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Boingo Wireless, Inc. – ‘PREM14A’ for 4/9/21

On:  Friday, 4/9/21, at 4:44pm ET   ·   For:  4/9/21   ·   Accession #:  1104659-21-48766   ·   File #:  1-35155

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/09/21  Boingo Wireless, Inc.             PREM14A     4/09/21    1:2.5M                                   Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Statement - Merger or             HTML   1.20M 
                Acquisition                                                      

UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION  

Washington, DC 20549

SCHEDULE 14A  

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the  

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

BOINGO WIRELESS, INC.

(Name of Registrant as Specified in Its Charter)

N/A 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

DATED APRIL 9, 2021

Boingo Wireless, Inc.  

10960 Wilshire Blvd, 23^rd Floor  

Los Angeles, CA 90024

[•], 2021

To the Stockholders of Boingo Wireless, Inc.:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Boingo Wireless, Inc., a Delaware corporation (“Boingo”, the “Company”, “we”, “us”, or “our”) to be held virtually on [•], 2021, at [•], Pacific time, at www.virtualshareholdermeeting.com/WIFI2021SM. Due to public health concerns surrounding COVID-19, governmental mandates regarding the ability to meet in person and to prioritize the health and well-being of our employees, stockholders and other community members, Boingo will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

On February 26, 2021 Boingo entered into the Merger Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated February 26, 2021, by and among the Company, White Sands Parent, Inc., a Delaware corporation (“Parent”), and White Sands Bidco, Inc., a Delaware corporation (“Merger Sub”). Parent and Merger Sub were formed by an affiliate of the private equity investment firm Digital Colony Partners II, LP (“Digital Colony Partners”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Boingo (the “Merger”), and Boingo will become a wholly owned subsidiary of Parent. At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement and to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

If the Merger is completed, you will be entitled to receive $14.00 in cash, net of applicable withholding taxes and without interest, for each share of common stock that you own (unless you have properly exercised your appraisal rights with respect to those shares), which represents a premium of: (1) approximately 14% to the twenty (20)-day volume-weighted average stock price of Boingo’s common stock for the period ended February 26, 2021; and (2) approximately 23% to the closing price of Boingo’s common stock on February 26, 2021. Boingo entered into the Merger Agreement on such date following the close of trading.

The Board of Directors of Boingo (the “Board of Directors” or the “Boingo Board”), after considering the factors more fully described in the enclosed proxy statement (this “Proxy Statement”) and after consultation with its independent legal and financial advisors, has unanimously (1) adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger and (2) determined that the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Boingo and its stockholders. The Boingo Board unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.  

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Boingo Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the entire Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Boingo common stock.

Whether or not you plan to attend the Special Meeting virtually through the online Special Meeting portal due to the ongoing COVID-19 pandemic, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting by video conference and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of our common stock “FOR” approval of the proposal to adopt the Merger Agreement will have the same effect as voting “AGAINST” the proposal to adopt the Merger Agreement.

If you have any questions or need assistance voting your shares, please contact our Proxy Solicitor:

Morrow Sodali LLC 

Stockholders May Call Toll-Free: (800) 662-5200 

Banks & Brokers May Call Collect: (203) 658-9400

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

The accompanying Proxy Statement is dated [•], 2021 and, together with the enclosed form of proxy card, is first being mailed on or about [•], 2021.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offense. 

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

DATED APRIL 9, 2021

Boingo Wireless, Inc.  

10960 Wilshire Blvd, 23^rd Floor  

Los Angeles, CA 90024

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [•], 2021

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Boingo Wireless, Inc., a Delaware corporation (“Boingo”, the “Company”, “we”, “us”, or “our”), will be held virtually on [•], 2021, at [•], at [•], Pacific time, at www.virtualshareholdermeeting.com/WIFI2021SM, for the following purposes:

1. To consider and vote on the proposal to adopt the Merger Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated February 26, 2021, by and among Boingo, White Sands Parent, Inc., a Delaware corporation (“Parent”), and White Sands Bidco, Inc., a Delaware corporation (“Merger Sub”). Parent and Merger Sub were formed by affiliates of the private equity investment firm Digital Colony Partners II, LP (“Digital Colony”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Boingo (the “Merger”), and Boingo will become a wholly owned subsidiary of Parent;

2. To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting;

3. To consider and vote on the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger; and

4. To transact any other business that may properly come before the Special Meeting or any adjournment, postponement or other delay of the Special Meeting.

Only stockholders of record as of the close of business on [•], 2021 are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors has unanimously determined that the Merger is fair to, and in the best interests of, the Company and its stockholders and has unanimously approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board of Directors made its determination after consideration of a number of factors more fully described in this proxy statement.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Whether or not you plan to attend the Special Meeting virtually through the online Special Meeting portal at www.virtualshareholdermeeting.com/WIFI2021SM, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting by video conference and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy card or fail to submit your proxy by telephone or the Internet, your shares of common stock of the Company will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. 

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of common stock “FOR” the proposal to adopt the Merger Agreement will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Stockholders who do not vote in favor of the proposal to adopt the Merger Agreement will have the right to seek appraisal of the fair value of their shares of Company common stock if they deliver a demand for appraisal before the vote is taken on the Merger Agreement and comply with the applicable requirements of Delaware law, which are summarized herein and reproduced in their entirety in Annex C to the accompanying proxy statement.

Dated: [•], 2021 

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON BY VIDEO CONFERENCE, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting virtually at the Special Meeting through the online portal at www.virtualshareholdermeeting.com/WIFI2021SM will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) virtually attend the Special Meeting through the online portal, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will have no effect on the other two proposals.

We encourage you to read the accompanying Proxy Statement and its annexes, including all documents incorporated by reference into the accompanying Proxy Statement, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

Morrow Sodali LLC 

Stockholders May Call Toll-Free: (800) 662-5200 

Banks & Brokers May Call Collect: (203) 658-9400 

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions under the caption “Where You Can Find More Information.”

The Special Meeting starts at [•] on [•]. Stockholders of record are encouraged to access the meeting website prior to the start time to allow time for check in. If a stockholder of record experiences any difficulties accessing the Special Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual stockholder meeting log-in page.

Stockholders of record do not need to register to virtually attend the Special Meeting webcast. Instructions on the proxy card will explain how to access the Special Meeting.

Even if you plan to virtually attend the Special Meeting, to ensure that your shares will be represented at the Special Meeting we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you virtually attend the Special Meeting and vote through the online portal, your vote will revoke any proxy previously submitted. 

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Upon termination of the Merger Agreement under specified circumstances, (i) Boingo will be required to pay Parent a termination fee of $19,635,000 (which is an increase from the termination fee of $13,090,000 which would have been paid to Parent in the event the Merger Agreement was terminated in order for Boingo to enter into an agreement for a Superior Proposal during the Go-Shop Period) and (ii) Parent will be required to pay to Boingo a reverse termination fee of $32,725,000 if the Merger Agreement is terminated under different specified circumstances (in each case as described in the section of this Proxy Statement captioned “The Merger Agreement — Termination Fees and Expense Reimbursement”).

If a quorum is present at the Special Meeting, the failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone; or (3) vote via the online portal at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone; or (3) vote through the online portal at the Special Meeting will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on the adjournment proposal and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger. Abstentions will have the same effect as a vote “AGAINST” the adjournment proposal and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this Proxy Statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Boingo common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone or through the online portal at the Special Meeting. Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to virtually attend the Special Meeting, you are strongly encouraged to vote your shares of Boingo common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still submit your vote via the online portal at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and submit your vote via the online portal, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee. Additionally, you should follow the instructions on the voting form provided by your bank, broker or nominee for virtually attending the Special Meeting and submitting your vote through the online portal.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You should follow the instructions on the voting form provided by your bank, broker or nominee for virtually attending the Special Meeting and submitting your vote through the online portal.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Please sign, date and return (or grant your proxy electronically over the Internet or by telephone) each proxy card and voting instruction card that you receive.

A Non-U.S. Holder (as defined under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Boingo common stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.

You should consult your own tax advisor to determine the U.S. federal income tax consequences of the Merger to you in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction. A more complete description of certain U.S. federal income tax consequences of the Merger is provided under the caption “The Merger — U.S. Federal Income Tax Consequences of the Merger.”

At the Effective Time, each restricted stock unit will be cancelled and converted into the right to receive an amount in cash (less all deductions and withholdings required by law) equal to the product of (1) the Per Share Merger Consideration; and (2) the total number of shares of common stock subject to such award of restricted stock units. With respect to restricted stock units with performance-based vesting conditions that are not satisfied as of the Effective Time, such conditions shall be deemed satisfied in accordance with (and to the extent provided by) the terms of Boingo’s 2011 Equity Incentive Plan and the applicable award agreements.

Morrow Sodali LLC 

Stockholders May Call Toll-Free: (800) 662-5200 

Banks & Brokers May Call Collect: (203) 658-9400 

FORWARD-LOOKING STATEMENTS

This Proxy Statement, the documents to which we refer you in this Proxy Statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain “forward-looking statements” that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as “predicts,” “plan,” “expects,” “focus,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “will,” “might,” “momentum,” “can,” “could,” “design,” “see,” “seek,” “forecast” and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this Proxy Statement, and the following factors:

Consequently, all of the forward-looking statements that we make in this Proxy Statement are qualified by the information contained or incorporated by reference herein, including (1) the information contained under this caption and (2) the information contained under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC. 

THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting virtually on [•], 2021, at [•], at [•], Pacific time, at www.virtualshareholdermeeting.com/WIFI2021SM.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to (i) adopt the Merger Agreement, (ii) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and (iii) approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices, located at 10960 Wilshire Blvd, 23rd Floor, Los Angeles, CA 90024, during regular business hours for a period of no less than ten (10) days before the Special Meeting. If our principal executive offices are closed for health and safety reasons related to the COVID-19 (coronavirus) pandemic during such period, the list of stockholders will be made available for inspection upon request via email to investors@boingo.com or by phone at (310) 586-5180, subject to our satisfactory verification of stockholder status, and will also be made available online during the Special Meeting via the Special Meeting website.

As of the Record Date, there were [•] shares of common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of Boingo common stock as of the Record Date is required to adopt the Merger Agreement. Adoption of the Merger Agreement by stockholders is a condition to the closing of the transactions contemplated by the Merger Agreement.

Approval of the proposal to adjourn the Special Meeting requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “AGAINST” any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and “AGAINST” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on (i) any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or (ii) the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

Shares Held by Boingo’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [•] shares of common stock, representing approximately [•]% of the shares of common stock outstanding on the Record Date.

Voting of Proxies

If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote by virtually attending the Special Meeting and submitting your vote through the online portal. Additionally, you may grant a proxy electronically over the Internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you virtually attend the Special Meeting and submit your vote through the online portal, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (1) “FOR” adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or following the instructions from your broker to virtually attend the Special Meeting and submitting your vote through the online portal. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not virtually attend the Special Meeting and submitting your vote through the online portal, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also follow the instructions from your broker and virtually attend the Special Meeting and submit your vote through the online portal.

Any adjournment, postponement, or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors’ Recommendation

The Board of Directors, after considering various factors described under the caption “The Merger — Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously (1) adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger and (2) determined that the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Boingo and its stockholders. The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Boingo. We have retained Morrow Sodali LLC, a proxy solicitation firm (the “Proxy Solicitor”), to solicit proxies in connection with the Special Meeting at a cost of approximately $13,500 plus expenses. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated in the second calendar quarter of 2021.

Appraisal Rights

If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262. This means that stockholders are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court, so long as they comply with the procedures established by Section 262. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as, or less than the value of the Per Share Merger Consideration.

To exercise your appraisal rights, you must (i) deliver a written demand for appraisal to Boingo before the vote is taken on the adoption of the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; and (iii) continue to hold your shares of common stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this Proxy Statement. If you hold your shares of common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, broker or nominee.

Other Matters

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of common stock will be voted in accordance with the discretion of the appointed proxy holders.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [•], 2021

The Proxy Statement is available at [•].

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents this year or in future years, follow the instructions described below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, follow these instructions.

If you are a stockholder of record, you may contact us by writing to Boingo Wireless, Inc., Attention: Investor Relations, 10960 Wilshire Blvd, 23rd Floor, Los Angeles, CA 90024 or calling our Investor Relations Department at (310) 586-5180. Eligible stockholders of record receiving multiple copies of this Proxy Statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help voting your shares of common stock, please contact our Proxy Solicitor:

Morrow Sodali LLC

Stockholders May Call Toll-Free: (800) 662-5200

Banks & Brokers May Call Collect: (203) 658-9400

PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

We are asking you to approve and adopt the Merger Agreement and the Merger contemplated by the Merger Agreement.

