 million Refinancing of Atlantic Broadband through a committed $660 million 1 st Lien Term Loan, non-recourse to Cogeco Cable Cogeco has a history of deleveraging following acquisitions Consolidated Net Debt (1) / EBITDA Acquisition of Cabovisão 5.0x 4.0x 3.0x 4.9x C$346mm equity issuance Acquisition of three companies operating in the business market in Ontario 2.6x 2.5x Acquisition of Quiettouch and MTO Acquisition of Atlantic Broadband 3.1x 2.9x 2.0x 1.9x 1.8x 1.7x 1.0x 0.0x 2006A 2007A 2008A 2009A 2010A 2011A 2012PF 2013E (1) Represents the addition of bank indebtedness and long-term debt net of cash and equivalents. (2) Restated for IFRS purposes. (2) 13

14 Unique Opportunity to Enter the U.S. Market Strategic Opportunity Attractive markets Industry leading growth with sizable opportunity for expansion Technologically Advanced Network Financial Compelling Expected EPS (1) and CFPS accretion in the first year Continued free cash flow generation Continued commitment to retain strong balance sheet Debt / EBITDA ratio of 3.1x at closing delevering to 2.9x in 2013 Strong operating performance with EBITDA margin increasing from 41% in 2009 to 45% in 2011 Source: Cogeco and Atlantic Broadband. (1) Before transaction costs. 14

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