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this Proxy Statement, including the information set forth in the sections captioned “The Merger” beginning on page 31 of this Proxy Statement and “The Merger Agreement” beginning on page 83 of this Proxy Statement. A copy of the Merger Agreement is attached to this Proxy Statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

Under applicable law, we cannot complete the Merger without the affirmative vote of a majority of the outstanding shares of Boingo common stock voting in favor of the proposal to approve and adopt the Merger Agreement and the Merger. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the proposal to adopt the Merger Agreement.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING

We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If stockholders approve the adjournment proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including proxies from stockholders who have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things, approval of the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

PROPOSAL 3: ADVISORY, NON-BINDING VOTE ON MERGER-RELATED

EXECUTIVE COMPENSATION ARRANGEMENTS

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the payment of certain compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger, as disclosed in the section of this Proxy Statement captioned “The Merger — Interests of Boingo’s Directors and Executive Officers in the Merger.”

We are asking stockholders to indicate their approval of the various compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger. These payments are set forth in the section captioned “The Merger — Interests of Boingo’s Directors and Executive Officers in the Merger” and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of Boingo’s overall compensation program for our named executive officers and previously have been disclosed to stockholders as part of the Compensation Discussion and Analysis and related sections of our annual proxy statements. These historical arrangements were adopted and approved by the Compensation Committee of the Board of Directors, which is composed solely of non-management directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, we are seeking approval of the following resolution at the Special Meeting:

“RESOLVED, that the stockholders of Boingo Wireless, Inc. approve, on a non-binding, advisory basis, the compensation that will or may become payable by Boingo to its named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned “The Merger — Interests of Boingo’s Directors and Executive Officers in the Merger.”

Stockholders should note that this proposal is not a condition to completion of the Merger, and as an advisory vote, the result will not be binding on Boingo, the Board of Directors, Parent or the named executive officers. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated our named executive officers will be eligible to receive the compensation that is based on or otherwise relates to the Merger in accordance with the terms and conditions applicable to the underlying plans and agreements and the Merger Agreement.

The Board of Directors unanimously recommends that you vote “FOR” this proposal.

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this Proxy Statement as Annex A and incorporated into this Proxy Statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties Involved in the Merger

Boingo Wireless, Inc.

10960 Wilshire Blvd, 23rd Floor

Los Angeles, CA 90024

Phone: 310-586-5180

Boingo is a leading global provider of wireless connectivity solutions for smartphones, tablets, laptops, wearables and other wireless-enabled consumer devices. Boingo has a diverse monetization model that enables it to generate revenues from wholesale cellular and Wi-Fi offerings, which are targeted towards carriers, venues, and other wholesale partners, and military, retail, and advertising offerings, which are retail products targeted towards customers. Wholesale offerings include distributed antenna systems, towers, and small cells, which are cellular extension networks, private networks and emerging technologies, multifamily, carrier offload, Wi-Fi roaming, value-added services, private label Wi-Fi, and location-based services. Retail products include Wi-Fi services for military personnel living in the barracks of the U.S. Army, Air Force, and Marine Corps on bases around the world, and Wi-Fi subscriptions and day passes that provide access to commercial hotspots worldwide. Advertising revenue is driven by Wi-Fi sponsorships at airports, hotels, cafes and restaurants, and public spaces. Boingo’s customers include some of the world’s largest carriers, telecommunications service providers, global consumer brands, and property owners, as well as troops stationed at military bases and Internet savvy consumers on the go.

Boingo’s common stock is listed on Nasdaq under the symbol “WIFI”.

White Sands Parent, Inc. 

c/o Digital Colony Partners Acquisitions, LLC

750 Park of Commerce Drive, Suite 210

Boca Raton, FL 33487

Parent was formed on February 25, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

White Sands Bidco, Inc. 

c/o Digital Colony Partners Acquisitions, LLC

750 Park of Commerce Drive, Suite 210

Boca Raton, FL 33487

Merger Sub is a wholly owned subsidiary of Parent and was formed on February 25, 2021, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with Digital Colony Partners and Digital Colony. In connection with the transactions contemplated by the Merger Agreement, (1) Digital Colony Partners has, in the aggregate, provided to Parent equity commitments of up to $700 million; and (2) Merger Sub has obtained debt financing commitments from the Commitment Parties for an aggregate amount of $350 million, comprised of (a) a $200 million senior secured delayed draw term loan facility which will be available to fund a portion of the payments contemplated by the Merger Agreement, (b) a $100 million senior secured delayed draw term loan facility, which is not available to fund any portion of the payments contemplated by the Merger Agreement, and (c) a $50 million senior secured revolving credit facility, up to $10 million of which is available to fund a portion of the payments contemplated by the Merger Agreement (in each case, pursuant to the terms and conditions as described further under the caption “The Merger—Financing of the Merger”). After giving effect to the Merger, Boingo, as the Surviving Corporation, will be affiliated with Digital Colony.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into Boingo, and Boingo will continue as the Surviving Corporation and as a wholly owned subsidiary of Parent. As a result of the Merger, our common stock will no longer be publicly traded and will be delisted from Nasdaq. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

Effect on Boingo if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of common stock. Instead, Boingo will remain an independent public company, our common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act and we will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Boingo operates and risks related to adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of our common stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of our common stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of common stock. If the Merger is not completed, Boingo’s Board of Directors (the “Boingo Board”) will continue to evaluate and review Boingo’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board of Directors will be offered or that Boingo’s business, prospects or results of operation will not be adversely impacted.

Upon termination of the Merger Agreement under specified circumstances, Boingo will be required to pay Parent a termination fee of up to $19,635,000. Parent will be required to pay to Boingo a reverse termination fee of $32,725,000 if the Merger Agreement is terminated under different specified circumstances. In addition, in certain circumstances, Boingo will be required to reimburse Parent for up to $2,500,000 of its expenses associated with the transactions contemplated by the Merger Agreement. For more information, please see the section captioned “The Merger Agreement — Termination Fees and Expense Reimbursement.”

Merger Consideration

In the Merger, each outstanding share of common stock (other than shares owned by (1) Parent or Merger Sub and (2) stockholders who are entitled to and who properly exercise appraisal rights under the DGCL) will be converted into the right to receive the Per Share Merger Consideration.

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described below under the caption “Appraisal Rights”).

Background of the Merger

As part of its ongoing evaluation of Boingo’s business, the Boingo Board, together with senior management, regularly reviews and assesses Boingo’s strategic direction, financial performance and business plans with a view towards strengthening Boingo’s business and identifying opportunities to increase stockholder value. As part of this evaluation, the Boingo Board has from time to time considered a variety of strategic alternatives for Boingo, including transactions with strategic buyers and financial acquirers, cost-cutting initiatives, and acceleration of investment in Boingo’s core technologies. During the period beginning in 2014 and prior to Boingo entering into the Merger Agreement with Parent and Merger Sub, Boingo had from time to time been involved in preliminary discussions with various parties, including one potential transaction in 2016 that prompted Boingo to hire TAP Advisors as its financial advisor. Since 2014, Boingo and TAP Advisors contacted over 60 parties in connection with the evaluation of potential transactions. Additionally, in 2016, the Boingo Board formed the Steering Committee (as defined below) for purposes of providing oversight of management’s strategic plans for increasing stockholder value. During the strategic process that eventually resulted in the entry into the Merger Agreement, the other members of the Boingo Board were invited to nearly all of the Steering Committee meetings, as further described below. From 2016 until May 2017, Boingo and TAP Advisors had discussions with a multitude of potential bidders, including having preliminary discussions with more than 25 third parties, entering into non-disclosure agreements with more than 15 third parties, and receiving indications of interest from four third parties (of which two were non-binding written offers and two were non-binding oral offers). These parties included both strategic and financial counterparties. After 2017 TAP Advisors and members of Boingo’s management would have periodic meetings with potentially interested parties. However, in each case, the strategic or financial counterparty did not ultimately pursue a transaction with Boingo.

Beginning in late October 2019 until February 2021, in connection with the strategic process that eventually resulted in the entry into the Merger Agreement, Boingo and TAP Advisors had discussions with a multitude of potential bidders, including having preliminary discussions with 37 third parties, entering into non-disclosure agreements with more than 30 third parties, and receiving indications of interest from six third parties (of which four were non-binding written offers and two were oral offers). During this same time period the Steering Committee (as defined below) met 26 times to discuss the progress and status of discussions with third parties potentially interested in a strategic transaction to acquire Boingo (including one joint session with the Boingo Board), and the Boingo Board received regular updates from the Steering Committee (as well as members of Boingo’s management), and provided ongoing feedback on the process, as well as meeting eight times to discuss the process. A summary of events beginning in late 2019 that led to Boingo’s entry into the Merger Agreement is provided below.

Third Party Interest in A Strategic Transaction to Acquire the Company Develops Again

In the Fall of 2019, a number of third parties reached out to Boingo and TAP Advisors to see if Boingo would be interested in a potential sale of the company.

On October 15, 2019, representatives from a private investment firm (“Company A”) met with TAP Advisors at Company A’s offices in New York. In that meeting the representative expressed among other things, Company A’s interest in acquiring Boingo, subject to due diligence.

On October 21, 2019, a representative from Digital Colony, met with members of Boingo’s management at Boingo’s offices in Los Angeles. In that meeting the representative expressed among other things, Digital Colony’s interest in acquiring Boingo, subject to due diligence.

On October 21, 2019, representatives from a private investment firm (“Company B”) met with members of Boingo’s management at Boingo’s offices in Los Angeles. In that meeting the representatives expressed among other things, Company B’s interest in acquiring Boingo, subject to due diligence.

On October 24, 2019, representatives from Company A met with members of Boingo’s management at Boingo’s offices in Los Angeles. In that meeting the representative expressed among other things, Company A’s interest in acquiring Boingo, subject to due diligence.

On October 30, 2019, the Steering Committee of the Boingo Board consisting of directors Lance Rosenzweig, Roy Chesnutt and David Hagan (the “Steering Committee”) met in person at Boingo’s offices in Los Angeles with members of Boingo’s management as well as Boingo’s financial and legal advisors to discuss the recent interest received from third parties to acquire Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. After discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue discussions with potentially interested third parties to determine if any opportunities existed to increase stockholder value and to keep the Steering Committee apprised concerning such discussions. The Steering Committee also directed Boingo’s legal advisors to prepare an updated auction draft form of merger agreement for use by Boingo in the event that any interested third party was to submit an acquisition proposal that Boingo wished to engage further on.

On November 4, 2019, TAP Advisors met via telephonic conference with Company A to discuss due diligence matters.

On November 19, 2019, representatives from a private investment firm (“Company C”) met with TAP Advisors at TAP Advisors’ offices in New York. In that meeting the representatives of Company C expressed among other things, Company C’s interest in acquiring Boingo, subject to due diligence.

On December 6, 2019, members of Boingo’s management as well as Boingo’s financial and legal advisors met with the Boingo Board to provide an updated status regarding third party interest in a strategic transaction to acquire Boingo. At this meeting the Boingo Board (i) reviewed the Company’s 2020 operating plan and preliminary form of forecasted financials and generally discussed hypothetical offer ranges that might be achieved in a strategic transaction and (ii) instructed Boingo’s management to prepare a data room to facilitate diligence for potential parties interested in a strategic transaction to acquire Boingo.

On December 12, 2019, Company B entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On December 17, 2019, a private investment firm (“Company D”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On December 18, 2019, Company A entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On December 19, 2019, members of Boingo’s management and TAP Advisors met with representatives of Company A, Company B and Company D in separate telephonic conferences to discuss due diligence matters.

On December 20, 2019, Company C entered into a non-disclosure agreement with Boingo after previously expressing interest in exploring a potential acquisition.

On December 21, 2019, TAP Advisors met via telephonic conference with Company A to discuss due diligence matters.

From December 2019 through February 2020, various other parties entered into non-disclosure agreements with Boingo after expressing interest in exploring a potential acquisition. The discussions with these other parties did not progress beyond signing a non-disclosure agreement in some instances and not even that far in others.

On January 10, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company C and Company D in separate telephonic conferences to discuss due diligence matters.

On January 16, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company C to discuss due diligence matters.

On January 21, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company C to discuss due diligence matters.

On January 21, 2020, representatives of Company B visited Boingo’s offices in Los Angeles to discuss due diligence matters with members of Boingo’s management and TAP Advisors.

On January 23 and 24, 2020, representatives of Company A visited Boingo’s offices in Los Angeles to engage in due diligence discussions with its legal, accounting and financial advisors.

On January 27, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company D via telephonic conference to discuss due diligence matters.

On January 29, 2020, Company A submitted a non-binding indication of interest to acquire Boingo at the range of $18.00 to $19.00 per share. On January 30, 2020, Company B conveyed an oral indication of interest to acquire Boingo at a range of $15.00 or $16.00 per share.

On January 31, 2020, the Steering Committee met via telephonic conference with members of Boingo’s management as well as Boingo’s financial and legal advisors to discuss status of the strategic process concerning a potential third party acquisition of Boingo. The Steering Committee discussed potential advantages of engaging with Company A, including the fact that Company A had already done extensive research on Boingo and that Company A seemed to be genuinely interested and willing to engage with Boingo. However, the Steering Committee expressed a desire to increase Company A’s offer to $20.00 per share if possible. Further, Company A had requested exclusivity, but the Steering Committee was not comfortable providing exclusivity at this time. After discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue the negotiations with Company A but also to expand their efforts to reach out to potentially interested third parties to determine if any opportunities existed to increase stockholder value above Company A’s proposed offer. The Steering Committee also discussed business developments and Boingo’s Chief Executive Officer provided an update on the business. TAP Advisors also presented an overview of Boingo’s financial projections prepared by Boingo management, including key assumptions and metrics, in connection with potential outside bids to acquire Boingo.

In accordance with the Steering Committee’s instructions, TAP Advisors expanded its approach to additional third parties to determine their potential interest in a strategic transaction to acquire the Company.

On February 4, 2020, the Steering Committee met via telephonic conference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. The group also discussed additional potential bidders and potential next steps with Company A to drive toward executing a definitive agreement.

On February 10, 2020, a private investment firm (“Company E”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On February 10 and 11, 2020 members of Boingo’s management and TAP Advisors met with representatives of Company A along with their legal, accounting and financial advisors to conduct due diligence meetings at Company A’s offices in Los Angeles.

On February 11, 2020, Boingo received a markup of the auction draft form of merger agreement from Company A, which it began to review in consultation with its legal and financial advisors. Thereafter, Boingo’s legal advisors began negotiations with Company A’s legal advisors regarding the terms and conditions of the proposed merger agreement.

On February 11, 2020, the Steering Committee met via telephonic conference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business.

On February 11, 2020, a private investment firm (“Company F”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On February 13, 2020, TAP Advisors met via telephonic conference with Company F to discuss due diligence matters.

On February 13, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company A to discuss due diligence matters.

On February 14, 2020, TAP Advisors met with representatives of Company E and Company F in separate telephonic conferences to discuss due diligence matters.

On February 18, 2020, Company C submitted a written non-binding indication of interest to acquire Boingo in the range of $15.75 to $16.00 per share.

On February 18, 2020, the Steering Committee met via telephonic conference with members of Boingo’s management as well as Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business.

On February 18, 2020, Digital Colony entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On February 18, 2020, a private investment firm (“Company G”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition and met via telephonic conference with Boingo’s Chief Financial Officer regarding certain due diligence matters. Separately, TAP Advisors had a telephone call with representatives of Company G to discuss due diligence matters.

On February 18, 2020, a publicly-traded company (“Company H”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On February 18, 2020, members of Boingo’s management, TAP Advisors, and Boingo’s legal advisors met via telephonic conference with representatives of Company A to discuss due diligence matters.

On February 19, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company A to discuss due diligence matters.

On February 20, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company A to discuss due diligence matters.

On February 20, 2020, TAP Advisors met with representatives of Company C via telephonic conference to discuss due diligence matters.

On February 21, 2020, representatives from Company F had a telephone call with Boingo’s Chief Executive Officer regarding due diligence matters.

On February 21, 2020, TAP Advisors met with representatives of Company E and Company H in separate telephonic conferences to discuss due diligence matters.

In late February 2020, general market volatility began to appear due to fears regarding the coronavirus, leading to a 3.6% drop in the Dow Jones Industrial Average on February 24, 2020.

On February 24, 2020, an article appeared in Bloomberg indicating that Boingo was exploring a sale after having received takeover interest.

On February 24, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company F to discuss due diligence matters.

On February 25, 2020, representatives of Company F visited Boingo’s offices in Los Angeles to discuss due diligence matters.

On February 25, 2020, Company E submitted a written non-binding indication of interest to acquire Boingo at $19.50 per share. Company E’s representatives also reached out to TAP Advisors to conduct further diligence on Boingo.

On February 25, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company A to discuss due diligence matters.

On February 26, 2020, members of Boingo’s management and TAP Advisors met at Boingo’s offices in Los Angeles with representatives of Company C to discuss due diligence matters. Separately, Boingo’s legal advisors met via telephonic conference with Company C’s legal advisors.

On February 26, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company A to discuss due diligence matters.

On February 26, 2020, the Steering Committee met in person with certain other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo, in particular the current status of negotiations with Company D and Company E. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. It was determined at this meeting that because Mr. Chesnutt had a relationship with Company E it was appropriate for him to suspend his membership on the Steering Committee while Company E remained a competitive bidder. It was also discussed whether a merger agreement could be potentially signed with Company A in the coming days. Finally, the recent Bloomberg article was discussed and it was agreed that in light of the contents of the article the full Boingo Board should consider whether to acknowledge publicly that Boingo had received offers from third parties interested in a strategic transaction to acquire the Company and whether to suspend forward-looking financial guidance. After discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue the negotiations with Company A as well as to continue to reach out to other potentially interested third parties to determine if any opportunities existed to increase stockholder value.

On February 27, 2020, Company A informed Boingo that it was going to delay signing any merger agreement, citing market volatility from fears of the COVID-19 pandemic. On the same day, the Boingo Board met in a regularly scheduled meeting. The Boingo Board discussed the status of the strategic process concerning a potential third party acquisition of Boingo and the Bloomberg article. Following discussion, the Boingo Board determined to (i) publicly disclose that Boingo had received multiple inquiries regarding a potential strategic transaction, (ii) publicly disclose that the Boingo Board has engaged advisors to assess these opportunities, and (iii) suspend forward-looking financial guidance until further notice.

On February 28, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company E to discuss due diligence matters.

On February 28, 2020, Boingo received a markup of the auction draft form of merger agreement from Company E, which Boingo began to review in consultation with its legal and financial advisors. Thereafter, Boingo’s legal advisors began negotiations with Company E’s legal advisors regarding the terms and conditions of the proposed merger agreement.

On March 1, 2020, Digital Colony submitted a written non-binding indication of interest to acquire Boingo in the range of $17.00 to $18.50 per share.

On March 2, 2020, Boingo reported its fourth quarter 2019 and full year 2019 financial results and announced that it had engaged financial advisors to advise regarding a potential sale of the company. It also released a press release that (i) publicly disclosed that Boingo had received multiple inquiries regarding a potential strategic transaction, (ii) publicly disclosed that the Boingo Board has engaged advisors to assess these opportunities, and (iii) stated that Boingo was suspending forward-looking financial guidance until further notice.

On March 3, 2020, representatives of Company E met with members of Boingo’s management and TAP Advisors in Los Angeles to discuss due diligence matters.

On March 3, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss recent events and potential timing.

On March 3, 2020, the Steering Committee met via telephonic conference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. Attendees of the meeting understood the delay in signing a definitive agreement with Company A to be connected to market volatility concerns regarding the COVID-19 pandemic and the Steering Committee was hopeful that a definitive agreement could still be signed in the coming days.

On March 4, 2020, a publicly-traded company (“Company I”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition and TAP Advisors met via telephonic conference with representatives of Company I to discuss due diligence matters.

On March 5, 2020, Company E indicated that they no longer wished to pursue a potential business combination.

On March 5, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On March 9, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company A to discuss due diligence matters, recent events and timing to move forward.

On March 9, 2020, the Steering Committee met via telephonic conference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. The attendees also discussed next steps to try to execute a definitive agreement with Company A as well as the potential impact of the COVID-19 pandemic on the bidding process. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. Additionally, in connection with Company E no longer wishing to pursue a potential business combination, Mr. Chesnutt rejoined the Steering Committee. After discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue negotiations with Company A but to also continue to reach out to potentially interested third parties to determine if any opportunities existed to increase stockholder value.

On March 9, 2020, a private investment firm (“Company J”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 9, 2020, a private investment firm (“Company K”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 11, 2020, a private investment firm (“Company L”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 16, 2020, a private investment firm (“Company M”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 16, 2020, a private investment firm (“Company N”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 16, 2020, a private investment firm (“Company O”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 16, 2020, a publicly-traded company (“Company P”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On March 16, 2020 members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company C where they expressed their intent to further progress discussions and requested access to additional due diligence materials.

On March 17, 2020, TAP Advisors met via telephonic conference with representatives of Company M to discuss due diligence matters.

On March 18, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Digital Colony to discuss due diligence matters.

On March 18, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On March 19, 2020, the Steering Committee met via telephonic conference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. The attendees discussed possible worst-case scenarios regarding the ongoing COVID-19 pandemic, potential mitigation paths, and the impact on any potential business combinations. After discussion, the Steering Committee instructed TAP Advisors to send a process letter to potential strategic partners. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business.

On March 20, 2020, Company A indicated they wished to put a 30-day pause on further negotiations of a definitive agreement due to concerns over market volatility.

On March 20, 2020, TAP Advisors met via telephonic conference with representatives of Company G to discuss due diligence matters.

On March 24, 2020, TAP Advisors met via telephonic conference with representatives of Company K to discuss due diligence matters.

On March 25, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Digital Colony to discuss due diligence matters.

On March 27, 2020, TAP Advisors met via telephonic conference with representatives of Company N to discuss due diligence matters.

On March 30, 2020, at the direction of the Steering Committee, TAP Advisors sent a process letter which asked for submissions of indications of interest or updated indications of interest by April 15, 2020, to Company G, Company I, Company J, Company K, Company L, Company M, Company N, Company O, and Company P.

On March 30, 2020, a private investment firm (“Company Q”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On April 2, 2020, the Steering Committee met via videoconference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. The attendees discussed the potential effect that overall market volatility could have on actual and potential third party interest in an acquisition of Boingo and the price at which any such third party might be willing to offer. Boingo’s Chief Executive Officer also provided an update regarding Boingo’s business.

On April 2, 2020, TAP Advisors met via telephonic conference with representatives of Company M to discuss due diligence matters.

On April 3, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company C to discuss due diligence matters.

On April 3, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On April 3, 2020, TAP Advisors met via telephonic conference with representatives of Company F to discuss due diligence matters.

On April 6, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company B to discuss due diligence matters.

On April 6, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On April 7, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On April 7, 2020, TAP Advisors met with representatives of Company I, Company L, Company N, and Company O in separate telephonic conferences to discuss due diligence matters.

On April 8, 2020, a private investment firm (“Company R”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On April 9, 2020, TAP Advisors met with representatives of Company C and Company V (as defined below) in separate telephonic conferences to discuss due diligence matters.

On April 10, 2020, TAP Advisors met via telephonic conference with representatives of Company R to discuss due diligence matters.

On April 14, 2020, the Steering Committee met via telephonic conference with members of Boingo’s management as well as Boingo’s financial and legal advisors and the other members of the Boingo Board to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business.

On April 15, 2020, a private investment firm (“Company S”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On April 16, 2020, a private investment firm (“Company T”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition together with Company N.

On April 16, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company A via telephonic conference to discuss due diligence matters.

On April 17, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company A and Company D in separate telephonic conferences to discuss due diligence matters.

On April 17, 2020, TAP Advisors met via telephonic conference with representatives of Company O to discuss due diligence matters.

On April 20, 2020, TAP Advisors met via telephonic conference with representatives of Company O to discuss due diligence matters.

On April 22, 2020, TAP Advisors met with representatives of Company O and Company R in separate telephonic conferences to discuss due diligence matters.

On April 23, 2020, TAP Advisors met via telephonic conference with representatives of Company T to discuss due diligence matters.

On April 24, 2020, TAP Advisors met via telephonic conference with representatives of Company S to discuss due diligence matters.

On April 27, 2020 members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company I to discuss due diligence matters.

On April 27, 2020, a private investment firm (“Company U”) entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On April 28, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company Q to discuss due diligence matters.

On April 28, 2020, TAP Advisors met via telephonic conference with representatives of Company S to discuss due diligence matters.

On April 29, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On April 30, 2020, the Boingo Board met in a regularly scheduled meeting via videoconference. The Boingo Board in consultation with its financial and legal advisors discussed the impact of the ongoing COVID-19 pandemic on Boingo’s business as well as whether to continue to pursue a potential business combination. After a discussion, the Boingo Board instructed TAP Advisors and Boingo’s management to continue conversations with potential strategic partners to determine if any opportunities existed to increase stockholder value.

On May 1, 2020, members of Boingo’s management met via telephonic conference with representatives of Company A to discuss due diligence matters.

On May 1, 2020, TAP Advisors met with representatives of Company B and Company U in separate telephonic conferences to discuss due diligence matters.

On May 1, 2020, Company N indicated that it was withdrawing from the process since its valuation did not represent a meaningful premium to where Boingo’s stock price was trading. Boingo’s share price closed at $13.52 on May 1, 2020.

On May 19, 2020, Company A indicated it was withdrawing their bid due to financing and market volatility concerns from the COVID-19 pandemic.

On May 20, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Company C to discuss due diligence matters.

On May 20, 2020, the Steering Committee met via videoconference with members of Boingo’s management as well as Boingo’s financial and legal advisors and the other members of the Boingo Board. Those attending discussed the withdrawal of Company A’s indication of interest as well as the outstanding indications of interest from Digital Colony and Company C. The impact of the COVID-19 pandemic on any potential business combination was discussed at length in the context of (i) how to maximize stockholder value given the general downtown of the world economy and (ii) the advisability of engaging in any business combination given COVID-19’s impact on Boingo’s perceived value. Possible mitigation efforts for the potential failure to close any business combination were also discussed. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. After discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue discussions with potentially interested third parties to determine if any opportunities existed to increase stockholder value.

On May 22, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company C to discuss due diligence matters.

On May 28, 2020, members of Boingo’s management and TAP Advisors and representatives of Company C met via videoconference to discuss certain due diligence matters.

From June 1 to June 5, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company C via various videoconferences and telephonic conferences to discuss due diligence matters.

On June 3, 2020, members of Boingo’s management and TAP Advisors met via telephonic conference with representatives of Company B to discuss certain due diligence matters.

On June 5, June 24, and July 2, 2020, the Steering Committee met via videoconference with members of Boingo’s management and Boingo’s financial and legal advisors to discuss the current status of the process with Digital Colony and Company C as well as the overall status of the strategic process concerning a potential third party acquisition of Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business at each of these meetings. During the July 2, 2020 meeting, the Steering Committee determined to continue with the process of seeking a potential business combination with Digital Colony, Company C or another third party.

On June 8, 10 and 12, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company C via various videoconferences and telephonic conferences to discuss due diligence matters.

On June 11, 2020, TAP Advisors met via telephonic conference with representatives of Company C to discuss due diligence matters.

On June 12, 2020, Boingo received a markup of the representations and warranties section of the auction draft form of merger agreement from Company C which it began to review in consultation with its legal and financial advisors. Thereafter, Boingo’s legal advisors began negotiations with Company C’s legal advisors regarding such provisions of the proposed merger agreement.

From June 15 to June 17, 2020, members of Boingo’s management, TAP Advisors, and Boingo’s legal advisors met with representatives of Company C via various videoconferences to discuss due diligence matters.

On June 19, 2020, Boingo received a markup of the full auction draft form of merger agreement from Company C which it began to review in consultation with its legal and financial advisors.

On June 22, 2020, members of Boingo’s management met with representatives of Company C via video conference to discuss due diligence matters.

On June 23, 2020, members of Boingo’s management met with representatives of Company C via videoconference to discuss due diligence matters.

On June 25, 2020, Boingo’s legal advisors provided a revised draft of the merger agreement to Company C’s legal advisors.

On July 1, 2020, Company C informed Boingo’s management that it was withdrawing from the bidding process.

On July 2, 2020, at the direction of the Steering Committee, members of Boingo’s management reached out to the representatives from Company A to determine if they might be interested in re-engaging in the process. However, representatives of Company A declined to do so.

On July 2, 2020, TAP Advisors had a telephonic conference with Digital Colony to discuss due diligence matters.

On July 3, 2020, Digital Colony indicated to TAP Advisors that they may request to partner with a public company (“Company V”) in order to make a joint offer for Boingo. Based on this communication, TAP Advisors reached out to Company V to discuss their interest in a joint offer for Boingo.

On July 10, 13, 14 and 17, 2020, members of Boingo’s management and TAP Advisors met with representatives of Company H via various videoconferences to discuss due diligence matters.

On July 21, 2020, TAP Advisors met with representatives of Company V via telephonic conference to discuss due diligence matters.

By the Summer of 2020, TAP Advisors had reached out to more than 35 third parties regarding their interest in a strategic transaction to acquire Boingo. However, no oral or written indications of interest were received by Boingo other than those discussed above from Company A, Company, B, Company C, Company E and Digital Colony.

On July 25, 2020, Company V entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition together with Digital Colony.

On July 29, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Digital Colony and Company V to discuss due diligence matters as well as the potential joint offer by Digital Colony and Company V.

On July 30, 2020, the Boingo Board met in a regularly scheduled meeting via videoconference. Various corporate matters including potential COVID-19 mitigation were discussed and TAP Advisors provided an update on the process regarding a potential sale of Boingo. Additionally, the Boingo Board, in consultation with its legal advisors, discussed adopting a stockholder rights plan. However, after much consideration, the Boingo Board decided that adopting such a plan was not yet appropriate, but reserved the right to adopt such a plan in the future if Boingo’s stock price decreased to a level where it might result in a takeover bid that did not properly value Boingo and provide fair value to its stockholders.

On August 6, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Digital Colony and Company V to discuss due diligence matters as well as the potential joint offer by Digital Colony and Company V.

On September 10, 2020, the Steering Committee met via videoconference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors. The attendees discussed Digital Colony’s outstanding bid as well as the discussions that had taken place between Company H and Boingo. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. After discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue the conversation with potentially interested third parties to determine if any opportunities existed to increase stockholder value.

On September 14, 2020, TAP Advisors met via telephonic conference with representatives of a private investment firm (“Company W”) to discuss due diligence matters.

On October 2, 2020, TAP Advisors had a telephone call with representatives of Company H to discuss possibly re-engaging in the process. Company H indicated it may be interested with more time to consider any possible strategic combinations (either individually or jointly with another potential buyer) but it would not be able to engage before late 2020 or early 2021.

On October 14, 2020, members of Boingo’s management met with Digital Colony’s Chief Executive Officer to discuss Digital Colony’s interest in acquiring Boingo.

On October 16, 2020, Company W entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On October 24, 2020, Digital Colony submitted a non-binding written indication of interest to acquire all of the outstanding equity interests in Boingo in an all-cash transaction at a price per share of $12.00 contingent upon Boingo signing an exclusivity agreement with Digital Colony for a period of thirty (30) days.

On October 26, 2020, the Steering Committee met via videoconference with members of Boingo’s management as well as Boingo’s financial and legal advisors to discuss Digital Colony’s indication of interest and in particular the decrease in price from their previous offer. Boingo’s Chief Executive Officer also provided an update regarding Boingo’s business. The Steering Committee noted that such a decrease from Digital Colony was not unexpected. The members of the Steering Committee decided to continue discussions with Digital Colony and that further discussions with other third parties were still warranted to assess the overall interest in Boingo in the marketplace. Further, the Steering Committee determined that having a go-shop provision in any definitive agreement would be advisable to maximize stockholder value in any potential acquisition.

On October 28, 2020, the Steering Committee had a follow-up meeting via telephonic conference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the recently received indication of interest from Digital Colony. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. The Steering Committee and Boingo’s management agreed that $12.00 per share was too low of a price but agreed to continue discussions with Digital Colony to determine if it would be willing to increase its indication of interest to at least $14.00 per share. The Steering Committee also instructed TAP Advisors and Boingo’s management to continue to reach out to third parties that might be interested in exploring a strategic transaction that would increase stockholder value.

On November 4, 2020, members of Boingo’s management met with representatives of Company A via telephonic conference to discuss the process.

On November 5, 2020, the Boingo Board met in a regularly scheduled meeting via videoconference. Various corporate matters were discussed and TAP Advisors joined to provide an update on recent activities regarding the strategic process concerning a potential third party acquisition of Boingo.

On November 17, 2020, TAP Advisors met via videoconference with Digital Colony and indicated they would be willing to expand access to Boingo’s data room if Digital Colony was willing to increase their indication of interest to $14.00 per share.

On November 19, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Digital Colony to discuss due diligence matters.

On November 22, 2020, representatives of a private strategic firm (“Company X”) reached out to Boingo’s Chief Executive Officer to express interest in a potential acquisition of Boingo, subject to due diligence.

On November 23, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Company C to discuss due diligence matters.

On November 24, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Company J to discuss due diligence matters.

On November 27, 2020, Digital Colony submitted a written indication of interest to acquire all of the outstanding equity interests in Boingo in an all-cash transaction at an increased price per share of $14.00 contingent upon Boingo signing an exclusivity agreement with Digital Colony for a period of thirty (30) days.

Between November 29, 2020 and December 1, 2020, Boingo’s management, in various telephonic conferences with members of the Steering Committee and the Boingo Board, as well as TAP Advisors, discussed Digital Colony’s indication of interest. These discussions included potential counteroffers to Digital Colony for $16.00 in exchange for exclusivity. During these conferences, members of the Steering Committee and the Boingo Board expressed agreement to propose a counteroffer of $16.00 to Digital Colony in exchange for exclusivity.

On November 30, 2020, TAP Advisors met via videoconference with Digital Colony to discuss their indication of interest.

On December 1 and 4, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Digital Colony to discuss due diligence matters.

On December 2, 2020, TAP Advisors had a videoconference with Digital Colony to discuss their indication of interest and request for exclusivity. TAP Advisors indicated to Digital Colony that Boingo was willing to grant exclusivity if they increased their indication of interest to $16.00 per share.

On December 4, 2020, TAP Advisors reached out to representatives of a Company W to see if it might be interested in re-engaging in the process. Representatives of Company W indicated they would discuss internally and revert.

On December 7, 2020, members of Boingo’s management met via videoconference with representatives of Company W to discuss due diligence matters.

On December 7, 2020, TAP Advisors met via telephonic conference with representatives of Company X to discuss due diligence matters.

On December 7, 2020, TAP Advisors reached out to Company A to see if it was interested in re-engaging in the bidding process and Company A declined.

On December 7, 2020, the Steering Committee met via videoconference the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the status of the strategic process concerning a potential third party acquisition of Boingo. The attendees discussed the recent communications between Boingo’s management and TAP Advisors with Digital Colony, Company A, Company C, Company H, Company J and Company X. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. Following this discussion, the Steering Committee instructed Boingo’s management and TAP Advisors to try to get Digital Colony to increase its indication of interest to $16.00 per share and to continue to engage with other possible buyers that could potentially increase stockholder value.

On December 8, 2020, TAP Advisors had a telephone call with representatives of Company H, where they indicated they were no longer interested in pursuing an acquisition of Boingo.

On December 8, 2020, the Boingo Board met in a regularly scheduled meeting via videoconference. The Boingo Board discussed various corporate matters, including (i) the status of the strategic process concerning a potential third party acquisition (ii) the possibility of Digital Colony increasing its indication of interest to $16.00 per share, and (iii) exploring the potential divestiture of its Multifamily business to concentrate on its core business, independent of the strategic process concerning a potential third party acquisition of Boingo’s entire business, and instructed TAP Advisors and Boingo’s management to reach out to potentially interested third parties.

On December 15, 2020, Company X entered into a non-disclosure agreement with Boingo after expressing interest in exploring a potential acquisition.

On December 15, 2020, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Company X to discuss due diligence matters.

On December 16, 2020, members of Boingo’s management and TAP Advisors met via videoconference with Company C to discuss certain due diligence matters.

On December 17, 21 and 28, 2020, TAP Advisors met with representatives of Company J via various videoconferences to discuss due diligence matters.

On December 22, 2020, TAP Advisors again advised Digital Colony that it should increase its indication of interest to $16.00 per share if it wished to be granted exclusivity. Digital Colony declined to do so.

On December 22, 2020, TAP Advisors met via telephonic conference with representatives of Company I to discuss their interest in acquiring Boingo’s Carrier Services business in partnership with Company J (who would acquire the remainder of Boingo’s assets other than the Carrier Services business).

On December 23, 2020, TAP Advisors met via videoconference with representatives of Company C to discuss certain due diligence matters.

On January 4, 2021, TAP Advisors received indication from Company J that it was interested in exploring a joint transaction together with Company I and provided an oral indication of interest at a price per share of $16.00.

On January 6, 2021, TAP Advisors met via videoconference with representatives of Company W to discuss due diligence matters.

On January 7, 2021, the Steering Committee met via videoconference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the strategic process concerning a potential third party acquisition. The Steering Committee discussed the recent communications with Digital Colony, Company C, Company J, and Company W. In particular, it was noted that Company J indicated that it may be willing to provide an indication of interest at a hypothetical $16.00 per share through a joint bid with Company I, whereby Company I would acquire Boingo’s Carrier Services business and Company J would acquire everything else. A TAP Advisors representative indicated that TAP Advisors was hoping to hear more details on this proposal by mid-January. Following discussion, the Steering Committee instructed TAP Advisors and Boingo’s management to continue these discussions with the aforementioned parties, and to also continue reaching out to potentially interested third parties to determine if any other opportunities existed to increase stockholder value.

On January 15, 2021, TAP Advisors received a revised oral indication from Company J indicating that, as a result of further diligence together with Company I, it wished to lower its previous hypothetical joint bid from $16.00 to $14.00 per share and was not willing to submit a formal letter at this time.

On January 21, 2021, Digital Colony sent an email indicating it was still interested in acquiring Boingo for $14.00 per share.

On January 21, 2021, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Company J to discuss due diligence matters.

On January 22, 2021, members of Boingo’s management and TAP Advisors met via videoconference with representatives of Digital Colony to discuss Digital Colony’s non-binding indication of interest.

On January 25, 2021, Digital Colony submitted a written non-binding indication of interest to acquire all of the outstanding equity interests in Boingo in an all-cash transaction at a price per share of $14.00 contingent upon Boingo signing an exclusivity agreement with Digital Colony for a period of thirty (30) days (with a carve out to allow for negotiation of a potential divestiture of Boingo’s Multifamily business), subject to possible extensions by the parties.

Boingo and Digital Colony Enter into An Exclusivity Agreement

On January 27, 2021, the Steering Committee met via videoconference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the updated indication of interest from Digital Colony (including the accompanying exclusivity agreement) as well as the recent discussions with Company I and Company J, including the complexity of the transaction structure proposed by Company I and Company J. After a lengthy discussion, including discussions regarding Boingo’s 2021 operating plan and the impact on Boingo’s stock price if a strategic transaction could not be achieved, the Steering Committee (in consultation with other members of the Boingo Board attending the meeting) passed a resolution approving Boingo’s entry into the exclusivity agreement with Digital Colony. Boingo management’s 2021 operating plan became the basis for projections provided to Digital Colony, as well as for the Fairness Financials (as defined below). The Steering Committee then instructed Boingo’s legal advisors, following the execution of the exclusivity agreement, to provide a copy of Boingo’s auction draft form of merger agreement to Digital Colony’s legal advisors and to commence negotiations regarding a proposed merger agreement. Thereafter, Boingo’s legal advisors began negotiations with Digital Colony’s legal advisors regarding the terms and conditions of the proposed merger agreement which would eventually become the Merger Agreement.

On January 29, 2021, Boingo received a written non-binding indication of interest from Company J to buy Boingo’s military-related line of business and Multifamily business, for an aggregate of $266 million.

On January 29, 2021, Boingo and Digital Colony executed the exclusivity agreement until February 24, 2021.

From January 30 through February 26, 2021, members of Boingo’s management and TAP Advisors met regularly via videoconference with representatives of Digital Colony to discuss due diligence matters.

On February 1, 2021, Boingo’s management and TAP Advisors met via videoconference to review Boingo management's preliminary updated financial projections.

On February 4, 2021, Digital Colony provided to Boingo a markup of the auction draft form of merger agreement for the proposed transaction, which Boingo began to review in consultation with its legal and financial advisors.

On February 4, 2021, the Steering Committee met via videoconference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the current status of the proposed transaction with Digital Colony. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. The Steering Committee also discussed the offer made by Company J to buy Boingo’s military-related line of business and Multifamily business and decided to not pursue such transaction because the low price offered was not an attractive alternative to the whole company transaction proposed by Digital Colony.

On February 8, 2021, Boingo’s management and TAP Advisors met via videoconference to review Boingo management's updated financial projections. These projections were subsequently shared with Digital Colony served as the basis for the Fairness Financials (as defined below).

On February 10, 2021, Boingo’s legal advisors provided an updated draft of the proposed merger agreement to Digital Colony’s legal advisors.

On February 10, 2021, the Steering Committee met via videoconference with the other members of the Boingo Board as well as members of Boingo’s management and Boingo’s financial and legal advisors to discuss the current status of the proposed transaction with Digital Colony. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. The timing and process to complete the transaction were discussed as well as the open legal issues in the proposed merger agreement as identified by Boingo’s financial and legal advisors. The Steering Committee also discussed potentially selling Boingo’s Multifamily business for less than $35 million.

On February 17, 2021, the Steering Committee met via videoconference with members of Boingo’s management as well as Boingo’s financial and legal advisors and the other members of the Boingo Board to discuss the current status of the proposed transaction with Digital Colony. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business. Digital Colony’s current diligence efforts were discussed as well as the current status of the proposed merger agreement.

On February 18, 2021, the Steering Committee met via videoconference with members of Boingo’s management as well as Boingo’s financial and legal advisors and the other members of the Boingo Board to discuss the current status of the proposed transaction with Digital Colony including open legal points in the proposed merger agreement. The Steering Committee also discussed Digital Colony’s request to talk to some of Boingo’s customers prior to signing. The Steering Committee determined to approve Digital Colony’s request to talk to certain of Boingo’s customers as the parties go closer to signing a definitive agreement. Boingo’s Chief Executive Officer also gave an update regarding Boingo’s business.

On February 21, 2021, Digital Colony’s legal advisors provided an updated draft of the proposed merger agreement to Boingo’s legal advisors.

On February 23, 2021, Boingo’s legal advisors provided an updated draft of the proposed merger agreement to Digital Colony’s legal advisors. Additionally, Boingo’s management and legal representatives met via telephonic conference with Digital Colony and their legal advisors regarding certain legal due diligence matters.

On February 23, 2021, Boingo’s management finalized the Fairness Financials (as defined below). Boingo’s management then instructed TAP Advisors to prepare a formal financial analysis based on the Fairness Financials (as defined below) to present to the Boingo Board in connection with the delivery of their Fairness Opinion (as defined below).

On February 25, 2021, Boingo and Digital Colony extended the exclusivity period until February 26, 2021.

From February 23 until February 26, 2021 Boingo’s and Digital Colony’s legal advisors exchanged drafts of the proposed merger agreement and reached an agreement with respect to the terms of the Merger Agreement on February 26, 2021. Additionally, on February 25, 2021, Digital Colony expressed interest in retaining Boingo’s executive officers following the Merger and Boingo’s executives expressed interest in further discussion at a later date.

Boingo and Digital Colony Enter into The Merger Agreement

On February 26, 2021, the Boingo Board met in a special joint session meeting with the Steering Committee to discuss the final terms of the proposed Merger Agreement with Digital Colony. Boingo’s legal advisors led the Boingo Board and Steering Committee in a discussion of the proposed merger transaction with an affiliate of Digital Colony including an extensive discussion and presentation of (i) the Boingo Board’s fiduciary duties, (ii) the Boingo Board’s duties in the context of a merger transaction and potential judicial review of the Boingo Board’s decision-making, and (iii) the structure of the proposed transaction and the terms and conditions of the proposed merger agreement (including provisions regarding deal certainty and deal protection). TAP Advisors reviewed with the Boingo Board the Fairness Financials (as defined below) prepared and approved by Boingo’s management, including key assumptions and metrics used in the projections. TAP Advisors then reviewed with the Boingo Board TAP Advisors’ financial analysis of the consideration to be received by holders of shares of Boingo common stock pursuant to the Merger Agreement.. At the conclusion of this presentation, at the request of the Boingo Board, TAP Advisors rendered its oral opinion, which was subsequently confirmed in a written opinion dated February 26, 2021, to the Boingo Board to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by TAP Advisors as set forth in its written opinion, the Per Share Merger Consideration of $14.00 to be received by the holders of shares of Boingo common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Boingo common stock. For a detailed discussion of the opinion provided by TAP Advisors, please see “The Merger—Opinion of Boingo’s Financial Advisor” beginning on page 57 of this Proxy Statement. After extensive discussions regarding the foregoing, the Steering Committee met to discuss the terms of the Merger, the Merger Agreement, the Fairness Opinion (as defined below) and the proposed resolutions that had been presented by Boingo’s legal advisors for approval by the Boingo Board. Following such discussion, the Steering Committee unanimously recommended to the Boingo Board that the proposed resolutions be adopted and approved in all respects, including, without limitation, the adoption and approval of the Merger Agreement and the transactions contemplated thereby. The Boingo Board determined that the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement were fair to, and in the best interests of Boingo and its stockholders. Following this recommendation and after further discussion, the Boingo Board unanimously approved the proposed resolutions adopting and approving the Merger Agreement and the transactions contemplated thereby, and instructed Boingo’s management to enter into the Merger Agreement with affiliates of Digital Colony.

Following the conclusion of the special joint session meeting of the Boingo Board and Steering Committee, Boingo exchanged signature pages with Digital Colony and entered into the Merger Agreement during the evening of February 26, 2021.

On March 1, 2021, Boingo issued a press release and filed a form 8-K announcing the signing of the Merger Agreement.

Following the public announcement of the signing of the Merger Agreement, the Steering Committee instructed TAP Advisors to reach out to all parties that could potentially provide a Superior Proposal under the terms of the Merger Agreement. During this time, TAP Advisors reached out to approximately 40 parties and Boingo’s management provided expanded data room access to five parties. However, Boingo did not receive any additional indications of interest during the Go-Shop Period.

On March 15, 2021, the Steering Committee discussed non-binding letters of intent received to purchase Boingo’s Multifamily business for a purchase price of less than $35 million. After discussion, the Steering Committee directed Boingo’s management to seek a waiver from Digital Colony under the Merger Agreement to pursue potential transactions to sell the Multifamily business, noting that the transaction may close prior to the closing of the Merger. Digital Colony provided such a waiver on March 22, 2021.

On April 2, 2021 at 11:59 p.m. New York City time, the Go-Shop Period expired and the No-Shop Period commenced. Boingo did not receive any indications of interest during the Go-Shop Period, and as of the date of this Proxy Statement has not received any indications of interest during the No-Shop Period.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors, at a meeting held on February 26, 2021, unanimously (1) determined that the Merger and the other transactions contemplated by the Merger Agreement are fair to, and in the best interests of, Boingo and its stockholders; (2) adopted and declared advisable the Merger Agreement, the Merger, and the transactions contemplated by the Merger Agreement; and (3) resolved that the Merger Agreement be submitted for consideration by Boingo’s stockholders at a special meeting for stockholders.

The Board of Directors unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo to its named executive officers in connection with the Merger.

Reasons for the Recommendation of the Boingo Board

In evaluating the Merger Agreement and the Transactions, the Boingo Board consulted with Boingo’s senior management, legal advisors at Gunderson and financial advisors at TAP Advisors and considered, analyzed and relied upon a wide and complex range of factors. Based on these consultations, considerations and analyses, and the factors and the opinion of TAP Advisors discussed below, the Boingo Board unanimously determined that entering into the Merger Agreement would yield the highest value reasonably available for Boingo’s stockholders and is fair to and in the best interests of Boingo’s stockholders.

In making its determination and recommendation of the Merger to Boingo’s stockholders, the Boingo Board considered a number of factors, including the following (which factors are not necessarily presented in order of relative importance):

Boingo’s Financial Condition and Prospects. The Boingo Board considered the current and historical financial condition and results of operations of Boingo, as well as the strategic objectives and future prospects for Boingo if it were to remain an independent company. The Boingo Board reviewed Boingo’s current financial operating plan, including the risks and uncertainties associated with executing upon and achieving the plan. The Boingo Board believes, on this basis, that the Per Share Merger Consideration fairly reflects Boingo’s intrinsic value, including its potential for future growth in light of the risks and uncertainties faced by Boingo and other wireless networking infrastructure companies.

Strategic Alternatives. The Boingo Board considered current conditions and developments in the wireless networking infrastructure industry, Boingo’s competitive position in the industry and strategic alternatives available to Boingo. The Boingo Board discussed the possibility of remaining an independent company, as well as the possibility of other strategic or financial partners making an offer to acquire the company, including the range of potential benefits to Boingo stockholders of such alternatives and the timing and likelihood of achieving the goals of such alternatives.

Ability to Remain Independent. The Boingo Board considered the ability of Boingo to remain independent and the risks and costs associated with doing so, including:

Competitive Risks. The Boingo Board considered Boingo’s competitive position in the wireless networking infrastructure industry and competitive risks, including current and potential future competition from larger and better funded companies which might have competitive advantages from their broader commercial scope and economies of scale in pricing.

Market and Business Risks. The Boingo Board considered relevant market and business risks, including dependency on relationships with venue and network partners, investment from telecom customers and demand for data from end users.

Regulatory Risks. The Boingo Board considered regulatory risks facing Boingo, including the fact that the current regulatory environment for Internet communications, products and services is uncertain and subject to statutory or interpretive change and the possibility of future regulations adverse to its business partnering arrangements.

Results of Process Conducted. The Boingo Board considered the fact that Boingo had gone through previous acquisition discussions in 2016-2017 and 2020, including definitive agreement negotiations with Companies A, C, and E, that ultimately did not result in an executed definitive agreement or consummated transaction. The Boingo Board considered the fact that prior to entry into the Merger Agreement with Parent, TAP Advisors had conducted multiple targeted “market checks,” including in connection with the prior acquisition discussions, to gauge the interest of selected potential counterparties that, in the view of management and TAP Advisors, would likely have a strategic interest in Boingo and possess financial resources sufficient to consummate a potential acquisition of Boingo, and that other than Companies A, C, and E, none of the contacted potential counterparties submitted an offer to acquire Boingo. The Boingo Board considered the fact that Boingo had engaged experienced financial and legal advisors to advise the Boingo Board during the process. Based on the results of that process, the Boingo Board believed that the price offered by Parent was the highest that was reasonably attainable.

Premium to Market Price. The Per Share Merger Consideration to be paid by Parent would provide Boingo’s stockholders with the opportunity to receive a meaningful premium over the current market price of the Company Shares. The Boingo Board reviewed the current and historical market prices with respect to the Company Shares, including the fact that the Per Share Merger Consideration represents:

Opinion of TAP Advisors, Financial Advisor to Boingo. The Boingo Board considered the financial analyses reviewed and discussed with the Boingo Board by TAP Advisors at a meeting of the Boingo Board on February 26, 2021. The Boingo Board also considered the oral opinion of TAP Advisors, which TAP Advisors provided to the Boingo Board at its meeting on February 26, 2021 (which was subsequently confirmed by delivery of a written opinion dated February 26, 2021), to the effect that, as of the date of such meeting and as of the date of such written opinion, and based upon and subject to the various limitations, qualifications and assumptions underlying its analyses and opinion, that the Per Share Merger Consideration to be received by holders of Company Shares (other than Company Shares held by persons exercising statutory appraisal rights, the Company or its subsidiaries, or Parent or Merger Sub or their subsidiaries) pursuant to the Merger, was fair, from a financial point of view, to such stockholders. The full text of the written opinion of TAP Advisors, dated February 26, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken in rendering such opinion, is attached as Annex B to this Proxy Statement. Boingo stockholders are urged to carefully read the TAP Advisors’ opinion in its entirety. TAP Advisors’ opinion was provided to the Boingo Board in connection with its consideration of the Merger and was not intended to be and does not constitute a recommendation to any Boingo stockholder as to how such stockholder should vote with respect to the Merger or any other matter.

Financial Projections. The Boingo Board considered the financial projections prepared by Boingo’s senior management team, which reflected multiple potential strategic alternatives available to Boingo on a standalone basis and were not risk-adjusted for all scenarios. The Boingo Board understood that these financial projections were based on assumptions that are difficult to project and were subject to high levels of uncertainty and also significant execution risk.

Cash Consideration. The Boingo Board considered that the form of consideration to be paid to Boingo stockholders in the Offer and the Merger was all-cash and considered the certainty of value and immediate liquidity associated with such cash consideration, while eliminating the effect of long-term business and execution risk.

Likelihood of Closing. The Boingo Board concluded that the Merger would likely be consummated in an orderly manner as a result of a number of factors, including:

Speed of Closing. The Boingo Board considered the anticipated timing of the consummation of the Merger and concluded that, subject to the satisfaction or waiver of the applicable conditions set forth in the Merger Agreement, the Merger would allow Boingo stockholders to receive the consideration in a relatively short timeframe. The Boingo Board also determined that such a relatively short timeframe would be expected to reduce the uncertainty and potential disruption to Boingo’s business during the pendency of the Merger.

Merger Agreement. The Boingo Board considered the terms and conditions of the Merger Agreement, including:

Ability to Solicit Alternative Takeover Proposals. Boingo had the right pursuant to a customary 25 business day “Go-Shop” period to solicit alternative acquisition proposals from third parties and to furnish information to, and participate in discussions or negotiations with, such third parties regarding such alternative acquisition proposals.

Ability to Respond to Certain Unsolicited Takeover Proposals. While Boingo is prohibited from soliciting any acquisition proposal following expiration of the “Go-Shop” period, the Merger Agreement does permit the Boingo Board, subject to compliance with certain procedural requirements (including that the Boingo Board determine in good faith, after consultation with its financial advisor and outside legal counsel, that an unsolicited acquisition proposal constitutes, or is reasonably likely to lead to, a superior proposal), (i) to furnish information with respect to Boingo to a person making such unsolicited acquisition proposal and (ii) to participate in discussions or negotiations with the person making such unsolicited acquisition proposal.

Right to Accept Superior Proposals. In the event Boingo receives a superior proposal, the Boingo Board may withdraw or change its recommendation in favor of the Merger if the Boingo Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties to Boingo’s stockholders under applicable law. In order for the Boingo Board to withdraw its recommendation in connection with a superior proposal, the Boingo Board must first provide Parent with a right to negotiate with Boingo to adjust the terms and conditions of the Merger Agreement so that such change in recommendation is no longer necessary. If the Boingo Board terminates the Merger Agreement in order to accept a superior proposal, Boingo must concurrently pay Parent a termination fee of $13.09 million in cash if such termination occurs during the “Go-Shop” period and $19.635 million in cash if such termination occurs afterwards.

Change in Recommendation for an Intervening Event. If a specified intervening event, as defined in the Merger Agreement, occurs, the Boingo Board may withdraw or change its recommendation in favor of the Merger if the Boingo Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties to Boingo’s stockholders under applicable law. In order for the Boingo Board to withdraw or change its recommendation in connection with such an intervening event, the Boingo Board must first provide Parent with a right to negotiate with Boingo to adjust the terms and conditions of the Merger Agreement so that such change in recommendation is no longer necessary. In the event that the Boingo Board withdraws or changes its recommendation in connection with an intervening event, Parent may terminate the Merger Agreement, in which case Boingo must pay Parent a termination fee of $19.635 million in cash within two business days after such termination.

Termination Fee and Expense Reimbursement. The Boingo Board considered the fact that, in connection with the termination of the Merger Agreement under specified circumstances, including a termination by Boingo to accept and enter into a definitive agreement with respect to superior proposal, Boingo would be obligated to pay Parent a termination fee of up to $19.635 million. The Boingo Board was of the view that this termination fee was comparable to termination fees in transactions of a similar size, was reasonable in light of the bidding and negotiation process that led to the execution of the Merger Agreement, as well as of the terms of the Merger Agreement itself, and was necessary to induce Digital Colony Partners to enter into the Merger Agreement. The Boingo Board believed that the termination fee would not likely deter or preclude another party with a strategic interest in Boingo and financial resources sufficient to consummate an alternative acquisition transaction with Boingo, were one to exist, from making a competing proposal for Boingo and would likely only be required to be paid in the event that the Boingo Board entered into a transaction more financially favorable to Boingo’s stockholders than the Merger. The Boingo Board considered the fact that in the event that Boingo’s stockholders do not approve adoption of the Merger Agreement, Boingo would be obligated to reimburse Parent for up to $2.5 million of its transaction-related expenses. The Boingo Board believed that such expense reimbursement would not unduly pressure Boingo stockholders to vote in favor of adoption of the Merger Agreement.

Conditions to the Completion of the Transactions. The Boingo Board considered the limited conditions to Parent’s obligations to consummate the Merger, including the condition that there not have occurred a change or event that would constitute a material adverse effect with respect to Boingo. The Boingo Board considered the fact that specified changes or events would be excluded from the determination whether Boingo had experienced a material adverse effect, particularly any change or event resulting from the announcement, pendency and consummation of the Merger.

Regulatory Undertaking by Parent. The Boingo Board considered that the Merger is subject to a waiting period and appropriate regulatory clearance, and that Parent is obligated, subject to certain limitations, to use reasonable best efforts to obtain necessary regulatory approvals.

Financing Undertaking by Parent. The Boingo Board considered that Digital Colony Partners provided an equity commitment for the Merger and the fact that Boingo is a named third party beneficiary in the equity commitment letter. The Boingo Board also considered that Merger Sub obtained a debt commitment letter upon signing of the Merger Agreement from specified lenders with limited conditionality customary for acquisition financing commitment letters. The Boingo Board considered Parent’s commitment in the Merger Agreement to use reasonable best efforts to arrange its financing, including the commitment to seek alternative financing on terms and conditions materially less favorable than the original financing.

Specific Performance. The Boingo Board considered Boingo’s ability, under certain circumstances pursuant to the Merger Agreement, to seek specific performance to prevent breaches of the Merger Agreement and to enforce specifically the terms of the Merger Agreement, including the obligations of Parent and Merger Sub to consummate the Merger.

Reverse Termination Fee. The Boingo Board considered the fact that a reverse termination fee of $32.725 million in cash is payable by Parent to Boingo in the event that Parent is unable to consummate the Merger following satisfaction or waiver of the conditions set forth in the Merger Agreement and that such payment obligation is supported by a Limited Guaranty from Digital Colony Partners (as described in the below section captioned “The Merger—Financing of the Merger”).

Appraisal Rights. The Boingo Board considered the fact that Boingo’s stockholders who do not vote in favor of adoption of the Merger Agreement and who properly exercise their appraisal rights under Delaware law will be entitled to such appraisal rights in connection with the Merger.

The Boingo Board also considered a variety of risks and other potentially negative factors relating to the Offer and the Merger in making its determination and reaching its recommendation, including the following (which factors are not necessarily presented in order of relative importance):

No Stockholder Participation in Future Growth or Earnings. The Boingo Board considered the fact that the nature of the Merger as an all-cash transaction means that Boingo stockholders would no longer be able to participate in any future earnings or growth of Boingo or benefit from any appreciation in the value of Boingo following the consummation of the Merger, which earnings or growth could have resulted, if Boingo had remained independent, in future prices for the Company Shares in excess of the Per Share Merger Consideration.

Risk of Non-Consummation. The Boingo Board considered the fact that, while Boingo expects that the Merger will be consummated, there can be no assurance that the conditions to the Merger will be satisfied, and that, as a result, the Merger may not be consummated. The Boingo Board considered the potential risks associated with a failure of the Merger to be consummated, including (i) the extensive time and effort expended by Boingo’s directors, senior management and other employees during the pendency of the proposed Merger, (ii) the significant transaction-related costs and opportunity costs incurred by Boingo, (iii) the trading price for the Company Shares could be negatively impacted, (iv) Boingo’s business could be disrupted and negatively impacted, including loss of business partners and employees, and (v) the market’s perceptions of Boingo’s prospects could be adversely affected. The Boingo Board considered the risk that the Merger might not be consummated due to unavailability of debt financing and that the reverse termination fee payable by Parent might not be adequate compensation for such adverse consequences.

Restrictions on Conduct of Business. The Boingo Board considered the limitations on Boingo’s pursuit of business opportunities during the pendency of the Merger due to certain covenants contained in the Merger Agreement requiring Boingo to operate its business in the ordinary course of business consistent with past practice and, subject to specified exceptions, to comply with certain other operating restrictions. Such restrictions could delay or prevent Boingo from pursuing business opportunities that may arise during the pendency of the proposed Merger and/or have a significant adverse effect on Boingo’s ability to respond to changing market and business conditions, in a timely manner, or at all.

Impact of Announcement on Boingo. The Boingo Board considered the impact on Boingo’s business of the public announcement of the proposed Merger, including the potentially negative effects that such announcement may have on Boingo’s business relationships and its ability to attract and retain key management, technical and other personnel while the Merger is pending.

Inability to Solicit Other Takeover Proposals. The Boingo Board considered the covenant in the Merger Agreement prohibiting Boingo from soliciting other potential acquisition proposals following the expiration of the “Go-Shop” period, and restricting its ability to entertain other potential acquisition proposals unless certain conditions are satisfied.

Termination Fee and Expense Reimbursement. The Boingo Board considered the possibility that the $13.09 million termination fee payable during the “Go-Shop” period and the $19.635 million termination fee payable thereafter could potentially dissuade a potential acquirer from proposing an alternative acquisition transaction that could be of greater value to Boingo stockholders than the Merger. The Boingo Board considered the possibility that the obligation to reimburse Parent for up to $2.5 million of its transaction-related expenses in the event that Boingo’s stockholders do not approve adoption of the Merger Agreement could potentially exert pressure on such stockholders to vote in favor of approval.

Financing Risk. The Boingo Board considered the fact that Parent requires substantial third party debt financing for the transaction and that in the event that the lenders do not provide the debt financing under the debt commitment letter, Boingo will not be able to specifically enforce Parent’s obligations to consummate the transaction (and would instead in certain circumstances be entitled to payment of the reverse termination fee as provided under the Merger Agreement).

Interests of the Board. The Boingo Board considered the fact that Boingo’s directors and officers may have financial interests in the transactions contemplated by the Merger Agreement, including the Merger, that may be different from or in addition to those of Boingo’s other stockholders, and the risk that these interests might influence their decision with respect to the transactions contemplated by the Merger Agreement.

Tax Treatment. The Boingo Board considered the fact that the cash consideration to be received by Boingo stockholders in the Offer and Merger would be taxable to U.S. Holders (as defined under the caption “The Merger – U.S. Federal Income Tax Consequences of the Merger”). However, the Boingo Board noted that the all-cash nature of the consideration payable in the Transactions would provide such Boingo stockholders with adequate cash for the payment of any taxes due.

The foregoing discussion of the Boingo Board’s reasons for its recommendation that Boingo stockholders vote in favor of adoption of the Merger Agreement is not meant to be exhaustive, but addresses the material information and factors considered by the Boingo Board in consideration of its recommendation. In view of the wide variety of factors considered by the Boingo Board in connection with the evaluation of the Merger and the complexity of these matters, the Boingo Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, the Boingo Board did not reach any specific conclusion with respect to any of the particular factors considered. Instead, the Boingo Board conducted an overall analysis of the factors described above and made its determinations and recommendations based on the totality of the information reviewed. The judgments of individual members of the Boingo Board may have been influenced to a greater or lesser degree by different factors. The Boingo Board ultimately concluded that, in the aggregate, the potential benefits of the Merger outweighed the potential risks or negative consequences of the Merger.

For the reasons described above, the Boingo Board unanimously recommends that Boingo’s stockholders vote in favor of adoption of the Merger Agreement.

Opinion of Boingo’s Financial Advisor

At the February 26, 2021 meeting of the Boingo Board, TAP Advisors rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion, to the Boingo Board (in its capacity as such) to the effect that, as of February 26, 2021, and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the $14.00 per share merger consideration to be paid to holders of Boingo common stock in the Merger was fair, from a financial point of view, to holders of Boingo common stock, other than holders of “excluded shares,” which TAP Advisors defined as holders of Dissenting Common Shares (as defined in the Merger Agreement), shares of Boingo common stock owned by the Company as treasury stock, and shares of Boingo common stock owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or Merger Sub as well as shares of Boingo common stock held by Digital Colony and its affiliates.

The full text of TAP Advisors’ written opinion, which sets forth the assumptions made, procedures followed, matters considered, limitations on and scope of the review by TAP Advisors in rendering TAP Advisors’ opinion, is attached as Annex B and is incorporated herein by reference. TAP Advisors’ opinion was directed only to the fairness of the Per Share Merger Consideration proposed to be paid to the holders of shares of Boingo common stock (other than holders of excluded shares) pursuant to the Merger Agreement from a financial point of view, was provided for the information of the Boingo Board in connection with their evaluation of the Merger, did not address any other aspect of the Merger and did not express any opinion or view as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Boingo or in which Boingo might engage or as to Boingo’s underlying business decision to proceed with or effect the Merger. TAP Advisors’ opinion also expressed no opinion or recommendation as to how any holder of shares of Boingo common stock should vote or act in connection with the Merger or any related matter. The summary of TAP Advisors’ opinion set forth in this Proxy Statement is qualified in its entirety by reference to the full text of such opinion. Holders of shares of Boingo common stock are urged to read TAP Advisors’ opinion carefully and in its entirety. TAP Advisors has consented to the inclusion of TAP Advisors’ opinion in this Proxy Statement.

In arriving at its opinion, TAP Advisors, among other things:

For purposes of its analysis and opinion, TAP Advisors assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by TAP Advisors, and TAP Advisors assumed no liability therefor. TAP Advisors did not make nor assume any responsibility for making any independent valuation or appraisal of the assets or liabilities of Boingo, nor was TAP Advisors furnished with any such appraisals, nor did TAP Advisors evaluate the solvency or fair value of Boingo or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. With respect to the financial forecasts utilized in TAP Advisors’ analyses, TAP Advisors assumed, with the consent of Boingo, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of Boingo as to the future financial performance of Boingo and that such forecasts fairly and fully reflect management’s expectations with respect to developments reasonably anticipated by Boingo’s management to affect Boingo’s business. TAP Advisors assumed no responsibility for and expressed no view as to any such forecasts or the assumptions on which they were based.

For purposes of its opinion TAP Advisors assumed that the final executed Merger Agreement would not differ in any material respect from the draft Merger Agreement reviewed by TAP Advisors and that the Merger would be consummated in accordance with the terms of the Merger Agreement without material modification, waiver or delay. TAP Advisors also assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger would be satisfied without material waiver or modification thereof. In addition, TAP Advisors assumed that in connection with the receipt of all the necessary approvals of the proposed merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on Boingo or the Merger.

TAP Advisors’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to TAP Advisors as of, the date of its opinion and addressed only the fairness, from a financial point of view, to the holders of the shares of Company common stock (other than holders of excluded shares) of the Per Share Merger Consideration as of the date thereof. TAP Advisors was not asked to, and TAP Advisors did not, offer any opinion as to any other term of the Merger Agreement, any other document contemplated by or entered into in connection with the Merger Agreement, the form or structure of the Merger or the likely timeframe in which the Merger would be consummated. In addition, TAP Advisors expressed no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Merger, or any class of such persons, whether relative to the Per Share Merger Consideration or otherwise. Further, TAP Advisors expressed no opinion as to the fairness of the Merger to, or any consideration received in connection with the Merger by, the holders of any other class of securities, creditors or other constituencies of Boingo. TAP Advisors did not express any opinion as to any tax or other consequences that may result from the transactions contemplated by the Merger Agreement or any other related document, nor did TAP Advisors’ opinion address any legal, tax, regulatory or accounting matters, as to which TAP Advisors understood the Company had received such advice as it deemed necessary from qualified professionals. TAP Advisors’ opinion did not address the price at which shares of Boingo common stock may trade at any time subsequent to the announcement of the Merger. TAP Advisors’ opinion did not address the underlying business decision of Boingo to enter into the Merger Agreement or the relative merits of the Mergers compared with any other strategic alternative which may be available to Boingo. It was understood that developments and information made available subsequent to the date of TAP Advisors’ opinion may affect TAP Advisors’ opinion and that TAP Advisors did not have any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

Overview of Financial Analyses

The following is a summary of the material financial analyses performed by TAP Advisors and presented to the Boingo Board in connection with TAP Advisors’ rendering of its opinion. Such presentation to the Boingo Board was supplemented by TAP Advisors’ oral discussion, the nature and substance of which may not be fully described herein. The following summary does not purport to be a complete description of the financial analyses performed by TAP Advisors, nor does the order of analyses described represent relative importance or weight given to those analyses by TAP Advisors. The preparation of a financial opinion or analysis is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion and analyses are not readily susceptible to summary description. TAP Advisors arrived at its opinion based on the results of all analyses undertaken and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, TAP Advisors believes that the analyses and factors summarized below must be considered as a whole and in context. TAP Advisors further believes that selecting portions of the analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses and factors, could create a misleading or incomplete view of the processes underlying TAP Advisors’ analyses and opinion. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 25, 2021, the last trading day before the signing of the Merger Agreement, and is not necessarily indicative of current market conditions. Future results may differ from those described and such differences may be material.

In arriving at its opinion, TAP Advisors based its financial analyses on various assumptions, including assumptions concerning general business, economic and capital markets conditions and industry-specific and company-specific factors, all of which are beyond the control of Boingo and TAP Advisors. TAP Advisors did not form a view or opinion as to whether any individual analysis or factor, whether positive or negative, considered in isolation, supported or failed to support its opinion. TAP Advisors considered the results of all of its financial analyses and did not attribute any particular weight to any one analysis or factor. TAP Advisors arrived at its opinion based on the results of all of its financial analyses assessed as a whole and believes that the totality of the factors considered and the various financial analyses performed by TAP Advisors in connection with its opinion operated collectively to support its determination.

The financial analyses performed by TAP Advisors, particularly those based on estimates and projections, are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by these analyses. Further, none of the selected precedent merger and acquisition transactions used in the selected precedent merger and acquisition transactions analysis described below is identical or directly comparable to the Merger, and none of the selected publicly traded companies used in the selected publicly traded companies analysis described below is identical or directly comparable to Boingo. However, such transactions and companies were selected by TAP Advisors, among other reasons, because they involved target companies or represented publicly traded companies which may be considered broadly similar, for purposes of TAP Advisors’ financial analyses, to Boingo based on TAP Advisors’ familiarity with the relevant digital infrastructure and technology sectors in the geographies in which Boingo operates. Selected precedent merger and acquisition transactions analysis and selected publicly traded companies analysis involve complex considerations and judgments concerning the differences in business, financial, operating and capital markets-related characteristics and other factors regarding the selected precedent merger and acquisition transactions to which the Merger was compared and the selected publicly traded companies to which Boingo was compared.

Recent global recessionary economic conditions caused by the ongoing COVID-19 pandemic and related public health crises have increased stock price volatility and other economic factors. Precedent merger and acquisition transactions announced before the onset of such recent global economic recession conditions and the COVID-19 pandemic may be less relevant for purposes of TAP Advisors’ selected precedent merger and acquisition transactions analysis.

Recap of Financial Analyses. In evaluating Boingo in connection with rendering its opinion, TAP Advisors performed various financial analyses which are summarized in the table below and described in more detail elsewhere herein, including discounted cash flow (or “DCF”) analyses, leveraged buyout (or “LBO”) analyses, selected precedent transactions analyses, and selected publicly traded companies trading multiples analyses. For the financial projections utilized in the following financial analyses, TAP Advisors used the Fairness Financials (as defined below), which were provided and approved for TAP Advisors’ use by Boingo management. Additionally, and solely for informational reference purposes, TAP Advisors reviewed Wall Street equity research analysts’ price targets for Boingo’s common stock as of November 9, 2020, prior to Boingo’s 2020 third quarter earnings announcement, and premiums paid based Boingo’s stock price one-day, 30-days and 60-days prior to November 9, 2020.

Discounted Cash Flow Analyses. TAP Advisors performed stand-alone and sum-of-the-parts discounted cash flow analyses of Boingo based on forecasted after-tax unlevered free cash flows for Boingo and an estimate of its terminal/continuing value at the end of the forecast horizon.

TAP Advisors used a discount rate range of 10.0%-12.0% for its consolidated discounted cash flow analysis, and for purposes of its sum-of-the-parts analysis a discount rate range of 9.0%-11.0% for its distributed antenna systems (“DAS”) segment, 10.5%-12.5% for its Military segment, and 12.5%-14.5% for all other segments, in each case based on its estimate of Boingo’s weighted average cost of capital (“WACC”). In estimating Boingo’s terminal/continuing value, TAP Advisors used a reference range of perpetual growth rates of Boingo’s terminal year (“TGR”) of 2.0%-3.0%.

TAP Advisors’ discounted cash flow analyses resulted in an overall reference range of (i) $9.43-$12.78 per share for purposes of evaluating Boingo’s common stock on a consolidated intrinsic-value basis and (ii) $8.11-$13.68 per share for purposes of evaluating Boingo’s common stock on a sum-of-the-parts intrinsic-value basis.

Leveraged Buyout Analysis. TAP Advisors evaluated the ranges of values at financial sponsors would be willing to place on Boingo’s operating assets in order to obtain an estimated minimum rate of return on equity of 15.0%-25.0% for the consolidated company, 14.0%-18.0% for the DAS segment, 15.0%-20.0% for the Military segment and 18.0%-25.0% for each of the Offload and Private Networks & Emerging Technologies (“PNET”) segments, in each case assuming a 2030 exit strategy, an 11.0% WACC and a 2.0%-3.0% TGR.

TAP Advisors’ leveraged buyout analyses resulted in an overall reference range of (i) $4.91-$10.04 per share on a consolidated intrinsic-value basis and (ii) $6.98-$11.51 per share on a sum-of-the-parts intrinsic-value basis. 

Selected Precedent Transactions Analysis. To analyze the valuation of the Per Share Merger Consideration to be received by holders of shares of Boingo common stock relative to the consideration received by stockholders in other similar transactions, TAP Advisors prepared an analysis of selected precedent transactions. Using publicly available information, TAP Advisors reviewed transactions in the digital infrastructure and cable industries which were announced over the past ten years. TAP Advisors then used its professional judgment to select the relevant transactions, which are set forth below together with the applicable multiple of the target company’s enterprise value (EV) to its projected 2021 estimated cash earnings before interest taxes depreciation and amortization (Cash EBITDA), or where applicable, its Node Cash Flow (“NCF”, or cash site leasing revenue less site leasing cost):

Based on TAP Advisors’ professional judgment and after taking into consideration, among other things, the observed data described above, TAP Advisors selected a reference range of transaction multiples for purposes of evaluating Boingo on a consolidated and sum-of-the-parts basis based on estimated 2021 metrics as follows: (i) 15.0x-25.0x Cash EBITDA for the consolidated company and (ii) 18.0x-25.0x NCF for the DAS segment, 6.0x-10.0x Cash EBITDA for the Military segment and 4.0x-8.0x Cash EBITDA for each of the Offload and PNET segments. This resulted in an overall reference range of $3.45-$8.58 per share on a consolidated company basis and $6.64-$12.25 per share on a sum-of-the-parts basis.

Selected Publicly Traded Companies Analysis. In order to assess how the public market values shares of selected publicly traded companies that TAP Advisors deemed relevant in its professional judgment, TAP Advisors reviewed and compared selected financial information concerning Boingo with similar information using publicly available information of the following publicly traded companies, which TAP Advisors divided into the Towers, Cable, Fiber ISP, Wi-Fi ISP and Wireless categories:

TAP Advisors calculated and compared various the enterprise value of the selected companies based on closing share prices on February 25, 2021, as a multiple of estimated EBITDA for the calendar year ending December 31, 2021, as reported by Wall Street analysts obtained via Capital IQ as of February 25, 2021, in each case for each of the selected companies.

Based on its professional judgment and after taking into consideration, among other things, the observed data for the selected companies as of February 25, 2021, TAP Advisors applied a 15.0x-22.5x multiple to Boingo’s 2021 forecast Cash EBITDA, based on management’s forecasts and Wall Street analyst consensus, which implied a per share price of $3.45-$7.30 based on management forecasts and $6.91-$12.49, based on Wall Street consensus data. Applying a 6.0x-10.0x multiple of Boingo management’s 2021 forecast Military segment Cash EBITDA and a 4.0x-8.0x multiple to each of the Offload and PNET segments Cash EBITDA implied a per share price of $0.00-$2.60. TAP Advisors also applied a 15.0x-20.0x multiple to Boingo’s 2021 forecast Company Cash Flows, based on management’s forecasts and Wall Street analyst consensus, which implied a per share price of $6.66-$10.30 based on management forecasts and $0.00-$0.19, based on Wall Street consensus data. Applying a 15.0x-20.0x multiple of Boingo management’s 2021 forecast Company Cash Flows to the DAS segment, 10.0x-15.0x to the Military segment and 6.0x-10.0x multiple to each of the Offload and PNET segments implied a per share price of $7.72-$12.06.

Boingo Wall Street Equity Research Analyst Stock Price Targets. TAP Advisors reviewed selected Wall Street equity research analyst stock price targets for Boingo, as of November 10, 2020, published prior to the Company’s Q3 2020 earnings. TAP Advisors noted that such Wall Street equity research analyst stock price targets for Boingo’s common stock ranged from $15.00-$23.00 per share.

Premiums Paid in Selected Merger and Acquisition Transactions. TAP Advisors reviewed, based on publicly available information, the implied premiums paid or proposed to be paid in connection with certain selected precedent merger and acquisition transactions involving North American targets with total enterprise values between $500 million and $2 billion announced since January 1, 2016 (excluding financial services and energy companies). Focusing its analysis on those transactions falling between the 25^th and 75^th percentiles, TAP Advisors observed the premia paid in transactions falling within that range and applied the observed range to Boingo’s closing stock price of $11.53 on February 25, 2021, the last trading day prior to the date of TAP Advisors’ opinion. TAP Advisors further focused its analysis to include all transactions falling within the selected range, financial sponsor transactions falling within the selected range and real estate investment trust (REIT) transactions falling with the selected range. TAP Advisors then calculated the premia paid in the selected transactions based on the target’s stock price one-day, 30-days and 60-days prior to announcement of the transaction. Based on these results, TAP Advisors applied these ranges to Boingo’s stock price at each such period and calculated the premia ranges implied thereby as set forth above under the heading “Recap of Financial Analyses.”

Other Considerations

Except as described in the summary above, Boingo did not provide specific instructions to, or place any limitations on, TAP Advisors with respect to the procedures to be followed or factors to be considered in performing its financial analyses or providing its opinion. The type and amount of consideration payable in the Merger were determined through negotiations between Boingo and Digital Colony and were approved by the Boingo Board. The decision to enter into the Merger Agreement was solely that of the Boingo Board. TAP Advisors’ opinion was just one of the many factors taken into consideration by the Boingo Board. Consequently, TAP Advisors’ financial analyses should not be viewed as determinative of the decision of the Boingo Board with respect to the fairness, from a financial point of view, to Boingo’s stockholders of the consideration to be received pursuant to the Merger.

TAP Advisors is continually engaged in performing financial analyses with respect to businesses in connection with mergers and acquisitions, asset sales and other transactions. Boingo selected TAP Advisors as its financial advisor in connection with the Merger because TAP Advisors and its members have substantial experience in large, complex transactions similar to the Merger. Pursuant to the terms of TAP Advisors’ engagement, Boingo has agreed to pay TAP Advisors a cash transaction fee of $16,500,000, contingent upon consummation of the Merger. In connection with TAP Advisors’ engagement, Boingo has also agreed to pay a fee of $1,000,000 that became payable upon delivery of TAP Advisors’ opinion, which will be credited against the foregoing cash transaction fee. In addition, Boingo has agreed to reimburse TAP Advisors for certain expenses and to indemnify TAP Advisors against certain liabilities arising out of its engagement.

Except in connection with the Merger, during the past two years, TAP Advisors has not provided financial advisor or investment banking services to Boingo for which it has received compensation. Further, during the past two years, TAP Advisors has not provided financial advisory or investment banking services to Digital Colony or its affiliates for which TAP Advisors received compensation. However, TAP Advisors has had recent discussions with Digital Colony in connection with a matter unrelated to the Merger that could result in TAP Advisors being engaged to provide investment banking services to Digital Colony or its affiliates, although currently no such engagement exists. In the future, TAP Advisors may seek to provide Boingo and Digital Colony and their respective affiliates with financial advisory and investment banking services unrelated to the Merger for which services TAP Advisors would expect to receive compensation.

Certain Financial Projections

Boingo’s senior management does not as a matter of course issue public financial projections as to future performance or earnings beyond the then current fiscal year or issue public financial projections for extended periods due to the unpredictability of the underlying assumptions and estimates. However, in connection with its strategic planning process, including without limitation its evaluation of the Merger Agreement and the transactions contemplated thereby as described in this Proxy Statement, on February 23, 2021 Boingo’s senior management prepared the Fairness Financials (as defined below) which were provided to TAP Advisors in connection with their Fairness Opinion (as defined below). Boingo approved the use of the risk-adjusted financial projections by TAP Advisors in performing its financial analyses. To give Boingo stockholders access to certain non-public information that was available to the Boingo Board at the time of the evaluation of the Merger and the Merger Agreement, Boingo’s senior management has included these projections below, subject to the following qualifications and cautionary statements.

Boingo management prepared the projections set forth below and delivered to the Boingo Board and TAP Advisors based on historical financial statements as well as a series of assumptions and estimates related to future results that it believed to be reasonable at the time, including assumptions and estimates relating to revenue growth, gross margin percentages, selling, general and administrative expenses, capital expenditures and related depreciation and amortization, and other relevant factors relating to Boingo’s long-range operating plan, as well as how certain of these assumptions and estimates may change over time. The foregoing is a summary of certain key assumptions and estimates and does not purport to be a comprehensive overview of all assumptions and estimates reflected in the financial projections prepared by Boingo’s senior management.

In particular, these financial projections, while presented with numerical specificity, necessarily were based on numerous assumptions and estimates that are inherently uncertain. Because these projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. In addition, these projections would be affected by Boingo’s ability to achieve strategic goals, objectives and targets over the applicable periods. The assumptions upon which these projections were based necessarily involve subjective judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond Boingo’s control. These projections also reflect assumptions as to certain business decisions that are subject to change. As such, there can be no assurance that these projections will be realized or that actual results will not be significantly higher or lower than those forecasted. The inclusion of these projections in this Proxy Statement should not be regarded as an indication that Boingo, the Boingo Board, TAP Advisors, any of their respective affiliates, or any other recipient of this information considered, or now considers, such projections to be a reliable prediction of future results or any actual future events, and this information should not be relied upon as such. The inclusion of these projections herein should not be deemed an admission or representation by Boingo that they are viewed by Boingo as material information of Boingo, and in fact Boingo views these projections as non-material because of the inherent risks and uncertainties associated with such long-range forecasts. No representation is made by Boingo or any other person to any Boingo stockholder regarding these projections or the ultimate performance of Boingo compared to such information.

These financial projections did not give effect to any changes or expenses as a result of the Merger Agreement, the Merger or other Transactions or any other effects of such matters. These financial projections were prepared solely for internal use and were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or U.S. generally accepted accounting principles. No independent registered public accounting firm, has examined, compiled, nor performed any procedures with respect to such financial projections.

The financial projections are not being included in this document to influence the decision of Boingo stockholder whether to vote in favor of adoption of the Merger Agreement, but rather because such projections, or portions of such projections, were provided to the Boingo Board and Boingo’s financial advisor, TAP Advisors. The information from the projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Boingo contained in Boingo’s public filings with the SEC.

All financial projections are forward-looking statements. These and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in Boingo’s Annual Report on Form 10-K for the year ended December 31, 2020, which is on file with the SEC. Please refer to discussion entitled “Forward-Looking Statements” on page 21.

As indicated above, Boingo’s future financial results may materially differ from those expressed in these financial projections due to factors that are beyond management’s ability to control or predict. Boingo cannot assure that any of these projections will be realized or that its future financial results will not materially vary from the projections. The projections do not take into account any circumstances or events occurring after the date they were prepared and have not been updated since their respective dates of preparation. They should not be utilized as public guidance and will not be provided in the ordinary course of Boingo’s business in the future.

In light of the foregoing factors and the uncertainties inherent in Boingo’s projections, Boingo stockholders are cautioned not to place undue, if any, reliance on the projections included in this Proxy Statement, including in making a decision as to whether to vote in favor of adoption of the Merger Agreement.

Boingo’s management developed the final financial projections package (collectively the “Fairness Financials”). Boingo’s management instructed TAP Advisors to use the Fairness Financials in connection with rendering its Fairness Opinion (as defined below) for presentation to the Boingo Board on February 26, 2021, as described in more detail above. The following is a summary of the Fairness Financials presented to the Boingo Board:

Based on the Company Cash Flow figures from the Fairness Financials provided to TAP Advisors by Boingo management, TAP Advisors prepared Boingo’s discounted cash flow analysis for the fiscal years ending December 31, 2021 through December 31, 2030. See “Opinion of Boingo’s Financial Advisor – Summary of Financial Analyses – Discounted Cash Flow Analyses” for more information.

BY INCLUDING IN THIS PROXY STATEMENT A SUMMARY OF BOINGO’S INTERNAL FINANCIAL PROJECTIONS, BOINGO UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

Interests of Boingo’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that our directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be adopted by stockholders.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions, as well as those described in the footnotes to the table in the section entitled “— Golden Parachute Compensation” below were used:

Treatment of Equity-Based Awards

Treatment of Stock Options in the Merger

As of the Record Date, there were [•] outstanding options to acquire Boingo common stock of which [•] options were “in-the-money” (that is, with an exercise price less than the Per Share Merger Consideration) and [•] options were “out-of-the-money” (that is, with an exercise price equal to or greater than the Per Share Merger Consideration). As of the Record Date, Boingo’s directors and executive officers held [•] “in-the-money” options. As of the Effective Time, each outstanding stock option whether or not vested or exercisable, will be cancelled and converted into the right to receive an amount in cash (less all applicable deductions and withholdings required by law) equal to the product of (1) the amount, if any, by which the Per Share Merger Consideration exceeds the exercise price per share of common stock underlying such option; and (2) the total number of shares of common stock subject to such option as of the Effective Time. Each outstanding option with an exercise price per share equal to or greater than the Per Share Merger Consideration will be cancelled at the Effective Time without consideration.

Treatment of Restricted Stock Units in the Merger

As of the Record Date, there were [•] outstanding restricted stock units (rights to receive Boingo shares), [•] of which were held by our directors and executive officers. As of the Effective Time, each outstanding restricted stock unit award will be cancelled and converted into the right to receive an amount in cash (subject to any applicable deductions and withholdings required by law) equal to the product of (1) the Per Share Merger Consideration; and (2) the total number of shares of common stock subject to such award of restricted stock units as of the Effective Time. With respect to any award of restricted stock units with performance-based vesting conditions that are not satisfied as of the Effective Time, such conditions shall be deemed satisfied in accordance with (and to the extent provided by) the terms of Boingo’s 2011 Equity Incentive Plan, and the applicable award agreements.

Director Equity Awards

Non-employee members of the Board of Directors receive equity awards in consideration of their service on the Board of Directors. All such awards will vest in full upon the Effective Time and will be cancelled and paid out as described above.

Equity Interests of Boingo’s Executive Officers and Non-Employee Directors

The following table sets forth the number of shares of common stock and the number of shares of common stock underlying equity awards that are in-the-money (at the Per Share Merger Consideration, in the case of options) and are currently held by each of Boingo’s executive officers and non-employee directors, in each case that either are currently vested or that will or may vest in connection with the Merger, assuming that the Effective Time occurs on March 31, 2021. The table also sets forth the values of these shares and equity awards based on the Per Share Merger Consideration (minus the applicable exercise price for the in-the-money options).